What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 882 added, 864 removed, 1737 unchanged (50% of the section changed)

10 unchanged sentences

We reviewed the results of Management’s assessment with the Audit Committee of our board of directors.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Pistrelli, Henry Martin y Asociados S.R.L.

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Pistrelli, Henry Martin y Asociados S.A.

(member of Ernst & Young Global Limited), an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K.

18 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K within 120 days of the Company’s fiscal year ended December 31, 2023.

The information required by this Item will be included in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders, and is incorporated herein by reference.

The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by its directors, officers, employees, temporary employees and independent consultants and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

EXECUTIVE COMPENSATION

The information required by this Item will be included under the captions “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation” in the 2024 Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K with respect to pay versus performance, is incorporated herein by reference.

The information required by this Item will be included in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders under the captions “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation,” and, except as to information required pursuant to Item 402(v) of SEC Regulation S-K with respect to pay versus performance, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

Except for the information regarding shares authorized for issuance under equity compensation plans (which is set forth below), the information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K within 120 days of the Company’s fiscal year ended December 31, 2023.

Except for the information regarding shares authorized for issuance under equity compensation plans (which is set forth below), the information required by this Item will be included in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders, and is incorporated herein by reference.

69 | MercadoLibre, Inc.

14 unchanged sentences

As of December 31, 2024, there were no outstanding stock options to purchase shares of common stock under the Amended and Restated 2009 Plan.

No stock options were granted during the period from January 1, 2007 to December 31, 2023 and there were no stock-based compensation expenses related to stock options for the years ended December 31, 2023, 2022, 2021, 2020 and 2019.

No stock options were granted during the period from January 1, 2007 to December 31, 2024 and there were no stock-based compensation expenses related to stock options between 2019 and the year ended December 31, 2024.

There is no stock option award outstanding under the Amended and Restated 2009 Plan.

40 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information presented under the heading “Certain Relationships and Related Transactions” and “Information on Our board of directors and Corporate Governance” in our 2024 Proxy Statement to be filed with the SEC is incorporated herein by reference.

The information required by this Item will be included in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders presented under the captions “Certain Relationships and Related Transactions” and “Information on Our board of directors and Corporate Governance,” and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

62 unchanged sentences

8-K May 8, 2023

10.08 MercadoLibre, Inc.

2024 Long Term Retention Program.

8-K April 23, 2024

10.09 Amended and Restated 2009 Equity Compensation Plan.

2 unchanged sentences

10-Q November 4, 2022

10.10 Revolving Credit Agreement dated March 31, 2022.

8-K March 31, 2022

10.11 Advisory Services Agreement, dated April 8, 2022, between MercadoLibre, Inc and Stelleo Pasos Tolda, the advisor.

10-Q May 6, 2022

10.11 Amended and Restated Revolving Credit Agreement, dated September 27, 2024, among MercadoLibre, Inc., as borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and MercadoLibre S.R.L., Ebazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S.

de C.V., MP Agregador, S.

de C.V., MercadoLibre Chile Ltda., and MercadoLibre Colombia Ltda.

as initial guarantors.

8-K October 1, 2024

10.12 Restricted Stock Agreement, dated April 8, 2022, between MercadoLibre, Inc and Stelleo Pasos Tolda.

10-Q May 6, 2022

19 Insider Trading Policy.

21.01 List of Subsidiaries.

1 unchanged sentence

10-K February 24, 2023

23.01 Consent of Pistrelli, Henry Martin y Asociados S.R.L., Independent Registered Public Accounting Firm on Form S-8.

23.02 Consent of Deloitte & Co.

S.A., Independent Registered Public Accounting Firm on Form S-8.

23.01 Consent of Pistrelli, Henry Martin y Asociados S.A., Independent Registered Public Accounting Firm on Form S-8.

31.01 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

97 Policy for the Recovery of Erroneously Awarded Compensation.

10-K February 23, 2024

73 | MercadoLibre, Inc.

13 unchanged sentences

Martín de los Santos

Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

February 21, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

69 | MercadoLibre, Inc.

Signature Title Date

2 unchanged sentences

Marcos Galperin

/s/ Martín de los Santos Sr.

Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Martín de los Santos Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 21, 2025

Martín de los Santos

/s/ Mario Vazquez Director February 23, 2024

Mario Vazquez

/s/ Stelleo Tolda

Director February 21, 2025

Stelleo Tolda

/s/ Susan Segal Director February 21, 2025

16 unchanged sentences

We have audited the accompanying consolidated balance sheets of MercadoLibre, Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

10 unchanged sentences

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opini on.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

4 unchanged sentences

Description of the matter

As more fully described in Note 2 to the consolidated financial statements, the Company maintains an allowance for doubtful accounts, related to loans receivable, based on Management’s estimate of the current expected credit losses (CECL estimate).

As more fully described in Note 2 to the consolidated financial statements, the Company maintains an allowance for doubtful accounts on loans receivable, based on Management’s estimate of the current expected credit losses (CECL estimate).

This allowance as of December 31, 2024 , amounts to 1,708 million U.S.

9 unchanged sentences

We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related to the CECL estimate.

The controls we tested included, among others, controls over the development of the model, as well as controls over the and key inputs and assumptions used to calculate the CECL estimate.

The controls we tested included, among others, controls over the development of the model, as well as controls over the key inputs and assumptions used to calculate the CECL estimate.

We also tested the controls over the completeness and accuracy of the data used in the calculation.

1 unchanged sentence

We have also performed independent recalculations to test the mathematical accuracy of management’s model and assessed the adequacy of the CECL estimate financial statement disclosures.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.

Member of Ernst & Young Global Limited

6 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited MercadoLibre, Inc.

internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited MercadoLibre, Inc.'s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, MercadoLibre, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated February 23, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

6 unchanged sentences

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable b asis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

5 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.

Member of Ernst & Young Global Limited

2 unchanged sentences

78 | MercadoLibre, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of MercadoLibre, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, equity, and cash flows, for the year ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting princi ples generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United Stat es) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United State s of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & Co.

Buenos Aires, Argentina

February 23, 2022

We began serving as the Company's auditor in 2010.

In 2022 we became the predecessor auditor.

MercadoLibre, Inc.

Consolidated Balance Sheets

1 unchanged sentence

dollars, except par value)

2024 2023 (1)

Current assets:

6 unchanged sentences

Inventories 296 238

Customer crypto-assets safeguarding assets 34 15

Other assets 403 277

7 unchanged sentences

Intangible assets, net 12 11

Intangible assets at fair value (Note 2) 24 —

Intangible assets at fair value 49 24

Deferred tax assets 802 710

10 unchanged sentences

Operating lease liabilities 241 166

Customer crypto-assets safeguarding liabilities 34 15

Other liabilities 209 119

16 unchanged sentences

Total liabilities and equity $ 25,196 $ 17,612

(1) Recast for consistency due to the adoption of Staff Accounting Bulletin No.

Please refer to Note 2 – Summary of significant accounting policies - Recently Adopted Accounting Standards to our audited consolidated financial statements for further details.

The accompanying notes are an integral part of these audited consolidated financial statements.

7 unchanged sentences

2024 2023 (1)

Net service revenues $ 12,983 $ 9,442 $ 6,149

Net service revenues and financial income $ 18,638 $ 13,617 $ 9,685

Net product revenues 2,139 1,490 1,095

Net revenues 14,473 10,537 7,069

Cost of net revenues ( 7,267 ) ( 5,374 ) ( 4,064 )

Net revenues and financial income 20,777 15,107 10,780

Cost of net revenues and financial expenses ( 11,200 ) ( 7,517 ) ( 5,582 )

Gross profit 9,577 7,590 5,198

9 unchanged sentences

Interest expense and other financial losses ( 165 ) ( 174 ) ( 135 )

( 378 ) ( 321 ) ( 229 )

Foreign currency losses, net ( 182 ) ( 615 ) ( 198 )

3 unchanged sentences

Net income $ 1,911 $ 987 $ 482

(1) Includes $ 49 million of loss on debt extinguishment and premium related to the 2028 Notes repurchase recognized in January 2021.

See Note 17 – Loans payable and other financial liabilities to these audited consolidated financial statements for further detail.

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

Please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results to our audited consolidated financial statements for further details.

Year Ended December 31,

15 unchanged sentences

Net income $ 1,911 $ 987 $ 482

Other comprehensive income (loss), net of income tax:

Other comprehensive (loss) income, net of income tax:

Currency translation adjustment ( 640 ) 178 61

Unrealized (losses) gains on hedging activities ( 13 ) ( 33 ) 8

Tax benefit on unrealized (losses) gains on hedging activities 2 9 —

Reclassification adjustment for losses on hedging activities included in cost of net revenues, interest expense and foreign currency losses ( 11 ) ( 20 ) ( 2 )

Reclassification adjustment for estimated tax benefit on unrealized gains 4 6 1

Total other comprehensive income (loss), net of income tax 174 51 ( 47 )

Unrealized gains on investments 3 — —

Tax expense on unrealized gains on investments ( 1 ) — —

Unrealized gains (losses) on hedging activities 15 ( 13 ) ( 33 )

Tax (expense) benefit on unrealized gains (losses) on hedging activities ( 5 ) 2 9

Reclassification adjustment for gains (losses) on hedging activities included in cost of net revenues and financial expenses, interest expense and other financial losses and foreign currency losses, net 3 ( 11 ) ( 20 )

Reclassification adjustment for estimated tax (expense) benefit on unrealized gains (losses) ( 1 ) 4 6

Total other comprehensive (loss) income, net of income tax ( 630 ) 174 51

Total comprehensive income $ 1,281 $ 1,161 $ 533

11 unchanged sentences

Balance as of December 31, 2021 50 $ — $ 2,439 $ ( 790 ) $ 397 $ ( 515 ) $ 1,531

Stock-based compensation — restricted shares issued — — 1 — — — 1

Common Stock issued 1 — 1,520 — — — 1,520

Common Stock repurchased ( 1 ) — — ( 486 ) — — ( 486 )

Unwind Capped Call — — 646 ( 249 ) — — 397

Capped Call — — ( 101 ) — — — ( 101 )

Repurchase of 2028 Notes Conversion Option — — ( 1,484 ) — — — ( 1,484 )

Exercise of Convertible Notes — — ( 3 ) — — — ( 3 )

Net income — — — — 83 — 83

Other comprehensive loss — — — — — ( 47 ) ( 47 )

Balance as of December 31, 2021 50 $ — $ 2,439 $ ( 790 ) $ 397 $ ( 515 ) $ 1,531

Changes in accounting standards — — ( 131 ) — 34 — ( 97 )

2 unchanged sentences

Stock-based compensation — restricted shares issued — — 1 ( 1 ) — — —

Shares granted (Note 18) — — — 7 — — 7

Shares granted — — — 7 — — 7

Net income — — — — 482 — 482

1 unchanged sentence

Balance as of December 31, 2022 50 $ — $ 2,309 $ ( 931 ) $ 913 $ ( 464 ) $ 1,827

Changes in accounting standards (Note 2) — — — — 1 — 1

Changes in accounting standards — — — — 1 — 1

Balance as of December 31, 2022 Restated 50 $ — $ 2,309 $ ( 931 ) $ 914 $ ( 464 ) $ 1,828

6 unchanged sentences

Balance as of December 31, 2023 50 $ — $ 1,770 $ ( 310 ) $ 1,901 $ ( 290 ) $ 3,071

Common Stock repurchased — — — ( 1 ) — — ( 1 )

Net income — — — — 1,911 — 1,911

Other comprehensive loss — — — — — ( 630 ) ( 630 )

Balance as of December 31, 2024 50 $ — $ 1,770 $ ( 311 ) $ 3,812 $ ( 920 ) $ 4,351

(1) As of December 31, 2024 the Company he ld 225,474 shares as treasury stock.

2 unchanged sentences

MercadoLibre, Inc.

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows

For the years ended December 31, 2024, 2023 and 2022

(In millions of U.S.

8 unchanged sentences

Depreciation and amortization 617 524 403

Accrued interest income ( 311 ) ( 166 ) ( 36 )

Accrued interest and financial income ( 415 ) ( 311 ) ( 166 )

Non cash interest expense and amortization of debt issuance costs and other charges 114 113 122

Provision for doubtful accounts 1,858 1,050 1,073

Brazilian withholding income tax contingency 324 — —

Provision for contingencies 176 335 16

Results on derivative instruments ( 42 ) 39 66

17 unchanged sentences

Payments for acquired businesses, net of cash acquired ( 6 ) — —

Capital contributions in joint ventures — — ( 5 )

Receipts from settlements of derivative instruments 29 — 1

Payments from settlements of derivative instruments ( 14 ) ( 58 ) ( 45 )

Purchases of intangibles assets — ( 1 ) ( 36 )

Changes in loans receivable, net ( 4,688 ) ( 2,047 ) ( 1,701 )

Investments of property and equipment ( 509 ) ( 454 ) ( 573 )

Investments of property and equipment and intangibles assets ( 860 ) ( 509 ) ( 455 )

Net cash used in investing activities ( 8,287 ) ( 3,450 ) ( 3,871 )

4 unchanged sentences

Common Stock repurchased ( 1 ) ( 356 ) ( 148 )

Proceeds from issuance of common stock, net — — 1,520

Purchase of convertible note capped calls — — ( 101 )

Exercise of Convertible Notes — — ( 3 )

Payments on repurchase of the 2028 Notes — — ( 1,865 )

Unwind of convertible note capped calls — — 397

Net cash (used in) provided by financing activities ( 267 ) 916 1,925

Net cash provided by (used in) financing activities 1,959 ( 267 ) 916

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents ( 739 ) ( 938 ) ( 270 )

16 unchanged sentences

Convertible Senior Notes Due 2028 — 437 —

Non-cash investing activities:

Contingent considerations and escrows from acquired business $ — $ — $ 12

Non-cash transactions:

Right-of-use assets obtained under operating leases $ 516 $ 314 $ 317

Right-of-use assets obtained under finance leases 99 18 37

Acquired businesses, through call option — — 11

Acquisition of businesses 2023

Cash and cash equivalents $ — $ — $ 4

Accounts receivable — — 6

Other current assets — — 18

Other non current assets — — 1

Fixed Assets — — 1

Total assets acquired — — 30

Accounts payable and accrued expenses — — 19

Other liabilities — — 7

Total liabilities assumed — — 26

Net assets acquired — — 4

Goodwill and deferred tax liabilities — — 68

Hubs network — — 3

Platform — — 1

Customer lists — — 1

Total purchase price — — 77

Cash and cash equivalents acquired — — 4

Total purchase price, net of cash acquired $ — $ — $ 73

(1) Related to the acquisition of a shipping company and payment services company - See Note 8 – Business combinations, goodwill, and intangible assets.

Property and equipment obtained under finance leases 52 99 18

Contingent considerations and escrows from acquired business 4 — —

The accompanying notes are an integral part of these audited consolidated financial statements.

4 unchanged sentences

MercadoLibre, Inc.

(“MercadoLibre”, and together with its consolidated entities, the “Company”) was incorporated in the state of Delaware, in the United States of America, in October 1999.

MercadoLibre is the largest online commerce ecosystem in Latin America, serving as an integrated regional platform and as a provider of necessary digital and technology tools that allow businesses and individuals to trade products and services in the region.

(“MercadoLibre”, and together with its consolidated entities, the “Company”) was incorporated in the state of Delaware, in the U.S., in October 1999.

MercadoLibre is the largest online commerce and fintech ecosystem in Latin America.

The Company’s ecosystem provides consumers and merchants with a complete portfolio of services to enable buying and selling online and processing payments online and offline, as well as offer a wide array of simple day-to-day financial services.

The Company enables commerce through its marketplace platform, which allows users to buy and sell in most of Latin America.

Through Mercado Pago, the fintech solution, MercadoLibre enables individuals and businesses to send and receive digital payments;

Through Mercado Pago, the fintech platform, MercadoLibre offers a comprehensive set of financial technology services to users of its e-commerce platform, and to users outside of its e-commerce platform;

through Mercado Envios, MercadoLibre facilitates the shipping of goods from the Company and sellers to buyers;

through the advertising products, MercadoLibre facilitates advertising services for large retailers and brands to promote their products and services on the web;

through Mercado Shops, MercadoLibre allows users to set-up, manage, and promote their own on-line web-stores under a subscription-based business model;

through Mercado Credito, MercadoLibre extends loans to certain merchants and consumers;

through Mercado Shops, MercadoLibre allows users to set-up, manage, and promote their own online web-stores under a subscription-based business model;

through the lending solution, MercadoLibre extends loans to certain merchants and consumers;

and through Mercado Fondo, MercadoLibre allows users to invest funds deposited in their Mercado Pago accounts.

As of December 31, 2024, MercadoLibre, through its wholly-owned subsidiaries, operated online e-commerce platforms directed towards Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Peru, Mexico, Panama, Honduras, Nicaragua, El Salvador, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela.

Additionally, MercadoLibre operates its fintech solution in Argentina, Brazil, Mexico, Colombia, Chile, Peru, Uruguay and Ecuador, and extends loans through Mercado Credito in Argentina, Brazil, Mexico and Chile.

It also offers a shipping solution directed towards Argentina, Brazil, Mexico, Colombia, Chile, Uruguay, Peru and Ecuador.

Additionally, MercadoLibre's fintech platform, Mercado Pago, is present in Argentina, Brazil, Mexico, Colombia, Chile, Peru, Uruguay and Ecuador.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying audited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying audited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S.

GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and consolidated Variable Interest Entities (“VIE”).

Investments in entities where the Company holds joint control, but not control, over the investee are accounted for using the equity method of accounting.

As of December 31, 2024, the Company had no investments where it has the ability to exercise joint control.

These audited consolidated financial statements are stated in U.S.

1 unchanged sentence

Intercompany transactions and balances have been eliminated for consolidation purposes.

Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s foreign operations.

Long-lived assets, intangible assets and goodwill and operating lease right-of-use a ssets located in the foreign jurisdictions totaled $ 2,321 million and $ 1,817 million as of December 31, 2023 and 2022, respectively.

Certain comparative figures of these audited consolidated financial statements were modified to provide more detailed disclosures.

This change has not impacted the total amount of net income and total equity.

Since the quarter ended June 30, 2022, the Company discloses the provision for doubtful accounts as a separate line item of its operating expenses in the consolidated statements of income.

The provision for doubtful accounts amounts to $ 1,050 million, $ 1,073 million and $ 435 million for the years ended December 31, 2023, 2022 and 2021, respectively.

In addition, since December 31, 2023, the Company presents its prepaid expenses balance within “Other assets” in the consolidated balance sheets.

Prepaid expenses amount to $ 27 million and $ 38 million as of December 31, 2023 and 2022, respectively.

Substantially all net revenues and financial income, cost of net revenues and financial expenses and operating expenses, are generated in the Company’s foreign operatio ns.

Long-lived assets, intangible assets and goodwill and operating lease right-of-use assets located in the foreign jurisdictions totaled $ 2,632 million and $ 2,321 million as of December 31, 2024 and 2023, respectively.

The presentation of certain prior year figures has been modified to conform to the current year presentation.

Also, see below section "Change in the presentation of certain financial results and reclassification of prior years results" for information regarding the change in the presentation of the statements of income and section Recently Adopted Accounting Standards of this note for other changes.

Variable Interest Entities (VIEs)

3 unchanged sentences

See Note 21 – Securitization transactions of these audited consolidated financial statements for additional detail on the VIEs used for securitization purposes.

Change in the presentation of certain financial results and reclassification of prior years results

Change in the presentation of certain financial results

Mercado Pago Fintech platform operations have significantly evolved during the last several years, not only because of the increase in the volume of transactions but also as a result of transitioning from being a non-regulated business to a regulated business, subject to the oversight of central banks and other regulators in the various countries in which the Company operates (refer to Note 3 – Fintech Regulations for further details).

Many of the regulations to which the Company is subject require the Company, among other things, to maintain liquidity reserves to guarantee the funds on users’ account balances in their Mercado Pago digital accounts.

Depending on the country, these reserves can be partially or totally invested.

During the last several years, these new regulations, coupled with the increase in the volume of transactions, have led the Company to view interest income and other financial gains from investments of these liquidity reserves as part of the Company’s operations.

85 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Furthermore, the evolution of Mercado Pago’s activities themselves has resulted in the Company managing a significant volume of cash, cash equivalents and investments.

This is due to an increase in users’ account balances in their Mercado Pago digital account managed by the Company, and an increase in the level of the Company’s indebtedness to finance those operations.

As a result, these Mercado Pago’s funds, together with the financing activities, have generated a significant volume of interest income and other financial gains and interest expenses and other financial losses, respectively.

The Company believes that these regulatory trends and related activities will continue and, therefore, with the goal of creating a better measure of the performance of the Company, the Company decided to reclassify and present certain financial results from “Other income (expenses)” to “Net services revenues and financial income” and “Cost of net revenues and financial expenses,” in the statement of income, starting January 1, 2024 and for all prior periods presented.

The reclassified financial results are related to activities that are needed or mandatory for Mercado Pago’s operations, and consist of:

■ interest income derived from investments and cash and cash equivalents, generated as part of the treasury strategy of the fintech business and because of the different regulations that require liquidity reserves, net of sales taxes;

■ interest expense and other financing costs generated by the different sources of funding of the fintech activities;

■ gains and losses of derivatives hedging risks related to Mercado Pago’s activities.

Reclassification of prior years results

According to the Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, the Company should present in a consistent manner all periods presented within the accompanying audited consolidated financial statements.

Therefore, prior years balances have been reclassified for consistency with the current presentation.

This reclassification did not have an impact on previously reported net income, earnings per share, retained earnings or other components of equity or total equity.

The following table, recast for the changes summarized above, presents statement of income line items affected by the revisions and reclassifications of previously reported financial statements, detailing amounts previously reported, the impact upon those line items due to reclassifications and amounts as currently revised within the financial statements:

86 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

For the Year Ended December 31, 2023 For the Year Ended December 31, 2022

As reported Reclassification Recast As reported Reclassification Recast

(In millions) (In millions)

Net service revenues and financial income $ 12,983 $ 634 $ 13,617 $ 9,442 $ 243 $ 9,685

Net product revenues 1,490 — 1,490 1,095 — 1,095

Net revenues and financial income 14,473 634 15,107 10,537 243 10,780

Cost of net revenues and financial expenses ( 7,267 ) ( 250 ) ( 7,517 ) ( 5,374 ) ( 208 ) ( 5,582 )

Gross profit 7,206 384 7,590 5,163 35 5,198

Operating expenses:

Product and technology development ( 1,831 ) — ( 1,831 ) ( 1,099 ) — ( 1,099 )

Sales and marketing ( 1,736 ) — ( 1,736 ) ( 1,296 ) — ( 1,296 )

Provision for doubtful accounts ( 1,050 ) — ( 1,050 ) ( 1,073 ) — ( 1,073 )

General and administrative ( 766 ) — ( 766 ) ( 661 ) — ( 661 )

Total operating expenses ( 5,383 ) — ( 5,383 ) ( 4,129 ) — ( 4,129 )

Income from operations 1,823 384 2,207 1,034 35 1,069

Other income (expenses):

Interest income and other financial gains 723 ( 588 ) 135 265 ( 221 ) 44

Interest expense and other financial losses ( 378 ) 204 ( 174 ) ( 321 ) 186 ( 135 )

Foreign currency losses, net ( 615 ) — ( 615 ) ( 198 ) — ( 198 )

Net income before income tax expense and equity in earnings of unconsolidated entity 1,553 — 1,553 780 — 780

Income tax expense ( 569 ) — ( 569 ) ( 298 ) — ( 298 )

Equity in earnings of unconsolidated entity 3 — 3 — — —

Net income $ 987 $ — $ 987 $ 482 $ — $ 482

Furthermore, the following tables, recast for the changes summarized above, present net revenues per reporting segment (which have been disaggregated by similar products and services), detailing amounts previously reported, the impact upon those line items due to reclassifications and amounts as currently revised within the financial statements for the years ended December 31, 2023 and 2022:

87 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

As reported Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 3,655 $ 1,653 $ 1,036 $ 410 $ 6,754

Commerce products sales 857 326 225 39 1,447

Total commerce revenues 4,512 1,979 1,261 449 8,201

Fintech services 1,910 296 1,292 185 3,683

Credit revenues 1,155 699 684 8 2,546

Fintech products sales 18 11 3 11 43

Total fintech revenues 3,083 1,006 1,979 204 6,272

Total net revenues $ 7,595 $ 2,985 $ 3,240 $ 653 $ 14,473

Year Ended December 31, 2023

Reclassification Brazil Mexico Argentina Other countries Total

(In millions)

Financial services and income $ 226 $ 86 $ 310 $ 12 $ 634

Total fintech revenues 226 86 310 12 634

Net revenues and financial income $ 226 $ 86 $ 310 $ 12 $ 634

Year Ended December 31, 2023

Recast Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 3,655 $ 1,653 $ 1,036 $ 410 $ 6,754

Commerce products sales 857 326 225 39 1,447

Total commerce revenues 4,512 1,979 1,261 449 8,201

Financial services and income 2,136 382 1,602 197 4,317

Credit revenues 1,155 699 684 8 2,546

Fintech products sales 18 11 3 11 43

Total fintech revenues 3,309 1,092 2,289 216 6,906

Net revenues and financial income $ 7,821 $ 3,071 $ 3,550 $ 665 $ 15,107

Year Ended December 31, 2022

As reported Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 2,585 $ 1,036 $ 814 $ 329 $ 4,764

Commerce products sales 487 246 271 40 1,044

Total commerce revenues 3,072 1,282 1,085 369 5,808

Fintech services 1,464 152 904 125 2,645

Credit revenues 1,102 421 506 4 2,033

Fintech products sales 28 9 5 9 51

Total fintech revenues 2,594 582 1,415 138 4,729

Total net revenues $ 5,666 $ 1,864 $ 2,500 $ 507 $ 10,537

88 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2022

Reclassification Brazil Mexico Argentina Other countries Total

(In millions)

Financial services and income $ 132 $ 29 $ 75 $ 7 $ 243

Total fintech revenues 132 29 75 7 243

Net revenues and financial income $ 132 $ 29 $ 75 $ 7 $ 243

Year Ended December 31, 2022

Recast Brazil Mexico Argentina Other countries Total

(In millions)

Commerce services $ 2,585 $ 1,036 $ 814 $ 329 $ 4,764

Commerce products sales 487 246 271 40 1,044

Total commerce revenues 3,072 1,282 1,085 369 5,808

Financial services and income 1,596 181 979 132 2,888

Credit revenues 1,102 421 506 4 2,033

Fintech products sales 28 9 5 9 51

Total fintech revenues 2,726 611 1,490 145 4,972

Net revenues and financial income $ 5,798 $ 1,893 $ 2,575 $ 514 $ 10,780

Use of estimates

1 unchanged sentence

GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates are used for, but not limited to, accounting for allowance for doubtful accounts and chargeback provisions, inventories valuation reserves, recoverability of goodwill, intangible assets with indefinite useful lives and deferred tax assets, impairment of short-term and long-term investments, impairment of long-lived assets, separation of lease and non lease components for aircraft leases, asset retirement obligation, compensation costs relating to the Company’s long term retention program, fair value of digital assets, fair value of certain loans payable and other financial liabilities, fair value of investments, fair value of loans receivable, fair value of derivative instruments, income taxes, contingencies and determination of the incremental borrowing rate at commencement date of lease operating agreements.

Estimates are used for, but not limited to, accounting and disclosures for allowance for doubtful accounts and chargeback provisions, inventories valuation reserves, recoverability of goodwill, intangible assets with indefinite useful lives and deferred tax assets, impairment of cash and cash equivalents, short-term and long-term investments, impairment of long-lived assets, separation of lease and non lease components for aircraft leases, asset retirement obligation, compensation costs relating to the Company’s long term retention program, fair value of certain loans payable and other financial liabilities, fair value of loans receivable, fair value of derivative instruments, income taxes, contingencies and determination of the incremental borrowing rate at commencement date of lease operating agreements.

Actual results could differ from those estimates.

12 unchanged sentences

Investments in equity securities without a readily determinable fair value are held at cost less impairment.

and foreign government debt securities (including Central Bank of Brazil mandatory guarantee) are valued at fair value.

89 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

and foreign government debt securities (including Central Bank of Brazil and Central Bank of Uruguay mandatory guarantees) are valued at fair value.

See Note 11 – Fair value measurement of assets and liabilities of these audited consolidated financial statements for further details.

2 unchanged sentences

The Company did not recognize any material credit loss on the short and long-term investments for the years ended December 31, 2024, 2023 and 2022.

Fair value option applied to certain financial instruments

Under Accounting Standards Codification (“ASC”) 825, U.S.

Fair value option applied to certain investments

Under ASC 825, U.S.

GAAP provides an option to elect fair value with impact on the statement of income as an alternative measurement for certain financial instruments and other items on the balance sheet.

5 unchanged sentences

Credit card receivables and other means of payments mainly relate to the Company’s payments solution and arise due to the time taken to clear transactions through external payment networks either during the time required to collect the installments (which may be one or more than one installment) or during the period of time until those credit card receivables are sold to financial institutions.

Also, the Company has arrangements with some unaffiliated entities under which MercadoLibre users are able to fund their Mercado Pago accounts by depositing an equivalent amount with the unaffiliated entity.

In some of these arrangements, MercadoLibre credits the Mercado Pago account before the unaffiliated entity transfers the funds to MercadoLibre to settle the transaction.

The amounts pending settlement are recognized in the consolidated balance sheets as credit card receivables and other means of payments.

Credit card receivables and other means of payments are presented net of the related allowance for chargebacks and doubtful accounts.

82 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company is exposed to losses due to credit card fraud and other payment misuse.

Provisions for these items represent the Company’s estimate of actual losses based on its historical experience, as well as economic conditions.

The Company may sell credit card receivables to financial institutions, included within “Credit card receivables and other means of payments, net”.

These transactions are accounted for as a true sale.

Accounting guidance on transfer of financial assets establishes that the transferor has surrendered control over transferred assets if and only if all of the following conditions are met:

(1) the transferred assets have been isolated from the transferor, (2) each transferee has the right to pledge or exchange the assets it received and (3) the transferor does not maintain effective control over the transferred assets.

When all the conditions are met, the Company derecognizes the corresponding financial asset from its consolidated balance sheets.

Based on historical experience to date the Company assessed that it does not hold a significant credit risk exposure in relation to transfer of financial assets with recourse.

Loans receivable, net

Loans receivable represents loans granted to certain merchants and consumers through the Company’s Mercado Credito solution.

Loans receivable represent credits granted to certain merchants and consumers through the Company’s own lending solution.

Merchant and consumers credits are repaid in a period ranging between 7 days and 60 months.

Loans receivable are reported at amortized cost, which includes outstanding principal balances plus estimated collectible interest, net of allowance for doubtful accounts.

Past due are those loans where customers have failed to make payments in accordance with the contractual terms of their loans.

The Company places loans on non-accrual status at 90 days past due.

The Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

Interests related to loans on non-accrual status are recognized on cash-basis.

Through the Company’s Mercado Credito solution, merchants can borrow a certain percentage of their monthly sales volume and are charged with a fixed interest rate based on the overall credit assessment of the merchant.

Merchant and consumers credits are repaid in a period ranging between 7 days and 48 months.

Allowances for doubtful accounts on loans receivable, accounts receivable and credit card receivables and other means of payments

3 unchanged sentences

The Company makes use of available information as of each period in which this estimate is developed and uses estimation methods according to the information available and the level of precision needed as certain balances and transactions become more significant over time following the Company’s strategy in connection of the launch and maturing of certain services offerings to its customers.

In 2021 and before, for example, the credit business was in a development stage, with limited historical information.

The future collection estimates involved the use of complex algorithms, and a high degree of subjectivity and estimation capability by Management, including assessing whether the economic used model reflected the changing economic conditions, among others.

This estimate required a complex and high degree of Management’s judgment.

Specifically in regards to the CECL estimate, including year 2022 information provided a wider series of historical data and the credit business showed a growth in related balances and transactions which led Management to continue enhancing the models used to develop this estimate.

90 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

CECL estimate required a complex and high degree of Management’s judgment.

Information provided a wider series of historical data and the lending business showed a growth in related balances and transactions which led Management to continue enhancing the models used to develop this estimate.

CECL represents the present value of the uncollectible portion of the principal, interest, late fees, and other allowable charges.

1 unchanged sentence

Loans receivable

Loans receivable in this portfolio include the products that the Company offers to:

1) on-line merchant, 2) in-store merchant, 3) consumers and 4) credit card users.

Loans receivable in this portfolio include the products that the Company offers to merchant, consumer, credit card and asset-backed users.

For loans receivable that share similar risk characteristics such as product type, country, unpaid installments, days delinquent and other relevant factors, the Company estimates the lifetime expected credit loss allowance based on a collective assessment.

1 unchanged sentence

The lifetime expected credit losses is determined by applying probability of default and loss given default models to monthly projected exposures, then discounting these cash flows to present value using the portfolio’s loans interest rate, estimated as a weighted average of the original effective interest rate of all the loans that conform the portfolio segment.

83 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The probability of default is an estimation of the likelihood that a loan receivable will default over a given time horizon.

Probability of default models (“PD”) are estimated using a survival methodology;

these PD are constructed using individual default information through time, taking into account the expected future delinquency rate (forward-looking models) using, since 2022, three probability-weighted macroeconomic scenarios (base, optimistic and pessimistic) following the increased complexity and possible outcomes of the global, regional and domestic macroeconomic performance, so that the models include macroeconomic outlook or projections and recent performance, instead of using one scenario as prior years.

For most of the products, probability of default models (“PD”) are estimated using a survival methodology;

these PD are constructed using individual default information through time, taking into account the expected future delinquency rate (forward-looking models) using three probability-weighted macroeconomic scenarios (base, optimistic and pessimistic) following the increased complexity and possible outcomes of the global, regional and domestic macroeconomic performance, so that the models include macroeconomic outlook or projections and recent performance.

With this model, the Company estimates marginal monthly default probabilities for each delinquency bucket, type of product and country.

Each marginal monthly probability of default represents a different possible scenario of default.

However, for new products with limited historical information such as asset-backed loans, the Company is using a work-out approach for the estimation of the PD.

The exposure at default is equal to the receivables’ expected outstanding principal, interest and other allowable balances.

1 unchanged sentence

For credit cards loans the Company estimates an amortization scheme based on historical information.

Also, for credit cards, since 2022, the Company has used, as applicable, credit conversion factor (“CCF”) estimated according to terms and conditions, considering the increase in the volume of credit cards portfolio.

Also, for Brazilian credit cards loans the Company uses, as applicable, a one month credit conversion factor (“CCF”) estimated according to terms and conditions, considering the increase in the volume of credit cards portfolio.

The loss given default (“LGD”) is the percentage of the exposure at default that is not recoverable.

1 unchanged sentence

This percentage depends on days past due, type of product and country, and is estimated by measuring an average of historical recovery rates from defaulted credits.

For asset-backed loans, since there is almost no information to apply either a work-out or Chainladder approach, the Company is using a Basel III-based LGD for credit risk management.

The measurement of CECL is based on probability-weighted scenarios (probability of default for each month), in view of past events, current conditions and adjustments to reflect the reasonable and supportable forecast of future economic conditions.

7 unchanged sentences

Management assesses balances for credit losses included in credit card receivables and other means of payments, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and loss given default models.

The Company has arrangements with some unaffiliated entities under which MercadoLibre users are able to fund their Mercado Pago accounts by depositing an equivalent amount with the unaffiliated entity.

In some of these arrangements, MercadoLibre credits the Mercado Pago account before the unaffiliated entity transfers the funds to MercadoLibre to settle the transaction.

The amounts pending settlement are recognized in the consolidated balance sheets as credit card receivables and other means of payments.

91 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Transfer of financial assets

The Company may sell credit card receivables and loans receivable to financial institutions, included within “ Credit card receivables and other means of payments, net ” and “ Loans receivable, net ”.

These transactions may qualify to be accounted for as a true sale.

Accounting guidance on transfer of financial assets establishes that the transferor has surrendered control over transferred assets if and only if all of the following conditions are met:

When all the conditions are met, the Company derecognizes the corresponding financial asset from its consolidated balance sheets.

As of December 31, 2024 and 2023, Accounts payable and accrued expenses include $ 898 million and $ 159 million, respectively, related to the sale of credit card receivables from Mercado Libre S.R.L.

(payment aggregator) of payments transactions processed by Mercado Pago Servicios de Procesamiento S.R.L.

(payment acquirer) in Argentina.

Concentration of credit risk

4 unchanged sentences

Due to the relatively small dollar amount of individual accounts receivable and loans receivable, the Company generally does not require collateral on these balances.

During the years ended December 31, 2023 and 2022, no single customer accounted for more than 5% of net revenues.

During the years ended December 31, 2024 and 2023, no single customer accounted for more than 5% of net revenues and financial income.

As of December 31, 2024 and 2023, no single customer, except for credit card processing companies, accounted for more than 5% of accounts receivable and loans receivable.

Credit card receivables and other means of payments, net line of the consolidated balance sheets shows the Company’s credit exposure to not more than 10 entities in each of the countries where the Company offers its payments solution.

USD Coin (“USDC”) is accounted for as a financial instrument measured at fair value;

one USDC can be redeemed for one U.S.

dollar on demand from the issuer.

USDC balance is included in current other assets of the consolidated balance sheets.

84 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Inventories, consisting of products and mobile point of sale (“MPOS”) devices available for sale, are accounted for using the weighted average price method, and are valued at the lower of cost or net realizable value.

1 unchanged sentence

Third-party sellers whose products are stored at the Company’s fulfillment centers, maintain the ownership of their inventories hence these products are not included in Company’s inventories balances.

Customer crypto-assets safeguarding assets and liabilities

Staff Accounting Bulletin (“SAB”) No.

121 expresses views of the SEC’s staff regarding the accounting for entities that have obligations to safeguard crypto-assets held for their platform users as well as any agent acting on its behalf in safeguarding the users’ crypto-assets.

As long as an entity is responsible for safeguarding the crypto-assets held for its platform users, including maintaining the cryptographic key information necessary to access the crypto-assets, the SEC’s staff view is that the entity should present a liability on its balance sheet to reflect its obligation to safeguard the crypto-assets held for its platform users.

The entity’s safeguarding liability is measured at initial recognition and each reporting date at the fair value of crypto-assets held for its platform users.

The staff also believes it would be appropriate for the entity to recognize an asset at the same time that it recognizes the safeguarding liability, measured at initial recognition and each reporting date at the fair value of the crypto-assets held for its platform users.

The Company operates a platform that allows its customers to access digital asset exchange and custody services provided by third-party Service Providers (“SPs”) to buy, sell and hold crypto-assets in an account in the customer’s name at the SPs.

The Company does not provide execution, custody or safeguarding services for the customers’ crypto-assets and does not maintain (or ever have access to) the cryptographic key information and wallets necessary to access the crypto-assets, nor does the Company have any legal title or claim to those crypto-assets.

The SPs are responsible for maintaining the internal record-keeping of the customers’ crypto-assets, and for securing and protecting them from loss or theft.

Even though the Company is not responsible for the custody or safeguarding of crypto-assets, the Company has concluded that it is in scope of SAB 121 as:

(i) the Company designed the manner in which the crypto-assets are custodied and the manner in which Mercado Pago Platform (“MP Platform”) users are able to access their crypto-assets through the MP Platform, as well as through its agents;

(ii) the MP Platform users must use the SPs designated by the Company in order to have the crypto-assets reflected in their Mercado Pago wallets;

(iii) MP Platform users that have crypto-assets reflected in their Mercado Pago wallets must access their crypto-assets through the MP Platform;

(iv) while MP Platform users do have a contractual relationship directly with the SPs, they are not able to provide transaction instructions directly to the SPs outside the MP Platform;

and (v) the Company expects that it will be involved in resolving complaints from customers about their crypto-assets holding.

As of December 31, 2023 and 2022, the fair value of the crypto-assets held in the customers’ names at the SPs that the Company recognized on its consolidated balance sheets for both the crypto-asset safeguarding liability and the corresponding safeguarding asset, which are included in “Customer crypto-assets safeguarding liabilities” and “Customer crypto-assets safeguarding assets,” respectively, was $ 34 million and $ 15 million, respectively, which consisted of $ 18 million and $ 6 million of Bitcoin, $ 7 million and $ 5 million of Ether, and $ 9 million and $ 4 million of other crypto-assets, respectively.

Custody services of customers’ crypto-assets is provided by not more than 2 entities in each of the countries where the Company offers its digital assets feature as part of the Mercado Pago wallet.

Property and equipment, net

4 unchanged sentences

During 2024 and 2023, the Company capitalized $ 292 million and $ 240 million, respectively.

85 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Operating lease right-of-use assets and operating lease liabilities

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.

Leases that grant the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise and leases with a lease term for the major part of the remaining economic life of the underlying asset are classified as finance leases.

Right-of-use (“ROU”) assets acquired under finance leases are recorded in “Property and equipment, net.” All other leases are classified as operating leases.

Operating leases are included in operating lease right-of-use assets and operating lease liabilities in the consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term, which is a non-monetary asset, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease, which is a monetary liability.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most of the leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of lease payments.

The operating lease ROU asset also includes any lease prepaid payments made.

Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most of the leases do not provide an implicit rate, the Company uses incremental borrowing rates and internal rate of return for operating and finance leases, respectively, based on the information available at commencement date in determining the present value of lease payments.

The lease ROU asset also includes any lease prepaid payments made.

In addition, the Company elected to not separate lease components, except for aircraft for which the Company allocates payments to the lease and other services components based on estimated stand-alone prices.

The Company also elected to keep leases with an initial term of 12 months or less off of the balance sheet.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

92 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company considers the option in determining the classification and measurement of the lease.

The Company’s leases may include variable payments based on measures that include changes in price indices, market interest rates, or the level of sales at a physical store, which are expensed as incurred.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Finance lease ROU assets are amortized on a straight-line basis over the lease term, or over the remaining useful life of the underlying asset if the Company is reasonably certain to exercise the purchase option, when applicable.

The interest component of a finance lease is included in “Interest expense and other financial losses” within the consolidated statements of income, and recognized using the effective interest method over the lease term.

The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease.

Such assets are amortized over the lease period into cost of net revenues and operating expenses, and the recorded liabilities are accreted to the future value of the estimated retirement costs.

Such assets are amortized over the lease period into Cost of net revenues and financial expenses and operating expenses, and the recorded liabilities are accreted to the future value of the estimated retirement costs.

Goodwill and intangible assets

6 unchanged sentences

Intangible assets at fair value

The Company accounts for its digital assets, except for the USDC, as indefinite-lived intangible assets, in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets.

The Company accounts for its digital assets as indefinite-lived intangible assets, in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets.

The Company has ownership of and control over its digital assets and uses third-party custodial services to store its digital assets.

2 unchanged sentences

The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement.

Please refer to Note 2 – Summary of significant accounting policies – Recently Adopted Accounting Standards for further detail on the adoption of Accounting Standard Update (“ASU”) 2023-08, pursuant to which the Company transitioned from a cost less impairment measurement for its digital assets to a fair value measurement.

Impairment of long-lived assets

7 unchanged sentences

Goodwill is tested for impairment at the reporting unit level (considering each segment of the Company as a reporting unit) by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of such reporting unit.

As of December 31, 2023 and 2022, the Company elected to perform the quantitative impairment test for both goodwill and intangible assets with indefinite useful life.

86 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

For the year ended December 31, 2023, the fair values of the reporting units were estimated using the income approach.

Cash flow projections used were based on financial budgets approved by the board of directors.

The Company uses weighted average cost of capital for each reporting unit in the range of 11.5 % to 21.1 %.

Key drivers in the analysis include Average Selling Price (“ASP”), Take Rate defined as marketplace revenues as a percentage of Gross Merchandise Volume (“GMV”), Total Payment Volume Off Platform (“TPV Off”), Off Platform Take Rate defined as off platform revenues as a percentage of TPV Off, Wallet and Point TPV per Payer, Wallet Users over Total Population and Active Point devices.

In addition, the analysis includes a business to e-commerce rate, which represents growth of e-commerce as a percentage of Gross Domestic Product, Internet penetration rates as well as trends in the Company’s market share.

If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired.

No impairment loss has been recognized in the years ended December 31, 2023, 2022 and 2021 as Management’s assessment of the fair value of each reporting unit exceeds its carrying value.

If the carrying amount of the reporting unit exceeds its fair value, goodwill is impaired.

As of December 31, 2024, the Company performed its annual goodwill impairment analysis.

The Company’s annual impairment analysis included a qualitative assessment to determine if it is necessary to perform the quantitative impairment test.

After performing a qualitative impairment test, the Company concluded that it was more likely than not that the fair value of each reporting unit of the Company exceeds its carrying value.

Accordingly, there was no indication of impairment and the quantitative impairment test was not performed.

No impairment loss has been recognized in the years ended December 31, 2024, 2023 and 2022.

The Company is subject to U.S.

5 unchanged sentences

The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities.

93 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized.

Accordingly, Management periodically assesses the need to establish a valuation allowance for deferred tax assets considering positive and negative objective evidence related to the realization of the deferred tax assets.

In connection with this assessment, Management considers, among other factors, the nature, frequency, and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies that would be employed by the Company to prevent tax loss carryforwards from expiring unutilized.

In accordance with ASC 740, Management periodically assesses the need to either establish or reverse a valuation allowance for deferred tax assets considering positive and negative objective evidence related to the realization of the deferred tax assets.

In its assessment, Management considers, among other factors, the nature, frequency and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies, which would be employed by the Company to prevent tax loss carryforwards from expiring unutilized.

GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S.

6 unchanged sentences

It also provides guidance on derecognition, classification of a liability for unrecognized tax benefits, accounting for interest and penalties, accounting in interim periods and expanded income tax disclosures.

The Company classifies interest and penalties, if any, within income tax expense, in the consolidated statements of income.

The Company classifies interest and penalties within income tax expense, in the consolidated statements of income.

The Company is subject to taxation in the U.S.

1 unchanged sentence

The material jurisdictions that are subject to examination by tax authorities primarily include Argentina (for tax year 2018 onwards), the U.S.

(for tax year 2020 onwards), and Brazil and Mexico (for tax year 2018 onwards).

(for tax year 2021 onwards), Brazil and Mexico (for tax year 2019 onwards).

Tax incentives

1 unchanged sentence

eBazar.com.br Ltda., a Brazilian wholly-owned subsidiary of the Company, has ICMS (Imposto sobre Circulação de Mercadorias, Serviços de Transporte Interestadual, Intermunicipal e Comunicação) tax incentives granted by the State of Minas Gerais in the form of tax credits, through a special regime signed with the State by means of a term of agreement, which are aimed at implementing and expanding business in that State.

The Company accounted for the tax benefit netting against cost of net revenues for $ 69 million, $ 36 million and $ 15 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company accounted for the tax benefit netting against cost of net revenues and financial expenses for $ 103 million, $ 69 million and $ 36 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Social Contribution on Gross Revenues

Meli Developers Brasil Ltda., a Brazilian wholly-owned subsidiary of the Company which provides IT services, has been granted access to the Social Contribution on Gross Revenues (“CPRB” according to its Portuguese acronym) Regime, in accordance with Sections 7 to 9 of Law 12,546/2011, up to December 31, 2023.

The CPRB Regime comprises the payment of social security contributions at a 4.5% rate over the gross revenues, as opposed to 20% over the compensation paid to employees.

The Company accounted for the tax benefit netting against product and development technology expenses for $ 24 million and $ 9 million for the years ended December 31, 2023 and 2022, respectively ( no benefit accounted for during the year ended December 31, 2021).

87 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

This regime was extended from December 31, 2023, to December 31, 2024.

The CPRB Regime comprised the payment of social security contributions at a 4.5% rate over the gross revenues, as opposed to 20% over the compensation paid to employees.

The Company accounted for the tax benefit netting against product and development technology expenses for $ 24 million, $ 24 million and $ 9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Derivative financial instruments

2 unchanged sentences

As a consequence, the Company uses derivative instruments to reduce the volatility of earnings and cash flows which were designated as hedges.

All outstanding derivatives are recognized in the Company’s consolidated balance sheets at fair value except for the derivatives related to the Capped Call Transactions (as defined in Note 17 – Loans payable and other financial liabilities) which are recognized in equity at cost paid.

The designated derivative’s gain or loss in a cash flow hedge is initially reported as a component of accumulated other comprehensive loss and is subsequently reclassified into the financial statement line item in which the variability of the hedged item is recorded in the period the forecasted transaction affects earnings.

All outstanding derivatives are recognized in the Company’s consolidated balance sheets at fair value.

The designated derivative’s gain or loss in a cash flow hedge is initially reported as a component of accumulated other comprehensive loss and is subsequently reclassified into the consolidated statements of income in the financial statement line item in which the variability of the hedged item is recorded in the period the forecasted transaction affects earnings.

The designated derivative’s gain or loss in the net investment hedge is reported as a component of accumulated other comprehensive loss.

7 unchanged sentences

Cash flows associated with the fair value hedges are included in cash flows from investing activities on the consolidated statements of cash flows.

94 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company also uses future contracts to hedge the interest rate exposure of its asset-backed loan portfolio originated in Brazil.

In these cases, where the assets included in the portfolio share the same risk exposure, the Company designated the future contracts as fair value hedges under the portfolio layer method.

The derivative’s gain or loss is reported in the consolidated statements of income in the same line items as the change in the value of the financial assets due to the hedged risks.

Accordingly, the Company unlocks its portfolio's fixed rate to mitigate the effect of interest rate fluctuations.

Cash flows associated with the fair value hedges are included in cash flows from investing activities on the consolidated statements of cash flows.

Finally, the Company also hedges its economic exposure to foreign currency risk related to foreign currency denominated monetary assets and liabilities with foreign derivative currency contracts and interest rate fluctuation with swap contracts which were not designated as hedges.

1 unchanged sentence

Funds payable to customers

Funds payable to customers relate to the Company’s payments solution and are originated by the amounts due to users held by the Company.

Funds payable to customers relate to the Company’s digital account and are originated by the amounts due to users held by the Company.

Funds, net of any amount due to the Company by the user, are maintained in the user’s current account until withdrawal is requested by the user.

1 unchanged sentence

Amounts payable due to credit and debit card transactions

Amounts payable due to credit and debit card transactions are originated by purchase transactions carried out by the Company’s customers with debit and credit cards issued by Mercado Pago.

Amounts payable due to credit and debit card transactions are originated by purchase transactions carried out by the Company’s customers with debit and credit cards issued by the Company.

Provision for buyer protection program

9 unchanged sentences

See Note 17 – Long term retention program of these audited consolidated financial statements for more details.

Meli Dólar liability

Meli Dólar is a stablecoin issued by the Company that is pegged to the U.S.

Members of the Company’s loyalty program receive their cashback in Meli Dólar and all Mercado Pago users can buy, hold and sell the stablecoin without any fees.

The Company has elected to measure the liability related to the Meli Dólar program, which corresponds to the holding by third-parties of the Company’s stablecoin, at fair value.

Treasury stock

3 unchanged sentences

See Note 24 – Share repurchase program of these audited consolidated financial statements for further details.

Comprehensive income

Comprehensive income is comprised of two components, net income and other comprehensive (loss) income.

This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders.

Other comprehensive (loss) income includes t he cumulative adjustment relating to the translation of the financial statements of the Company’s fo reign subsidiaries, unrealized gains and losses on investments classified as available-for-sale, on hedging activities and the corresponding tax effects.

Total comprehensive income for the years ended December 31, 2024, 2023 and 2022 amounted to $ 1,281 million, $ 1,161 million and $ 533 million, respectively.

95 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Comprehensive income

Comprehensive income is comprised of two components, net income and other comprehensive income (loss).

This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders.

Other comprehensive income (loss) includes the cumulative adjustment relating to the translation of the financial statements of the Company’s foreign subsidiaries, unrealized gains and losse s on investments classified as available-for-sale, o n hedging activities and the corresponding tax effects.

Total comprehensive income for the years ended December 31, 2023, 2022 and 2021 amounted to $ 1,161 million, $ 533 million and $ 36 million, resp ectively.

Foreign currency translation

3 unchanged sentences

dollars by using year-end exchange rates while income and expense accounts are translated at the average monthly rates in effect during the year, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used.

The resulting translation adjustment is recorded as a component of other comprehensive income (loss).

The resulting translation adjustment is recorded as a component of other comprehensive (loss) income.

Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings.

8 unchanged sentences

dollar increased 27.7%, 356.3% and 72.5%, respectively.

On December 10, 2023, a new Government took office with the aim to boost a deregulation of the Argentine economy and a reduction of the fiscal deficit mainly through cutting spending (including a reduction of different type of subsidies).

On December 13, 2023, the Argentine Government devalued the Argentine Peso from 366.45 to 799.95, which has generated an acceleration of the monthly inflation rate (25.5% in December 2023 and 20.6% in January 2024).

The comprehensive program pursued by the new Government includes reforms in the economy, justice, labor and social security, and tax among other areas which should be passed by the Congress.

The Company is permanently monitoring the evolution of the aforementioned program to determine the possible impacts that these new measures could have on the Company´s business and financial position.

The following table sets forth the assets, liabilities and net assets of the Company’s Argentine subsidiaries and consolidated VIEs, before intercompany eliminations, as of December 31, 2024 and December 31, 2023:

3 unchanged sentences

Net assets $ 1,381 $ 1,420

The following table provides information relating to net revenues and direct contribution (see Note 9 – Segments of these audited consolidated financial statements for definition of direct contribution) for the years ended December 31, 2023, 2022 and 2021 of the Company’s Argentine subsidiaries and consolidated VIEs:

The following table provides information relating to net revenues and financial income and direct contribution (see Note 10 – Segments of these audited consolidated financial statements for definition of direct contribution) for the years ended December 31, 2024, 2023 and 2022 of the Company’s Argentine subsidiaries and consolidated VIEs:

Year Ended December 31,

1 unchanged sentence

(In millions)

Net revenues $ 3,240 $ 2,500 $ 1,531

Net revenues and financial income $ 3,818 $ 3,550 $ 2,575

Direct contribution 1,675 1,680 1,063

89 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Argentine exchange regulations

In the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina.

Since the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina.

An entity’s authorization request to the Central Bank of Argentina (“CBA”) to access the official exchange market to make foreign currency payments may be denied depending on the circumstances.

4 unchanged sentences

dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as “Blue Chip Swap Rate”).

The Blue Chip Swap Rate has diverged significantly from Argentina’s official exchange rate (commonly known as exchange spread).

In recent years, the Blue Chip Swap Rate has been higher than Argentina’s official exchange rate.

As of December 31, 2023 and 2022, the spread of the Blue Chip Swap was 20.4 % and 94.2 %, respectively (see Note 25 – Share repurchase program of these audited consolidated financial statements.) As of the issuance date of these audited consolidated financial statements the spread of the Blue Chip Swap was 30.9 %.

Recently, the Blue Chip Swap Rate has diverged significantly from Argentina’s official exchange rate (commonly known as the exchange spread), being the Blue Chip Swap Rate has been higher than Argentina’s official exchange rate.

As of December 31, 2024 and 2023, the spread of the Blue Chip Swap was 14.7 % and 20.4 %, respectively (see Note 24 – Share repurchase program of these audited consolidated financial statements).

96 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

As part of the exchange controls, since 2019, the Argentine government imposes a tax on the acquisition of foreign currency through the official exchange market in certain circumstances.

4 unchanged sentences

and (iii) imported goods, which will be subject to a 7.5% tax rate, with certain exemptions (such as fuels and products of the basic food basket).

Later, the Decree No.

29/2023, modified the tax rate for the cases mentioned above under ii) and iii) from 7.5% to 17.5%.

On September 2, 2024, the Decree No.

777/2024 reestablished the tax rate for cases ii) and iii) mentioned above from 17.5% to 7.5%.

Finally, on December 18, 2024, the General Resolution 5,617/2024 confirmed that the maturity of this tax would not be prolonged and, therefore, it ceased to be valid as of December 23, 2024.

Revenue recognition

6 unchanged sentences

Revenues related to final value fees and flat fees are recognized at the time that the transaction is successfully concluded (which occurs when the marketplace transaction is confirmed right after processing the payment).

■ Revenues from shipping services are generated when a buyer elects to receive the item through the Company’s shipping service and the service is rendered to the customer.

■ Revenues from shipping services are generated when a buyer elects to receive an item through the Company’s shipping service and the service is rendered to the customer.

When the Company acts as an agent, revenues derived from the shipping services are recognized at the time the transaction is successfully concluded for third-party sales, and presented net of the transportation costs charged by third-party carriers.

3 unchanged sentences

■ Revenues from inventories sales are generated when control of the good is transferred to the Company’s customers, which occurs upon delivery to the customer.

■ Revenues from advertising services provided to sellers, vendors, brands and others, through performance products (Product Ads and Brand Ads) and display formats, are recognized based on the number of clicks and impressions, respectively.

■ Revenues from advertising services provided to sellers, vendors, brands and others, through different products (Product Ads, Brand Ads, Display Ads and Video Ads) and display formats, are recognized based on the number of clicks and impressions, respectively.

■ Classified advertising services are recorded as revenue ratably during the listing period.

Those fees are charged at the time the listing is uploaded onto the Company’s platform and are not subject to successful sale of the items listed.

90 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Fintech transactions

■ Revenues from commissions the Company charges for transactions off-platform derived from the use of the Company’s payments solution or Mercado Pago credit and debit cards, and revenues derived from insurtech transactions, are recognized once the transaction is considered completed, when the payment is processed by the Company, net of rebates granted.

The Company also earns revenues as a result of offering financing to its Mercado Pago users, either when the Company finances the transactions directly or when the Company sells the corresponding financial assets to financial institutions.

■ Revenues from commissions the Company charges for transactions off-platform derived from the use of the Company’s payments solution or Mercado Pago, credit and debit cards, revenues from commissions the Company charges for its asset management product, and revenues derived from insurtech transactions, are recognized once the transaction is considered completed, when the payment is processed by the Company, net of rebates granted.

The Company also earns revenues as a result of offering installments to its Mercado Pago users, either when the Company finances the transactions directly or when the Company sells the corresponding financial assets to financial institutions.

When the Company finances the transactions directly, the financing component is separated from the revenue amount and is recognized over the financing period using the interest method.

When the Company sells the corresponding financial assets to financial institutions, the result of such sale is accounted for as financing revenues net of financing costs at the time of transfer of the financial assets.

The aggregate gain included in “Fintech services” revenues arising from financing transactions and sales of financial assets, net of the costs recognized on sale of credit card receivables, is $ 1,440 million, $ 1,054 million and $ 575 million, for the years ended December 31, 2023, 2022 and 2021, respectively.

■ Revenues from sale of mobile point of sale products are recognized when control of the good is transferred.

■ Revenues from interest earned on loans and advances granted to merchants and consumers, and credit card transactions are recognized over the period of the loan and are based on effective interest rates.

The Company places loans on non-accrual status at 90 days past due.

The aggregate gain included in “Financial services and income” revenues arising from financing transactions and sales of financial assets, net of the costs recognized on sale of credit card receivables, is $ 1,767 million, $ 1,440 million and $ 1,054 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

■ Revenues from sale of mobile point of sale products are recognized when control of the good is transferred, which occurs upon delivery to the customer.

■ Revenues from interest earned on loans granted to merchants and consumers, and credit card transactions are recognized over the period of the loan and are based on effective interest rates.

The Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

97 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

■ Interest earned on cash and investments as part of Mercado Pago activities, net of interest gains pass through our Brazilian users in connection with our asset management product, are recognized over the period of the investment and are based on effective interest rates or changes in its fair value, depending on the valuation technique of the investment (please refer to sections "Cash and cash equivalents" and "Investments" for further details).

When more than one service is included in one single arrangement with the same customer, the Company recognizes revenue according to multiple element arrangements accounting, distinguishing between each of the services provided and allocating revenues based on their respective estimated selling prices.

Benefits granted to customers under the Company’s loyalty program are accounted for as material rights and therefore the allocated amount of revenue is deferred until the customers exercise their material rights or until expiration, whichever occurs first.

Revenues recognized under ASC 606 “Revenue from contracts with customers” amounted to $ 15,137 million, $ 10,487 million and $ 7,450 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenues recognized under ASC 860 “Transfers and Servicing” and ASC 310 “Receivables” amounted to $ 3,986 million, $ 3,087 million and $ 1,359 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Revenues not recognized under ASC 606 amounted to $ 5,640 million, $ 4,620 million and $ 3,330 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Contract balances

3 unchanged sentences

See Note 7 – Loans receivable, net of these audited consolidated financial statements for information related to the allowance for doubtful accounts with respect to the Company’s loans receivable.

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the year in accordance with ASC 606.

Contract liabilities from contracts with customers consists of fees received related to unsatisfied performance obligations at the end of the year in accordance with ASC 606.

Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following months.

Deferred revenue as of December 31, 2022 was $ 44 million , of which substantially all was recognized as revenue during the year ended December 31, 2023.

As of December 31, 2023, total deferred revenue was $ 29 million , mainly due to fees related to classified advertising services billed and loyalty programs that are expected to be recognized as revenue in the coming months.

The Company’s subsidiaries in Brazil, Argentina and Colombia are subject to certain sales taxes which are classified as cost of net revenues and totaled $ 1,119 million, $ 790 million and $ 569 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Contract liabilities from contracts with customers as of December 31, 2023 was $ 51 million, of which substantially all was recognized as revenue during the year ended December 31, 2024.

As of December 31, 2024, total contract liabilities from contracts with customers recognized within current other liabilities was $ 77 million, mainly due to fees related to classified advertising services billed, subscriptions and loyalty programs, shipping services and inventory sales that are expected to be recognized as revenue in the coming months.

The Company’s subsidiaries in Brazil, Argentina and Colombia are subject to certain sales taxes which are classified as cost of net revenues and financial expenses and totaled $ 1,367 million, $ 1,165 million and $ 812 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Brazilian Tax Reform

In December 2023 the Brazilian National Congress approved the Tax Reform that will change the consumption taxation (goods and services), replacing ICMS (State tax) and ISS (Municipal tax) by IBS (Goods and Services Tax) and PIS/COFINS (Federal taxes) by CBS (Goods and Services Federal Tax).

In December 2023 the Brazilian National Congress approved a tax reform that will change the consumption taxation (goods and services), replacing ICMS (State tax) and ISS (Municipal tax) by IBS (Goods and Services Tax) and PIS/COFINS (Federal taxes) by CBS (Goods and Services Federal Tax).

Overall, IBS and CBS will have a single flat rate, around 28% according to current studies, full non-cumulative system (taxpayer full entitlement to recover taxes paid in the previous transactions), and a 7-year transition, starting in 2026.

Also, this change will simplify the Brazilian Tax Legislation, reducing tax litigation between taxpayers and the Government.

The next step is to start discussions over the supplementary regulation that will detail the new tax system.

These discussions should take place in the Brazilian Congress in 2024 and will enable the taxpayers to better understand the impacts of all changes in their operations.

91 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Also, this change will simplify Brazilian tax legislation, which is expected to reduce tax litigation between taxpayers and the government.

In this regard, in January 2025, the first part of the regulation for the tax reform on consumption was approved.

The text contains rules for the implementation of the CBS and IBS.

For the CBS, the transition will be faster, starting in 2026 and ending in 2027.

In contrast, the transition for the IBS will occur starting in 2029, with an end date in 2033.

Advertising costs

2 unchanged sentences

Advertising costs for the years ended December 31, 2024, 2023 and 2022 amounted to $ 1,053 million, $ 787 million and $ 593 million, respectively.

Recently Adopted Accounting Standards

On October 28, 2021, the Financial Accounting Standards Board (“FASB”) issued the ASU 2021-08 “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”.

The amendments in this update improve comparability for the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination by specifying for all acquired revenue contracts regardless of their timing of payment (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities.

The amendments provide consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination.

The Company adopted this standard effective as of January 1, 2023 and it did not have a material impact on the Company’s financial statements.

On March 31, 2022, the FASB issued the ASU 2022-02 “Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures (Topic 326):

Financial Instruments – Credit Losses”, which eliminates the accounting guidance on TDRs, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

In addition, the guidance requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investment in leases.

The amendments should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, where an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.

The Company adopted this standard effective as of January 1, 2023 and it did not have a material impact on the Company’s financial statements.

On September 29, 2022, the FASB issued the ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations”.

The amendments in this update require entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations outstanding at the end of the reporting period, including a rollforward of those obligations.

The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations.

The Company adopted this standard effective as of January 1, 2023, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The guidance should be applied retrospectively to all periods in which a balance sheet is presented, except for the rollforward requirement, which should be applied prospectively.

The Company and certain financial institutions participate in a supplier finance program (“SFP”) that enables certain of the Company’s suppliers, at their own election, to request the payment of their invoices to the financial institutions earlier than the terms stated in the Company’s payment policies.

Suppliers’ voluntary inclusion of invoices in the SFP does not change the Company’s payment terms, the amounts paid or liquidity.

The supplier invoices that have been confirmed as valid under the program require payment in full according to the terms established in the Company’s payment policies (a range of 60 and 90 days from the invoicing date).

There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

The Company has no economic interest in a supplier’s decision to participate in the SFP and has no financial impact in connection with the SFP.

As of December 31, 2023 and 2022, the obligations outstanding that the Company has confirmed as valid to the financial institutions amounted to $ 381 million and $ 227 million, respectively, and are included in the consolidated balance sheets within accounts payable and accrued expenses line.

On December 13, 2023, the FASB issued the ASU 2023-08 “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets”.

The amendments in this update improve the accounting for and disclosure of certain crypto assets.

It applies to assets that meet all of the following criteria:

meet the definition of intangible assets as defined in the Codification, do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets, are created or reside on a distributed ledger based on blockchain or similar technology, are secured through cryptography, are fungible and are not created or issued by the reporting entity or its related parties.

An entity is required to subsequently measure assets that meet those criteria at fair value with changes recognized in net income each reporting period.

The amendments in this update are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance).

If the Company adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.

The amendments require a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which the Company adopts the amendments.

The Company adopted this standard effective January 1, 2023, resulting in an increase of the carrying value of the digital assets of $ 15 million, a gain of $ 14 million recognized within the “General and administrative” line item and an increase in the beginning balance of retained earnings of $ 1 million.

The digital assets are presented within “Intangible assets at fair value” in the consolidated balance sheets.

98 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The following table presents the digital assets name, cost basis, fair value, and number of units for each significant digital asset holding as of December 31, 2023:

Digital asset name Cost basis Fair value Number of units held

(in millions, except for number of units held)

Bitcoin $ 6 $ 17 412.7

Ether 3 7 3,041.6

The following table summarizes the digital assets rollforward activity during the year ended December 31, 2023:

December 31, 2023

(in millions)

Balance at beginning of year (1)

Adoption of ASU 2023-08 1

Gains included in net income 14

Balance at end of year (2)

(1) Included in Intangible assets, net as of December 31, 2022.

(2) Included in Intangible assets at fair value as of December 31, 2023.

The method used by the Company for determining the cost basis of its digital assets is the weighted average price method.

Accounting Pronouncements Not Yet Adopted

On November 27, 2023, the FASB issued the ASU 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures”.

Recently Adopted Accounting Standards

On November 27, 2023, the FASB issued the Accounting Standard Update (“ASU”) 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures”.

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

3 unchanged sentences

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

The Company adopted this guidance in the fourth quarter of 2024.

Please refer to Note 10 – Segments of these audited consolidated financial statements for additional information.

On January 23, 2025, the SEC issued the Staff Accounting Bulletin (“SAB”) No.

122 to rescind the interpretive guidance in SAB No.

121 regarding the accounting for obligations to safeguard crypto-assets that an entity holds for platform users.

122 is effective upon publication in the Federal Register and applies to entities on a fully retrospective basis in annual periods beginning after 15 December 2024.

The changes can be applied in any earlier interim or annual period included in filings after the effective date.

The Company adopted this guidance in the fourth quarter of 2024, removing both the “Customer crypto-assets safeguarding assets” and the “Customer crypto-assets safeguarding liabilities” line items from the consolidated balance sheets, with retrospective application (the amount of the related asset and liability as of December 31, 2023 arose to $ 34 million).

This adoption did not have an impact on previously reported net income, earnings per share, retained earnings or other components of equity or total equity.

Accounting Pronouncements Not Yet Adopted

On December 14, 2023, the FASB issued the ASU 2023-09 “Income Taxes (Topic 740):

6 unchanged sentences

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

On November 4, 2024, the FASB issued the ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments in this update improve financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to financial statements at interim and annual reporting, such as the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption;

a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 (as clarified by ASU 2025-01).

Early adoption is permitted.

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

FINTECH REGULATIONS

New regulations issued by the Central Banks and other regulators of the countries where the Company operates its Fintech business are described below.

During March 2022, the Central Bank of Brazil announced new rules for payment institutions based on their size and complexity and raised standards for required capital.

In March 2022, the Central Bank of Brazil announced new rules for payment institutions based on their size and complexity and raised standards for required capital.

The new framework, which was effective starting in July 2023 with full implementation by January 2025, will extend the application of the rule regarding proportionality of regulatory requirements (currently applicable to conglomerates of financial institutions) to financial conglomerates led by payment institutions.

The new rules require a gradual increase in regulatory capital requirements for the Company’s regulated Brazilian subsidiaries until 2025:

6.75% from July 2023, 8.75% from January 2024 and 10.50% from January 2025.

The new rules require a gradual increase, between 2023 and 2025, in the regulatory capital requirements applicable to the Company’s regulated Brazilian subsidiaries based on the following schedule:

from July 2023 onwards, 6.75%, from January 2024 onwards, 8.75% and from January 2025 onwards, 10.50%.

On January 2, 2024, article 28 of Law 14,690 came into force, which caps the total amount that may be charged to a credit card holder in the form of interest and financial charges at the value of the original debt.

The BACEN also adopted rules in Resolution CMN N° 5,112 that provide guidance and define criteria for calculating the original value of the debt in card revolving and invoice financing operations.

To comply with the new regulation, we reduced the duration of the credit card invoice financing plans beginning in January 2024.

On June 28, 2024, Law No.

14,905 was enacted, modifying Decree No.

22,626, known as the "Lei da Usura".

The law came into force on August 28, 2024, resulting in operations undertaken with institutions authorized by the BACEN, such as Mercado Pago Instituição de Pagamento Ltda., no longer being subject to the previously imposed interest rate cap.

99 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

On December 30, 2021, the board of the CBA issued a regulation by which financial institutions must set up a reserve of 100 % of the customer funds deposited by payment service providers that offer payment accounts.

According to this new regulation, from January 1, 2022, 100 % of the customer funds that have not been invested by users in Mercado Fondo, have remained deposited at financial institutions, and such financial institutions deposited 100% of those funds at the CBA, and available for users.

On September 22, 2022, the CBA modified the aforementioned resolution and established that financial institutions in which the Company deposits customer funds may invest up to 45 % of funds that have not already been invested by users in Mercado Fondo in Argentine, peso-denominated treasury bonds due May 23, 2027.

As a result of the amended regulation, the Company withdrew on September 5, 2022 the cases it had originally filed challenging the December 30, 2021 regulation.

On August 24, 2023, the CBA issued Communication “A” 7825, which states that payment service providers who offer payment accounts (“PSPOCP” according to its Spanish acronym) must allocate in full to their clients any compensation received from financial institutions for investing clients’ funds held in deposit accounts into Argentine treasury bonds.

Since August 25, 2023, MercadoLibre S.R.L.

is not receiving any compensation from financial institutions for clients’ funds held in deposit account.

As a consequence, Communication “A” 7825 has no applicable effect for MercadoLibre S.R.L.

On September 14, 2023, the CBA issued Communication “A” 7861 establishing that starting on December 1, 2023, DEBIN (debit immediate), the main and simple funding source of Mercado Pago users’ accounts, will be suspended and replaced with a pull transfer method that requires the consent of the client outside of Mercado Pago’s environment before the first use.

After several extensions, on January 11, 2024, the CBA issued a new regulation establishing that the suspension of DEBIN must be effective starting on April 30, 2024.

On April 29, 2022, MercadoLibre, S.A.

de C.V., Institución de Fondos de Pago Electrónico, a Mexican subsidiary obtained the final approval by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or the “CNBV”) to operate as an Electronic Payment Institution (Institución de Fondos de Pago Electrónico or “IFPE”, as referred to by the Financial Technology Institutions Act) which enables that entity to issue, manage, redeem and make electronic transfers of money on behalf of its clients, through computer applications, interfaces, web sites or any other means of electronic or digital communication.

MercadoLibre, S.A.

de C.V., Institución de Fondos de Pago Electrónico became a regulated financial entity towards third parties, effective on May 11, 2022 duly published in the Official Gazette, and is subject to the supervision and jurisdiction of the relevant Mexican financial regulators, including but not limited to the National Commission for the Protection and Defense of Users of Financial Services, CNBV and the Central Bank of Mexico.

Amongst the regulatory obligations to which Electronic Payment Institutions are subject, the following are noteworthy:

a) maintain minimum capital requirements, b) maintain sufficient reserves in high-quality liquid assets (e.g.

cash, treasury bills, etc.), so as to be able to redeem, on par, the funds held on behalf of the clients, c) comply with anti-money laundering and countering of terrorism financing regulations, d) develop and maintain sound cybersecurity and information security policies, including but not limited to the performance of recurrent vulnerability tests and the deployment of strict infrastructure controls.

On May 18, 2023 and May 30, 2023, the CBA enacted new regulations establishing that (i) QR codes must be interoperable with credit card payments, effective as from May 1, 2024;

and (ii) digital wallets that allow credit card payments by reading QR codes must be interoperable, effective as from July 29, 2024.

These regulations also expanded the payment services providers (“PSP”) registry and established that certain entities that accept, acquire, aggregate or sub-acquire payments must be registered.

Under these regulations, MercadoLibre S.R.L.

was registered as a Payment Aggregator in the "Registry of Payment Service Providers" of the CBA on June 24, 2024 and as a Payment Accepter in the "Registry of Payment Service Providers" of the CBA on April 10, 2024.

Mercado Pago Servicios de Procesamiento S.R.L.

was registered as an Acquirer in the "Registry of Payment Service Providers" of the CBA on February 23, 2024.

On September 14, 2023, the CBA established that starting on December 1, 2023, DEBIN (debit immediate), the main and simple funding source of Mercado Pago users’ accounts, will be suspended and replaced with a pull transfer method that requires the consent of the client outside of Mercado Pago’s environment before the first use.

After several extensions of the application of the rule, on April 30, 2024, the CBA approved a new method of pull transfer that no longer requires the consent of the client outside of Mercado Pago’s environment.

On June 6, 2024, the CBA established that PSPOCP are no longer required to distribute the returns generated by their clients' funds.

However, financial institutions are still required to set up a reserve of 100% of the customer funds deposited by Mercado Pago and may invest up to 45% of those funds in Argentine bonds.

On June 4, 2024, Mercado Pago Inversiones S.R.L.

was established.

After its registration in the General Inspection of Justice on August 9, 2024, on September 2, 2024, this subsidiary requested a Comprehensive Settlement and Clearing Agent license to the Argentinian National Securities Commission, which was authorized on February 5, 2025.

In addition, the subsidiary initiated the registration as a Comprehensive Investment Fund Placement and Distribution Agent (“ACDI”), which is still pending approval.

On June 4, 2024, Mercado Pago Asset Management S.A.

was established.

After its registration in the General Inspection of Justice on August 5, 2024, on September 2, 2024, this subsidiary requested a Product Administration Agent of Collective Investment - Common Investment Funds license and requested the creation of a Money Market Mutual Fund ("Mercado Fondo Ahorro") to the Argentinian National Securities Commission.

Both authorizations were granted on February 5, 2025.

In addition, this subsidiary requested the replacement of Industrial Asset management S.A.

as Management Agent of “Mercado Fondo”, which is still pending approval.

As of the date of this filing, Mercado Pago Inversiones S.R.L.

and Mercado Pago Asset Management S.A.

have not yet begun their operations.

On October 12, 2022, the Chilean Congress approved the Fintech and Open-Banking Law Project, which was published on January 4, 2023, and came into effect on February 3, 2023.

2 unchanged sentences

(i) Alternative Transaction Systems, (ii) Crowdfunding Financing Platforms, (iii) Financial Instrument Intermediation, (iv) Order Routing, (v) Credit Advisory, and (vi) Investment Advisory.

Pursuant to this law, Mercado Pago Crypto S.A.

shall file a license request with the Commission for the Financial Market (“CMF” according to its Spanish acronym) in order to continue offering Order Routing services through the “buy, hold and sell” product launched in 2023 in collaboration with Ripio Chile SpAp.

The rules governing the specifics of this filing and the license that CMF must grant, were issued on January 12, 2024, giving Mercado Pago Crypto S.A.

until February 2025 to file the license request.

In addition, an Open Finance System is created to allow financial service providers to exchange customer financial information.

The CMF has until June 3, 2024 to issue secondary regulation.

On April 27, 2023, the CMF authorized the merger of Mercado Pago Operadora S.A.

(formerly known as “MercadoPago S.A.”) and Red Procesadora de Pagos Limitada, effective on May 1, 2023.

This merger allows Mercado Pago Operadora S.A.

to extend the processing of transactions and enable businesses and entrepreneurs in Chile the opportunity to access the Company’s ecosystem of Fintech services.

Pursuant to this law, in January 2025, Mercado Pago Crypto S.A.

submitted the license application to the Chilean Commission for the Financial Market (“CMF”) within the legal deadline for its ruling, which is still pending approval.

On April 8, 2024, the Chilean Congress published the Cybersecurity Law.

Although Mercado Pago Chilean entities already comply with the law’s main obligations as a result of being regulated entities, pursuant to this new law, such entities will be subject to a new regulator and must comply with certain reporting requirements for cybersecurity incidents.

We expect that the Mercado Pago Chilean entities will be required to comply with these new reporting requirements sometime during 2025 or 2026.

On May 30, 2024, the Chilean Congress passed Law 21,673, amending Law 20,009, which, effective as of June 1, 2024, establishes a limited liability regime for users of prepaid cards in case of loss, theft, or fraud.

Pursuant to Law 21,673, there may be instances in which an issuer may suspend a refund in the event of fraud or serious fault on behalf of the user claiming such refund on account of allegedly fraudulent charges.

Mercado Pago Emisora S.A.

completed the implementation of these measures for its compliance.

In June 2023, MercadoPago S.A.

Compañía de Financiamiento obtained a license to operate as a financial institution in Colombia, and therefore is able to offer credits, digital accounts, investments and prepaid cards.

We expect this new company to be operational by the first quarter of 2024 and be subject to minimum capital, reporting, consumer protection and risk management requirements.

Compañía de Financiamiento obtained a license issued by Colombian Financial Superintendence to operate as a financial institution in Colombia, enabling it to offer credits, digital accounts, investments and prepaid cards.

As a financial company it is subject to minimum capital, reporting, consumer protection and risk management requirements.

On April 22, 2024, MercadoPago S.A.

Compañía de Financiamiento started operations initially offering only the “Ordinary Deposit” product.

In accordance with regulations, customers' funds are now subject to regulatory liquidity, reserve, and solvency requirements to ensure their protection.

On April 12, 2024, MercadoPago Uruguay S.R.L.

initiated a process with the Central Bank of Uruguay (“BCU”) to be authorized to act as a payment acquirer with transfers, as an activity related to electronic money issuances, in compliance with new regulations that came into effect on March 1, 2024.

On July 3, 2024, MercadoPago Uruguay S.R.L.

received authorization from the BCU to offer payment with transfers acquiring services.

100 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

In July 2023, MercadoPago Uruguay S.R.L.

obtained the approval by the BCU to operate as an Electronic Money Issuing Institution (“IEDE”) facilitating electronic money transfers.

On October 1, 2023, MercadoPago Uruguay S.R.L.

started operations, and since then, must adhere to regulations regarding the placement of user funds, including the obligation to deposit and maintain these funds in designated local bank accounts to guarantee the availability of balances in each user’s digital account.

In October 2023, MercadoPago Uruguay S.R.L.

was authorized by the BCU, subject to the terms of the regulations, to invest its user funds in short-term investments, including “overnight” bank deposits, leveraging results and assuming associated risks.

On April 17, 2024, MercadoPago Uruguay S.R.L.

was approved as a participant in the automated clearing house managed by Urutec S.A.

This approval allows MercadoPago Uruguay S.R.L.

to participate in the fast payment system and offer a new payment method to its users:

interoperable QR transfer payments.

In September 2024, the BCU announced that they approved the release of the interoperable QR transfer payment feature of the payment system.

On November 10, 2022, the Central Reserve Bank of Peru (“BCRP”) enacted regulations related to the card payment processing system that applies to issuers, acquirers and payment facilitators.

1 unchanged sentence

was registered by the BCRP as a payment facilitator entity, allowing it to (a) affiliate merchants to the card payment system, (b) offer POS, and (c) transmit or process card payment orders and /or participate in the process of settlement to the merchants affiliated.

On February 20, 2024, the Register of Entities with Payments by Card agreement form was completed, in accordance with BCRP requirements.

NET INCOME PER SHARE

2 unchanged sentences

The conversion of these notes was included in the calculation for diluted earnings per share utilizing the “if converted” method for the year ending December 31, 2023 and 2022.

For the year ended 2021, the effect of the conversion of the 2028 Notes would have been antidilutive and, as a consequence, it was not factored into the calculation of diluted earnings per share.

Accordingly, conversion of these 2028 Notes is not assumed for purposes of computing diluted earnings per share if the effect is antidilutive.

The denominator for diluted net income per share for the years ended on December 31, 2023 and 2022 did not include any effect from the capped call transactions entered into by the Company with certain financial institutions with respect to shares of the Company’s common stock (“2028 Notes Capped Call Transactions”), which were settled on September 1, 2023, because it would be antidilutive.

See Note 17 – Loans payable and other financial liabilities to these consolidated financial statements for more details regarding the 2028 Notes and the 2028 Notes Capped Call Transactions.

Net income per share of common stock is as follows for the years ended December 31, 2024, 2023 and 2022:

26 unchanged sentences

Foreign government debt securities (Central Bank of Brazil mandatory guarantee) 469 114

Cash in bank accounts (Argentine Central Bank regulation) 309 496

Cash in bank accounts (Mexican National Banking and Securities Commission regulation) 91 9

Cash in bank account (Argentine Central Bank regulation) 471 309

Cash in bank account (Mexican National Banking and Securities Commission regulation) 149 91

Time deposits (Mexican National Banking and Securities Commission regulation) 297 314

Cash in bank accounts (Chilean Commission for the Financial Market regulation) 42 4

Cash in bank account (Chilean Commission for the Financial Market regulation) 130 42

Time deposits (Chilean Commission for the Financial Market regulation) 39 54

Money market (Secured lines of credit guarantee) 14 7

Cash in bank accounts (Central Bank of Uruguay mandatory guarantee) 1 —

Cash in bank account (Central Bank of Uruguay mandatory guarantee) — 1

Time deposits (Central Bank of Uruguay mandatory guarantee) 3 1

1 unchanged sentence

Foreign government debt securities (Central Bank of Uruguay mandatory guarantee) — 2

Cash in bank accounts (Financial Superintendence of Colombia regulation) — 1

Money market (Financial Superintendence of Colombia regulation) — 5

Total restricted cash and cash equivalents 2,064 1,292

12 unchanged sentences

Total long-term investments $ 1,203 $ 162

(1) Investments from securitization transactions are restricted to the payment of amounts due to third-party investors.

(1) Cash, cash equivalents and investments from securitization transactions are restricted to the payment of amounts due to third-party investors.

(2) Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flows.

(3) As of December 31, 2024 and 2023, includes $ 3,370 million and $ 2,283 million considered restricted due to Central Bank of Brazil mandatory guarantee.

Also, as of December 31, 2023, includes $ 6 million that guarantees a line of credit and is considered restricted.

Also, as of December 31, 2024 and 2023, includes $ 5 million and $ 6 million, respectively, that guarantees a line of credit and is considered restricted.

As of December 31, 2024, includes $ 17 million considered restricted due to the Central Bank of Uruguay’s mandatory guarantee.

(4) As of December 31, 2024, includes $ 42 million of collateral as part of credit card scheme arrangement rules in Brazil, and is considered restricted.

As of December 31, 2024 and 2023, the time deposits in excess of $ 100 thousand, are in majority foreign deposits.

(5) As of December 31, 2024, $ 337 million foreign government debt securities and $ 1 million corporate debt securities are held by a consolidated VIE.

(6) As of December 31, 2024, includes $ 2 million considered restricted due to Brazilian stock market mandatory guarantee to operate with futures contracts.

102 | MercadoLibre, Inc.

36 unchanged sentences

Balance at beginning of year $ 4 $ — $ 17

Net charged (credited) to Net income 4 ( 2 ) ( 3 )

Net (credited) charged to Net income ( 2 ) 4 ( 2 )

Charges utilized/ Currency translation adjustments/ Write-offs and other adjustments ( 2 ) — ( 15 )

7 unchanged sentences

Derivative instruments 38 1

Tax credit from promotional regime in Argentina 15 15

Incentives to be collected 66 35

Receivables with suppliers 3 9

Prepaid expenses 46 27

2 unchanged sentences

Judicial deposits $ 10 $ 8

VAT credits 2 12

Income tax credits 4 22

Sales tax credits 107 2

Derivative instruments 20 22

11 unchanged sentences

Vehicles 4 166 151

Work in progress 144 62

Subtotal 2,413 2,073

9 unchanged sentences

General and administrative 17 16 21

Depreciation and amortization $ 404 $ 309 $ 145

Depreciation $ 466 $ 404 $ 309

Other liabilities

(In millions)

Deferred revenue $ 29 $ 44

Contract liabilities from contracts with customers $ 77 $ 51

Contingent considerations and escrows from acquisitions 3 1

1 unchanged sentence

Derivative instruments 17 21

Meli Dólar liability 31 —

Current other liabilities $ 209 $ 119

105 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

(In millions)

1 unchanged sentence

Contingent considerations and escrows from acquisitions 8 8

Joint venture — 3

Incentives collected in advance 9 9

Derivative instruments 14 10

Salaries and social security payable — 6

Non current other liabilities $ 216 $ 200

99 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Supplier finance programs

Suppliers’ voluntary inclusion of invoices in the SFP does not change the Company’s payment terms, the amounts paid or liquidity.

There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

The Company has no economic interest in a supplier’s decision to participate in the SFP and has no financial impact in connection with the SFP.

As of December 31, 2024 and 2023, the obligations outstanding that the Company has confirmed as valid to the financial institutions amounted to $ 425 million and $ 381 million, respectively, and are included in the consolidated balance sheets within accounts payable and accrued expenses line.

The rollforward of the Company’s outstanding obligations confirmed as valid under its supplier finance program for the year ended December 31, 2024 is as follows:

December 31, 2024

(In millions)

Confirmed obligations outstanding at the beginning of the year $ 381

Invoices confirmed during the year 2,368

Confirmed invoices paid during the year ( 2,297 )

Currency translation ( 27 )

Confirmed obligations outstanding at the end of the year $ 425

LOANS RECEIVABLE, NET

7 unchanged sentences

Non current loans receivable, net $ 179 $ 65

The Company classifies loans receivable as “On-line merchant”, “Consumer”, “In-store merchant” and “Credit cards”.

As of December 31, 2023 and December 31, 2022, Loans receivable, net were as follows:

106 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company classifies loans receivable as “Merchant”, “Consumer”, “Credit cards” and “Asset-backed”.

As of December 31, 2024 and 2023, Loans receivable, net were as follows:

December 31, 2024

1 unchanged sentence

(In millions)

On-line merchant $ 429 $ ( 119 ) $ 310

Merchant $ 1,205 $ ( 417 ) $ 788

Consumer 2,591 ( 696 ) 1,895

In-store merchant 332 ( 137 ) 195

Credit cards 2,639 ( 557 ) 2,082

Asset-backed 138 ( 8 ) 130

Total $ 6,573 $ ( 1,678 ) $ 4,895

2 unchanged sentences

(In millions)

On-line merchant $ 394 $ ( 120 ) $ 274

Merchant $ 761 $ ( 256 ) $ 505

Consumer 1,789 ( 591 ) 1,198

In-store merchant 267 ( 145 ) 122

Credit cards 1,209 ( 236 ) 973

Asset-backed 19 ( 1 ) 18

Total $ 3,778 $ ( 1,084 ) $ 2,694

1 unchanged sentence

As of December 31, 2024 and 2023, the Company is exposed to off-balance sheet unused agreed loan commitment on credit cards portfolio which expose the Company to credit risks for $ 2,872 million and $ 934 million, respectively.

For the years ended December 31, 2023 and 2022 the Company recognized in Provision for doubtful accounts $ 8 million and $ 8 million as expected credit losses, respectively.

For the years ended December 31, 2024, 2023 and 2022 the Company recognized in Provision for doubtful accounts $ 18 million, $ 8 million and $ 8 million as expected credit losses, respectively.

From time to time, the Company sells loans receivable related to its lending solution.

In this regard, during 2024, the Company signed a contract with a third party to sell an amount up to $ 100 million dollar of its loans receivable, as part of its funding strategy.

These loans were originated by its Mexican subsidiary and provided to its local users.

This transaction is accounted for as a true sale and the Company has a continuing involvement related to a servicing fee charged to the purchaser for collection services and regarding a beneficial interest retained by the Company over the transferred assets.

Both involvement events do not preclude the fact that this operation qualifies as a true sale as the purchaser has full control over the transferred assets.

As of December 31, 2024, the Company sold $ 44 million of loans receivable and recorded a gain of $ 1 million related to the aforementioned contract.

107 | MercadoLibre, Inc.

3 unchanged sentences

December 31, 2024

On-line merchant Consumer In-store merchant Credit cards Total

Consumer Credit cards Asset-backed

(In millions)

5 unchanged sentences

December 31, 2023

On-line merchant Consumer In-store merchant Credit cards Total

Consumer Credit cards Asset-backed

(In millions)

4 unchanged sentences

Balance at end of year $ 256 $ 591 $ 236 $ 1 $ 1,084

The increase in write-offs, for the year ended December 31, 2023 compared to the same period in 2022, is mainly generated by higher originations of loans receivable in 2022, compared to the same period in 2021, generating a higher write-offs effect in the year ended December 31, 2023.

December 31, 2022

On-line merchant Consumer In-store merchant Credit cards Total

Merchant Consumer Credit cards Total

(In millions)

5 unchanged sentences

The Company closely monitors credit quality for all loans receivable on a recurring basis to assess and manage its exposure to credit risk.

To assess merchants and consumers seeking a loan under the Mercado Credito solution, the Company uses, among other indicators, risk models internally developed, as a credit quality indicator to help predict the merchant’s and consumer’s ability to repay the principal balance and interest related to the credit.

To assess merchants and consumers seeking a loan under the lending solution, the Company uses, among other indicators, risk models internally developed, as a credit quality indicator to help predict the merchant’s and consumer’s ability to repay the principal balance and interest related to the credit.

The risk model uses multiple variables as predictors of the merchant’s and consumer’s ability to repay the credit, including external and internal indicators.

23 unchanged sentences

As of December 31, 2024 and 2023, renegotiations represented 1.4 % and 2.8 % of the loans receivable portfolio, respectively.

As described in Note 2 – Summary of significant accounting policies, the Company places loans on non-accrual status at 90 days past due.

As described in Note 2 – Summary of significant accounting policies, the Company places loans on non-accrual status at 90 days past due, except for credit card loans which are placed on non-accrual status 60 to 65 days past due.

Interests related to loans on non-accrual status are recognized on cash-basis.

There are no loans receivable on non-accrual status for which there is no related allowance for doubtful accounts.

BUSINESS COMBINATIONS, GOODWILL, AND INTANGIBLE ASSETS

Business combinations

Acquisition of a payment services company in Chile

On December 13, 2021, the Company, through its subsidiaries Mercado Pago LLC and SFSC LLC, completed the acquisition of 100 % of the equity interest of Redelcom S.A., a payment services provider that also offers point-of-sales terminals with the latest technology to retailers in the Republic of Chile.

Redelcom is located and organized under the laws of Chile.

The objective of the acquisition was to consolidate the Company’s value proposition in Chile and enhance the growth of its multiple payment tools and digital financial solutions.

The aggregate purchase price for the acquisition was $ 24 million, measured at its fair value amount, which included:

(i) the total cash payment of $ 16 million;

(ii) an escrow of $ 3 million and (iii) $ 5 million of contingent consideration.

The Company’s consolidated statements of income include the results of operations of the acquired business as from December 2021.

The net loss before intercompany eliminations of the acquired Company included in the Company’s consolidated statement of income since the acquisition amounted to less than $ 1 million for the year ended December 31, 2021.

In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred.

109 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The following table summarizes the purchase price allocation for the acquisition:

Redelcom S.A.

(In millions)

Cash and cash equivalents $ 1

Convertible notes agreements 1

Other net tangible liabilities ( 2 )

Total net tangible assets acquired $ —

Purchase Price $ 24

The purchase price was allocated based on the final measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the initial accounting date.

The valuation of identifiable intangible assets acquired reflects Management’s estimates based on the use of established valuation methods.

The Company recognized goodwill for this acquisition based on Management’s expectation that the acquired business will improve the Company’s business.

Arising goodwill was allocated to each of the segments identified by the Company’s Management, considering the synergies expected from this acquisition and it is expected that the acquisition will contribute to the earnings generation process of such segments.

Goodwill arising from this acquisition is not deductible for tax purposes.

The results of operations for periods prior to the acquisitions, individually and in the aggregate, were not material to the Company’s consolidated statements of income and, accordingly, pro forma information has not been presented.

Acquisition of a shipping company in Brazil

On November 3, 2021, the Company, through its subsidiary eBazar.com.br Ltda., completed the acquisition of 100 % of the equity interest of Kangu Participações S.A.

and its subsidiaries, a logistics technology platform which connects sellers, e-commerce companies, carriers, third-party logistics providers and consumers through its vertically integrated network of drop-off and pick-up points throughout Brazil, Mexico and Colombia.

Kangu Participações S.A.

is located and organized under the laws of Brazil.

The objective of the acquisition was to enhance the capabilities of the Company in terms of logistics.

The aggregate purchase price for the acquisition was $ 53 million, measured at its fair value amount, which included:

(i) the total cash payment of $ 38 million at the time of closing;

(ii) an escrow of $ 4 million and (iii) $ 11 million related to the fair value at the acquisition date of a call option to purchase 20 % of the equity interest of Kangu Participações S.A.

As result of the acquisition, the Company recognized a gain for the fair value amount of the option.

The Company’s consolidated statements of income include the results of operations of the acquired business as from November 2021.

The acquired business contributed net income of $ 1 million for the period from November 3, 2021 to December 31, 2021.

In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred.

The following table summarizes the purchase price allocation for the acquisition:

Kangu Participações S.A.

(In millions)

Cash and cash equivalents $ 3

Other net tangible assets 1

Total net tangible assets acquired $ 4

Customer lists and non-compete agreements 1

Hubs network 3

Purchase Price $ 53

103 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The purchase price was allocated based on the final measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the initial accounting date.

The valuation of identifiable intangible assets acquired reflects Management’s estimates based on the use of established valuation methods.

The Company recognized goodwill for this acquisition based on Management’s expectation that the acquired business will improve the Company’s business.

Goodwill arising from this acquisition will be deductible for tax purposes in case of a merger between eBazar.com.br Ltda.

and Kangu Participações S.A.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets

The composition of goodwill and intangible assets is as follows:

December 31, 2024 December 31, 2023

(In millions)

2 unchanged sentences

Trademarks 4 4

Digital assets (1)

Amortizable intangible assets

7 unchanged sentences

Total intangible assets, net $ 12 $ 11

Intangible assets at fair value (1)

(1 ) Digital assets as of December 31, 2023 are included within “Intangible assets at fair value” of the consolidated balance sheets.

See Note 2 – Summary of significant accounting policies – Recently Adopted Accounting Standards of these audited consolidated financial statements for further detail.

The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 are as follows:

Year Ended December 31, 2024

Brazil Argentina Mexico Chile Colombia Other countries Total

Brazil Mexico Argentina Chile Colombia Other countries Total

(In millions)

Balance, beginning of the period $ 60 $ 10 $ 39 $ 37 $ 5 $ 2 $ 153

Effect of exchange rates changes 4 — 5 — 1 — 10

Balance, beginning of the year $ 64 $ 44 $ 10 $ 37 $ 6 $ 2 $ 163

Business acquisition 6 2 4 — — — 12

Currency translation adjustments ( 14 ) ( 7 ) — ( 4 ) ( 1 ) — ( 26 )

Balance, end of the period $ 56 $ 39 $ 14 $ 33 $ 5 $ 2 $ 149

104 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

Brazil Argentina Mexico Chile Colombia Other Countries Total

Brazil Mexico Argentina Chile Colombia Other countries Total

(In millions)

5 unchanged sentences

Aggregate amortization expense for intangible assets totale d $ 5 million, $ 6 million and $ 9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

110 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the remaining amortization of intangible assets with definite useful life as of December 31, 2024:

2 unchanged sentences

For year to be ended December 31, 2027 1

Reporting segments are based upon the Company’s internal organizational structure, the manner in which the Company’s operations are managed and resources are assigned, the criteria used by Management to evaluate the Company’s performance, the availability of separate financial information and overall materiality considerations.

Segment reporting is based on geography as the main basis of segment breakdown in accordance with the criteria, as determined by Management, used to evaluate the Company’s performance.

The Company’s segments include Brazil, Argentina, Mexico and other countries (which includes Chile, Colombia, Costa Rica, Ecuador, Peru and Uruguay).

Direct contribution consists of net revenues from external customers less direct costs, which include costs of net revenues, product and technology development expenses, sales and marketing expenses, provision for doubtful accounts and general and administrative expenses over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, payroll and third-party fees.

All corporate related costs have been excluded from the segment’s direct contribution.

Expenses over which segment managers do not currently have discretionary control, such as certain technology and general and administrative costs, are monitored by Management through shared cost centers and are not evaluated in the measurement of segment performance.

INTANGIBLE ASSETS AT FAIR VALUE

The following table presents the digital assets name, cost basis, fair value, and number of units for each significant digital asset holding as of December 31, 2024 and 2023:

Digital asset name December 31, 2024

Cost basis (1) Fair value Number of units held

(In millions, except for number of units held)

Bitcoin $ 6 $ 39 $ 412.7

Ether $ 3 $ 10 $ 3,049.8

Digital asset name December 31, 2023

Cost basis (1) Fair value Number of units held

(In millions, except for number of units held)

Bitcoin $ 6 $ 17 $ 412.7

Ether $ 3 $ 7 $ 3,041.6

(1) Cost basis of the digital assets is net of $ 21 million of impairment losses recognized prior to the adoption of ASU 2023-08.

The following table summarizes the digital assets rollforward activity during the years ended December 31, 2024 and 2023:

December 31, 2024 December 31, 2023

(in millions)

Balance at beginning of year

Adoption of ASU 2023-08 — 1

Gains included in net income 25 14

Balance at end of year

The method used by the Company for determining the cost basis of its digital assets was the weighted average price method.

The Company manages the business country-by-country to understand and focus on the specific needs and opportunities in those markets.

The Company’s chief executive officer is responsible for allocating resources and assessing performance and is therefore its chief operating decision maker (“CODM”).

The Company’s segments include Brazil, Argentina, Mexico and other countries (which includes Chile, Colombia, Costa Rica, Ecuador, Peru, Uruguay and the U.S.).

The CODM makes decisions considering all business lines within a country as whole and taking into account the synergies between the different lines in each of the countries’ integrated digital ecosystems.

The CODM evaluates the performance of the Company’s operating segments based on their Direct Contribution.

111 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Direct contribution consists of net revenues and financial income from external customers less segment costs, which include expenses, such as shipping operation costs (including warehousing costs), carrier and other operating costs, provision for doubtful accounts, cost of goods sold, collection fees, funding cost, salaries and wages, marketing expenses and hosting expenses.

All corporate related costs have been excluded from the segment’s direct contribution.

The following tables summarize the financial performance of the Company’s reporting segments:

Year Ended December 31, 2024

Brazil Argentina Mexico Other Countries Total

Brazil Mexico Argentina Other Countries Total

(In millions)

Net revenues $ 7,595 $ 3,240 $ 2,985 $ 653 $ 14,473

Direct costs ( 5,763 ) ( 1,837 ) ( 2,371 ) ( 595 ) ( 10,566 )

Net service revenues and financial income $ 10,033 $ 4,183 $ 3,614 $ 808 $ 18,638

Net product revenues 1,373 481 204 81 2,139

Net revenues and financial income 11,406 4,664 3,818 889 20,777

Local operating expenses ( 8,828 ) ( 3,650 ) ( 2,069 ) ( 730 ) ( 15,277 )

Depreciation and amortization ( 292 ) ( 160 ) ( 74 ) ( 42 ) ( 568 )

Total segment costs ( 9,120 ) ( 3,810 ) ( 2,143 ) ( 772 ) ( 15,845 )

Direct contribution 2,286 854 1,675 117 4,932

Operating expenses and indirect costs of net revenues ( 2,084 )

Operating expenses and indirect costs of net revenues and financial expenses ( 2,301 )

Income from operations 2,631

3 unchanged sentences

Foreign currency losses, net ( 182 )

Net income before income tax expense and equity in earnings of unconsolidated entity $ 1,553

Net income before income tax expense $ 2,432

112 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023 (1)

Brazil Argentina Mexico Other Countries Total

Brazil Mexico Argentina Other Countries Total

(In millions)

Net revenues $ 5,666 $ 2,500 $ 1,864 $ 507 $ 10,537

Direct costs ( 4,717 ) ( 1,488 ) ( 1,579 ) ( 481 ) ( 8,265 )

Net service revenues and financial income $ 6,946 $ 2,734 $ 3,322 $ 615 $ 13,617

Net product revenues 875 337 228 50 1,490

Net revenues and financial income 7,821 3,071 3,550 665 15,107

Local operating expenses ( 5,698 ) ( 2,238 ) ( 1,812 ) ( 577 ) ( 10,325 )

Depreciation and amortization ( 262 ) ( 133 ) ( 58 ) ( 38 ) ( 491 )

Total segment costs ( 5,960 ) ( 2,371 ) ( 1,870 ) ( 615 ) ( 10,816 )

Direct contribution 1,861 700 1,680 50 4,291

Operating expenses and indirect costs of net revenues ( 1,238 )

Operating expenses and indirect costs of net revenues and financial expenses ( 2,084 )

Income from operations 2,207

4 unchanged sentences

Net income before income tax expense and equity in earnings of unconsolidated entity $ 1,553

106 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

Year Ended December 31, 2022 (1)

Brazil Argentina Mexico Other Countries Total

Brazil Mexico Argentina Other Countries Total

(In millions)

Net revenues $ 3,910 $ 1,531 $ 1,172 $ 456 $ 7,069

Direct costs ( 3,233 ) ( 998 ) ( 1,139 ) ( 380 ) ( 5,750 )

Net service revenues and financial income $ 5,283 $ 1,638 $ 2,299 $ 465 $ 9,685

Net product revenues 515 255 276 49 1,095

Net revenues and financial income 5,798 1,893 2,575 514 10,780

Local operating expenses ( 4,692 ) ( 1,481 ) ( 1,466 ) ( 453 ) ( 8,092 )

Depreciation and amortization ( 206 ) ( 98 ) ( 46 ) ( 31 ) ( 381 )

Total segment costs ( 4,898 ) ( 1,579 ) ( 1,512 ) ( 484 ) ( 8,473 )

Direct contribution 900 314 1,063 30 2,307

Operating expenses and indirect costs of net revenues ( 878 )

Operating expenses and indirect costs of net revenues and financial expenses ( 1,238 )

Income from operations 1,069

3 unchanged sentences

Foreign currency losses, net ( 198 )

Net income before income tax expense and equity in earnings of unconsolidated entity $ 241

The following tables summarize net revenues per reporting segment, which have been disaggregated by similar products and services for the years ended December 31, 2023, 2022 and 2021:

Net income before income tax expense $ 780

(1) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

113 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following tables summarize net revenues and financial income per reporting segment, which have been disaggregated by similar products and services for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31, 2024

Brazil Argentina Mexico Other Countries Total

Other Countries (7)

(In millions)

4 unchanged sentences

Total commerce revenues

Fintech services (3)

7,038 3,072 1,407 642 12,159

Financial services and income (3)

2,416 566 1,748 232 4,962

Credit revenues (4)

1 unchanged sentence

Fintech products sales (5)

18 3 11 11 43

Total fintech revenues

Total net revenues

4,368 1,592 2,411 247 8,618

Total net revenues and financial income

$ 11,406 $ 4,664 $ 3,818 $ 889 $ 20,777

Year Ended December 31, 2023 (6)

Brazil Argentina Mexico Other Countries Total

Brazil Mexico

Other Countries (7)

(In millions)

4 unchanged sentences

Total commerce revenues 4,512 1,979 1,261 449 8,201

Fintech services (3)

Financial services and income (3)

2,136 382 1,602 197 4,317

2 unchanged sentences

Fintech products sales (5)

18 11 3 11 43

Total fintech revenues 3,309 1,092 2,289 216 6,906

Total net revenues

Total net revenues and financial income

$ 7,821 $ 3,071 $ 3,550 $ 665 $ 15,107

3 unchanged sentences

Year Ended December 31, 2022 (6)

Brazil Argentina Mexico Other Countries Total

Other Countries (7)

(In millions)

4 unchanged sentences

Total commerce revenues 3,072 1,282 1,085 369 5,808

Fintech services (3)

Financial services and income (3)

1,596 181 979 132 2,888

3 unchanged sentences

Total fintech revenues 2,726 611 1,490 145 4,972

Total net revenues

Total net revenues and financial income

$ 5,798 $ 1,893 $ 2,575 $ 514 $ 10,780

1 unchanged sentence

(2) Includes revenues from inventory sales and related shipping fees.

(3) Includes revenues from commissions the Company charges for transactions off-platform derived from use of the Company’s payment solution, revenues as a result of offering installments for the payment to its Mercado Pago users, either when the Company finances the transactions directly or when the Company sells the corresponding financial assets, Mercado Pago credit and debit card fees and insurtech fees.

(4) Includes interest earned on loans and advances granted to merchants and consumers, and interest earned on Mercado Pago credit card transactions.

(3) Includes revenues from commissions the Company charges for transactions off-platform derived from use of the Company’s payment solution and asset management product, revenues as a result of offering installments for the payment to its Mercado Pago users, either when the Company finances the transactions directly or when the Company sells the corresponding financial assets, interest earned on cash and investments as part of Mercado Pago activities, including those required due to fintech regulations, net of interest gains pass through our Brazilian users in connection with our asset management product, Mercado Pago debit card commissions and insurtech fees.

(4) Includes interest earned on loans and advances granted to merchants and consumers, and interest and commissions earned on Mercado Pago credit card transactions.

(5) Includes sales of mobile point of sales devices.

The following table summarizes the allocation of the property and equipment based on geography:

(6) Recast for consistency with the current presentation due to the change in the presentation of certain financial results.

(7) Revenues from external customers in the U.S.

amounted to $ 35 million for the year ended December 31, 2024.

There were no revenues from external customers in the U.S.

for the years ended December 31, 2023 and 2022.

The following tables summarize the allocation of the property and equipment based on geography:

December 31, 2024

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

US property and equipment, net $ 2 $ 1

Other countries

Argentina 208 188

Brazil 603 514

Mexico 345 206

Other countries 92 84

Property and equipment $ 1,078 $ 713 $ 434 $ 10 $ 178 $ 2,413

Accumulated depreciation ( 497 ) ( 239 ) ( 199 ) ( 6 ) ( 92 ) ( 1,033 )

Total property and equipment, net $ 581 $ 474 $ 235 $ 4 $ 86 $ 1,380

The following table summarizes the allocation of the operating lease right-of-use assets based on geography:

December 31, 2023

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

Argentina $ 51 $ 53

Brazil 396 286

Mexico 380 245

Other countries 72 72

Right of use asset, net $ 899 $ 656

Property and equipment $ 970 $ 554 $ 370 $ 7 $ 172 $ 2,073

Accumulated depreciation ( 367 ) ( 209 ) ( 162 ) ( 5 ) ( 80 ) ( 823 )

Total property and equipment, net $ 603 $ 345 $ 208 $ 2 $ 92 $ 1,250

115 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The following table summarizes the allocation of the goodwill and intangible assets based on geography:

The following tables summarize the allocation of the operating lease right-of-use assets based on geography:

December 31, 2024

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

US intangible assets at fair value (1)

US intangible assets, net (1)

Goodwill and intangible assets, net

Argentina 12 14

Other countries 50 52

Total goodwill and intangible assets $ 198 $ 178

(1 ) Digital assets as of December 31, 2023 are included within “Intangible assets at fair value” of the consolidated balance sheets.

See Note 2 – Summary of significant accounting policies – Recently Adopted Accounting Standards of these audited consolidated financial statements for further detail.

Right of use asset $ 618 $ 616 $ 76 $ 4 $ 115 $ 1,429

Accumulated amortization

( 139 ) ( 116 ) ( 36 ) ( 1 ) ( 39 ) ( 331 )

Total right of use asset, net $ 479 $ 500 $ 40 $ 3 $ 76 $ 1,098

December 31, 2023

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

Right of use asset $ 509 $ 480 $ 80 $ — $ 104 $ 1,173

Accumulated amortization

( 113 ) ( 100 ) ( 29 ) — ( 32 ) ( 274 )

Total right of use asset, net $ 396 $ 380 $ 51 $ — $ 72 $ 899

The following tables summarize the allocation of the goodwill and intangible assets based on geography:

December 31, 2024

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

Intangible assets at fair value $ — $ — $ — $ 49 $ — $ 49

Goodwill and intangible assets 64 43 23 — 71 201

Accumulated amortization

( 6 ) ( 4 ) ( 7 ) — ( 23 ) ( 40 )

Total goodwill and intangible assets, net $ 58 $ 39 $ 16 $ 49 $ 48 $ 210

December 31, 2023

Brazil Mexico Argentina U.S.

Other countries Total

(In millions)

Intangible assets at fair value $ — $ — $ — $ 24 $ — $ 24

Goodwill and intangible assets 73 53 17 — 73 216

Accumulated amortization

( 5 ) ( 9 ) ( 5 ) — ( 23 ) ( 42 )

Total goodwill and intangible assets, net $ 68 $ 44 $ 12 $ 24 $ 50 $ 198

116 | MercadoLibre, Inc.

10 unchanged sentences

observable inputs

(Level 2) Unobservable

(Level 3) Balances as of

4 unchanged sentences

observable inputs

(Level 2) Unobservable

(In millions)

17 unchanged sentences

Derivative instruments 58 — 58 — 23 — 23

USDC — — — 3 3 — —

Customer crypto-assets safeguarding assets 34 — 34 15 — 15 —

Intangible assets at fair value 49 49 — — 24 24 —

Total assets $ 6,912 $ 6,854 $ 58 $ — $ 4,741 $ 4,718 $ 23

Salaries and social security payable:

Long-term retention program $ 163 $ — $ 163 $ — $ 104 $ — $ 104

2 unchanged sentences

Derivative Instruments 31 — 31 — 31 — 31

Customer crypto-assets safeguarding liabilities 34 — 34 15 — 15 —

Meli Dólar liability (1)

31 — 31 — — — —

Total liabilities $ 229 $ — $ 225 $ 4 $ 135 $ — $ 135

(1) Measured at fair value with impact on the consolidated statements of income for the application of the fair value option.

(See Note 2 – Summary of significant accounting policies – Fair value option applied to certain financial instruments.)

(See Note 2 – Summary of significant accounting policies – Fair value option applied to certain investments and Meli Dólar liability.)

(2) As of December 31, 2024 and 2023 includes $ 283 million and $ 269 million, respectively, of money market funds from securitization transactions.

(See Note 5 – Cash, cash equivalents, restricted cash and cash equivalents and investments.)

(3) As of December 31, 2023 and 2022 includes $ 23 million and $ 21 million, respectively, of investments from securitization transactions that are restricted to the payment of amounts due to third-party investors.

In additional, includes foreign government debt securities that are also restricted due to regulations issued by the Central Banks and other regulators or because guarantees a line of credit.

(3) As of December 31, 2024 and 2023 includes $ 12 million and $ 23 million, respectively, of investments from securitization transactions.

(See Note 5 – Cash, cash equivalents, restricted cash and cash equivalents and investments.)

2 unchanged sentences

Notes to Consolidated Financial Statements

As of December 31, 2023 and 2022, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis were valued using i) Level 1 inputs:

The Company’s assets and liabilities measured and recorded at fair value on a recurring basis were valued using i) Level 1 inputs:

unadjusted quoted prices in active markets (Level 1 instrument valuations are obtained from observable inputs that reflect quoted prices (unadjusted) for identical assets in active markets);

6 unchanged sentences

As of December 31, 2024 and 2023, the Company had not changed the methodology nor the assumptions used to estimate the fair value of the financial instruments.

There were no transfers to and from Levels 1, 2 and 3 during the year ended December 31, 2023.

There were no transfers to and from Levels 1, 2 and 3 during the year ended December 31, 2022, other than as detailed in the table below.

The following tables summarize the reconciliation of the financial assets and liabilities measured at fair value using Level 3 inputs as of December 31, 2022:

Year Ended December 31, 2022

Derivative Instruments, net Contingent Considerations (1)

(In millions)

Balance, beginning of the year $ 11 $ ( 9 )

Net Additions 3 —

Settlements 7 1

Foreign Currency Translation ( 5 ) —

Losses in Other Comprehensive Income ( 15 ) —

Losses in Income Statement ( 28 ) —

Transfers out of level 3 27 —

Balance, end of the year $ — $ ( 8 )

(1) As of December 31, 2023, the contingent considerations measured at fair value using Level 3 inputs were settled.

The Company’s election of the fair value option applies to the:

i) Foreign government debt securities, and ii) U.S.

government debt securities.

The Company recognized fair value changes in interest income and other financial gains which includes the related interest income of those instruments.

Such fair value changes and interest income amount to $ 268 million, $ 154 million and $ 36 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, the cost and the estimated fair value of the Company’s investment in corporate debt securities classified as available for sale amounted to $ 30 million.

During the year ended December 31, 2023, the gross unrealized gains were less than $ 1 million.

As of December 31, 2022, the Company held no investment in corporate debt securities classified as available for sale.

However, during the year ended December 31, 2022, the Company purchased and sold these kind of instruments, being the proceeds from the sales $ 156 million and the gross realized gains less than $ 1 million.

The cost of these securities are determined under a specific identification basis.

The following table summarizes the net carrying amount of the corporate debt securities classified as available for sale, classified by its contractual maturities:

Balances as of

December 31, 2023

There were no transfers to and from Levels 1, 2 and 3 during the years ended December 31, 2024 and 2023.

The Company’s election of the fair value option applies to:

i) foreign government debt securities, ii) U.S.

government debt securities and iii) Meli Dólar liability.

The Company recognized fair value changes of foreign and U.S.

government debt securities, which include the related interest income of those instruments, in net service revenues and financial income if it is related to Mercado Pago’s operations (please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results) or in interest income and other financial gains if not.

Such fair value changes and interest income amount to gains of $ 329 million and $ 230 million in net service revenues and financial income, and $ 57 million and $ 38 million in interest income and other financial gains for the years ended December 31, 2024 and 2023, respectively.

The Meli Dólar liability has not presented changes in its fair value for the year ended December 31, 2024.

No Meli Dólar liability existed during the year ended December 31, 2023.

As of December 31, 2024 and 2023, the cost of the Company’s investment in corporate debt securities classified as available for sale amounted to $ 259 million and $ 30 million, respectively, and the estimated fair value amounted to $ 262 million and $ 30 million, respectively.

The cost of these securities is determined under a specific identification basis.

As of December 31, 2024 and 2023, the gross unrealized gains accumulated in the consolidated statements of comprehensive income amounted to $ 3 million and less than $ 1 million, respectively.

For the year ended December 31, 2024, the proceeds from sales of corporate debt securities amounted to $ 26 million.

There were no sales of corporate debt securities during the year ended December 31, 2023.

The following table summarizes the net carrying amount of the investments classified as available for sale (Corporate debt securities), classified by its contractual maturities:

(In millions)

5 unchanged sentences

Total available for sale investments

111 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the net carrying amount of the debt securities not classified as available for sale, classified by its contractual maturities or Management expectation to convert the investments into cash:

Balances as of

December 31, 2023 Balances as of

December 31, 2022

The following table summarizes the net carrying amount of the debt securities not classified as available for sale (U.S.

and foreign government debt securities), classified by its contractual maturities or Management expectation to convert the investments into cash:

(In millions)

5 unchanged sentences

More than five years 1 3

$ 3,747 $ 2,345

Total debt securities not classified as available for sale $ 5,674 $ 3,747

118 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Financial assets and liabilities not measured and recorded at fair value

6 unchanged sentences

Restricted cash and cash equivalents (1)

1,298 1,298 898 898

Investments 160 160 15 15

11 unchanged sentences

Total Liabilities $ 18,627 $ 18,533 $ 12,905 $ 12,851

As of December 31, 2023 and 2022, the carrying value of the Company’s financial assets (except for loans receivable and equity securities held at cost) not measured at fair value approximated their fair value mainly because of their short-term maturity.

(1) As of December 31, 2024 and 2023 includes $ 38 million and $ 12 million of cash in banks, and $ 171 million and $ 74 million of time deposits from securitization transactions, respectively.

(See Note 5 – Cash, cash equivalents, restricted cash and cash equivalents and investments.)

As of December 31, 2024 and 2023, the carrying value of the Company’s financial assets with determinable fair value (except for loans receivable) not measured at fair value approximated their fair value mainly because of their short-term maturity.

If these financial assets were measured at fair value in the financial statements, cash and restricted cash would be classified as Level 1 (where cost and fair value are aligned) and the remaining financial assets would be classified as Level 2.

The estimated fair value of the loans receivable would be classified as Level 3 based on the Company’s assumptions.

112 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2023 and 2022, the carrying value of the Company’s financial liabilities (except for 2028 Notes, 2026 Sustainability Notes and 2031 Notes) not measured at fair value approximated their fair value mainly because of their short-term maturity and the effective interest rates are not materially different from market interest rates.

If these financial liabilities were measured at fair value in the financial statements, these would b e classified as Level 2.

As of December 31, 2023 and 2022, the estimated fair value of the 2026 Notes would be $ 375 million and $ 359 million, respectively, and the estimated fair value of the 2026 Notes would be $ 599 million and $ 541 million, resp ectively, which is based on Level 2 inputs.

Also, as of December 31, 2022, the estimated fair value of the 2028 Notes was $ 884 million, and was classified as Level 2 based on the closing trading price per $ 100 principal amount of the 2028 Notes as of the last day of trading for the period.

The fair value of the 2028 Notes was primarily affected by the trading price of the Company’s common stock and market interest rates.

As of December 31, 2024 and 2023, the carrying value of the Company’s financial liabilities (except for 2026 Sustainability Notes and 2031 Notes) not measured at fair value approximated their fair value mainly because of their short-term maturity or because the effective interest rates are not materially different from market interest rates.

If these financial liabilities were measured at fair value in the financial statements, these would be classified as Level 2.

As of December 31, 2024 and 2023, the estimated fair value o f the 2026 Notes would be $ 351 million and $ 375 million, respectively, and the estimated fair value of the 2031 Notes would be $ 475 million and $ 599 million, respectively, which is based on Level 2 inputs.

Authorized, issued and outstanding shares

4 unchanged sentences

The holders of common stock do not have cumulative voting rights in the election of directors.

119 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

REDEEMABLE CONVERTIBLE PREFERRED STOCK

6 unchanged sentences

As of December 31, 2024, there were 4,179 shares of restricted stock outstanding under such plan.

113 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The components of income tax for the years ended December 31, 2024, 2023 and 2022 are as follows:

20 unchanged sentences

(In millions)

Net income before income tax $ 1,553 $ 780 $ 241

Net income before income tax expense and equity in earnings of unconsolidated entity $ 2,432 $ 1,553 $ 780

Income tax rate 21 % 21 % 21 %

4 unchanged sentences

Non-deductible expenses 27 107 54

Dividend distributions ( 32 ) 12 36

Tax on retained earnings 147 105 55

Foreign Tax effects ( 206 ) ( 137 ) ( 43 )

Non-taxable income ( 134 ) ( 167 ) ( 62 )

3 unchanged sentences

Tax Inflation Adjustments ( 130 ) ( 136 ) ( 35 )

Inventory Adjustments — — ( 1 )

True up ( 9 ) ( 3 ) ( 16 )

1 unchanged sentence

Income taxes are determined by each subsidiary on a standalone basis according to income tax law of each jurisdiction.

The Company’s consolidated effective tax rate for year ended December 31, 2023 as compared to 2022, decreased from 38.2 % to 36.6 % as a result of the reversal of the valuation allowances in one of the Company´s Mexican subsidiaries during the third quarter of 2023.

This decrease was partially offset by taxable foreign exchange gains accounted for local tax purposes in Argentina, which are not recorded for accounting purposes given that under U.S.

GAAP and due to Argentina’s highly inflationary status, Argentina’s operations’ functional currency is the U.S.

dollar, and higher non-deductible foreign exchange losses related to the acquisition of the Company´s own common stock in the Argentine market (please see Note 25 – Share repurchase program for further information).

The Company’s consolidated effective tax rate for year ended December 31, 2024 as compared to 2023, decreased from 36.6 % to 21.4 % largely as a result of i) no foreign exchange losses recognition during the year related to the acquisition of Company's common stock in the Argentine market, which was considered as a non-deductible expense (please see Note 24 – Share repurchase program for further information);

and (ii) lower taxable foreign exchange gains accounted for in Argentina for local tax purposes that are not recorded for accounting purposes since, under U.S.

GAAP, the Argentine operations’ functional currency is the U.S.

dollar due to the highly inflationary status of the country.

This decrease was partially offset by lower reversal of the valuation allowance in the year 2024 as compared to 2023.

121 | MercadoLibre, Inc.

6 unchanged sentences

Allowance for doubtful accounts $ 371 $ 234

Unrealized net gains 3 8

Unrealized net losses 4 3

Property and equipment, net 79 58

5 unchanged sentences

Inventories 18 14

Tax inflation adjustments — 3

Total deferred tax assets 1,443 1,115

3 unchanged sentences

Property and equipment, net ( 33 ) ( 21 )

Customer lists — ( 1 )

Unrealized net losses ( 4 ) ( 3 )

Unrealized net gains ( 7 ) ( 4 )

Goodwill ( 3 ) ( 4 )

2 unchanged sentences

Outside Basis Dividends ( 200 ) ( 182 )

Provisions ( 1 ) ( 8 )

Others ( 17 ) ( 1 )

Total deferred tax liabilities $ ( 261 ) $ ( 214 )

13 unchanged sentences

If not utilized, tax loss carryforwards will begin to expire as follows:

Thereafter 56

Without due dates 22

1 unchanged sentence

This valuation allowance includes $ 528 million and $ 304 million to fully reserve the outstanding U.S.

foreign tax credits as of December 31, 2023 an d 2022, respectively.

foreign tax credits as of December 31, 2024 and 2023, respectively.

The valuation allowance increased as of December 31, 2024 compared to 2023, mainly related to the impairment of $ 224 million on U.S.

foreign tax credit, offset by the reversal of $ 141 million given that is more likely than not that deferred tax assets from DeRemate.com de México, S.

de C.V., a Mexican subsidiary, will be realized in the foreseeable future.

The change in judgment regarding the realizability of the deferred tax assets of the Mexican subsidiary was triggered during the year ended December 31, 2023, as positive trends observed in recent periods became enough evidence to support the conclusion.

foreign tax credit, offset by the utilization of loss carryforwards impaired through the valuation allowance on its Mexican operation by $ 26 million.

Knowledge-based economy promotional regime in Argentina

On June 10, 2019, the Argentine government enacted Law No.

27,506 (knowledge-based economy promotional regime), which established a regime that provides certain tax benefits for companies that meet specific criteria, such as companies that derive at least 70 % of their revenues from certain specified activities related to the knowledge-based economy.

The regime was suspended on January 20, 2020, until new rules for the application of the knowledge-based economy promotional regime were issued.

On October 7, 2020, changes to the knowledge-based economy promotional regime were finally approved by the Congress.

The approved regime has effect from January 1, 2020 through December 31, 2029.

Based on the amended promotional regime, companies that meet new specified criteria shall be entitled to:

i) a reduction of the income tax burden ( 60 % for micro and small enterprises, 40 % for medium-sized enterprises and 20 % for large enterprises) over the promoted activities for each fiscal year, applicable to both Argentine source income and foreign source income, ii) stability of the benefits established by the knowledge-based economy promotional regime (as long as the beneficiary is registered and in good standing), and iii) a tax credit bond amounting to 70 % (which can be up to 80 % in certain specific cases) of the Company’s contribution to the social security regime of every employee whose job is related to the promoted activities (caps on the number of employees are applicable).

Such bonds can be used within 24 months from their issue date (which period can be extended for an additional 12 months in certain cases) to offset certain federal taxes, such as value-added tax.

On December 20, 2020, Argentina’s Executive Power issued Decree No.

1034/2020, which set the rules to implement the provisions of the knowledge-based economy promotional regime.

Eligible companies must enroll in a registry according to the terms and conditions to be established by the Application Authority, which will verify compliance with the requirements.

The Decree also set the mechanism for calculating the level of investment in research and development, the level of employee retention, exports, among others.

It also establishes that exports of services from companies participating in this regime will not be subject to export duties.

On January 13, 2021, Argentina’s Ministry of Productive Development –current Application Authority of the knowledge-based economy promotional regime– issued Resolution No.

4/2021, which was followed by Disposition N° 11/2021 issued by the Under Secretariat of Knowledge Economy on February 12, 2021.

Both rules establish further details on the requirements, terms, conditions, application, and compliance procedures to be eligible under the promotional regime.

In August 2021, the Under Secretariat of Knowledge Economy issued the Disposition 316/2021 approving MercadoLibre S.R.L.’s application for eligibility under the knowledge-based economy promotional regime.

Tax benefits granted pursuant to the promotional regime to MercadoLibre S.R.L.

were retroactive to January 1, 2020.

As a result, the Company accounted for an income tax benefit of $ 14 million for the year ended December 31, 2021, which $ 8 million corresponded to the year ended December 31, 2020.

The aggregate per share effect of the income tax benefit amounted to $ 0.29 for the year ended December 31, 2021.

Furthermore, the Company recorded a social security benefit of $ 45 million for the year ended December 31, 2021, which $ 15 million corresponded to the year ended December 31, 2020.

Given that the promotional regime establishes that exports of services by eligible companies are not subject to export duties, the Company recognized a gain of $ 24 million related to export duties accrued from January 2020 to August 2021 that are no longer required to be paid.

Additionally, for the year ended December 31, 2021, the Company accrued a charge of $ 4 million to pay knowledge-based economy promotional law audit fees and FONPEC (“Fondo Fiduciario para la Promoción de la Economía del Conocimiento”) contribution.

117 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

During the years ended December 31, 2023 and 2022, the Company accounted for an income tax benefit of $ 42 million and $ 27 million, respectively.

27,506 and complemented by Argentina’s Executive Power Decree No.

1034/2020, Argentina’s Ministry of Productive Development’s Resolution No.

4/2021 and the Under Secretariat of Knowledge Economy’s Disposition No.

Based on the promotional regime, companies that meet specified criteria shall be entitled to:

i) a reduction of the income tax burden over the promoted activities for each fiscal year, ii) stability of the benefits established by the knowledge-based economy promotional regime, and iii) a tax credit bond on the Company’s contribution to the social security regime of every employee whose job is related to the promoted activities.

On September 13, 2024, Argentina´s Secretariat of Entrepreneurs and Small and Medium Enterprises and Knowledge-Based Economy issued Resolution 267/2024, reducing the aggregate cap on base salaries used to calculate the tax credit bond to which companies that qualify for the regime are entitled from 40 million Argentine pesos to 5 million Argentine pesos;

the tax credit bond represents 70 % of the Company´s social security contributions for those employees whose jobs are related to the promoted activities, with a salary cap which has been reduced to the indicated limit.

MercadoLibre S.R.L uses the tax credit bond to offset federal taxes.

As a result, the Company recorded an income tax benefit of $ 33 million, $ 42 million and $ 27 million, during the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate per share effect of the income tax benefit amounted to $ 0.65 , $ 0.84 and $ 0.54 for the years ended December 31, 2024, 2023 and 2022, respectively.

Furthermore, the Company recorded a social security benefit of $ 67 million and $ 54 million for the years ended December 31, 2023 and 2022, respectively.

Additionally, during the years ended December 31, 2023 and 2022, the Company accrued a charge of $ 6 million and $ 5 million, respectively, to pay knowledge-based economy promotional law audit fees and FONPEC contribution.

Furthermore, the Company recorded a social security benefit of $ 24 million, $ 67 million and $ 54 million for the years ended December 31, 2024, 2023 and 2022, respectively.

COMMITMENTS AND CONTINGENCIES

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Proceeding-related liabilities are based on developments to date and historical information related to actions filed against the Company.

As of December 31, 2023, the Company had accounted for estimated liabilities involving proceeding-related contingencies and other estimated contingencies of $ 124 million within non current other liabilities to cover legal actions against the Company for which its Management has assessed the likelihood of a final adverse outcome as probable.

As of December 31, 2024, the Company had accounted for estimated liabilities involving proceeding-related contingencies and other estimated contingencies of $ 135 million (net of judicial deposits) within non current other liabilities to cover legal actions against the Company for which its 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 December 31, 2023, the Company and its subsidiaries are subject to certain legal actions considered by Management and its legal counsels to be reasonably possible for an aggregate amount up to $ 159 million .

In addition, as of December 31, 2024, 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 aggregate amount up to $ 257 million .

No loss amounts have been accrued for such reasonably possible legal actions, the most significant of which are described below.

123 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the contingencies activity during the years ended December 31, 2024, 2023 and 2022:

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Charged to Net income 176 335 16

Reclassifications of judicial deposits ( 273 ) — —

Judicial deposits ( 92 ) ( 273 ) —

Charges Utilized / Currency translation adjustments / Write-offs ( 73 ) 9 24

Balance at end of year $ 135 $ 124 $ 53

Brazilian preliminary injunction against the Brazilian tax authorities (withholding Income tax)

O n November 6, 2014, the Brazilian subsidiaries, Mercadolivre.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Pago.com Representações Ltda.

and the Argentine subsidiary, MercadoLibre S.R.L., filed a writ of mandamus and requested a preliminary injunction with the Federal Court of Osasco against the federal tax authority to avoid the withholding income tax ( “ IRRF ” ) over payments remitted by the Brazilian subsidiaries to MercadoLibre S.R.L.

for the provision of IT support and assistance services by the latter, and requested reimbursement of the amounts improperly withheld over the course of the preceding five (5) years.

Withholding Tax in the Brazil-Argentina Double Taxation Treaty

On November 6, 2014, the Brazilian subsidiaries, Mercadolivre.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda.

(formerly known as “Mercado Pago.com Representações Ltda.”) and the Argentine subsidiary, MercadoLibre S.R.L., filed a writ of mandamus and requested a preliminary injunction with the Federal Court of Osasco against the federal tax authority to avoid the withholding income tax (“IRRF”) over payments remitted by the Brazilian subsidiaries to MercadoLibre S.R.L.

for the provision of IT support and assistance services by the latter, and requested reimbursement of the amounts improperly withheld over the course of the preceding five (5) years, by applying the convention signed between Brazil and Argentina to prevent double taxation (the “Brazil-Argentina Treaty”).

The preliminary injunction was granted on the grounds that such withholding income tax violated the convention signed between Brazil and Argentina that prevents double taxation.

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However, the Vice President of the local Federal Court dismissed the remittance of the appeals to the Superior Courts and retained the cases in the local court.

Against this decision, the Company filed new appeals, one interlocutory appeal in the Federal Court and other interlocutory appeals in the Superior Courts.

On November 29, 2023, the interlocutory appeal was dismissed in the Federal Court, while the interlocutory appeals in the Superior Courts are pending judgment.

Besides, in recent cases involving other taxpayers which also applied the convention signed between Brazil and Argentina to prevent double taxation ("Convention") as amended by the 2017 protocol, the Superior Court of Justice decided the IRRF is due in the State of the source (i.e.

Against this decision, the Company filed new appeals, one interlocutory appeal in the Federal Court and other interlocutory appeal in the Superior Courts.

On November 29, 2023, the interlocutory appeal was dismissed in the Federal Court, whereas on April 3, 2024, the Superior Court of Justice decided to analyze whether the matter under consideration is capable of becoming a binding precedent.

In April 2024, the Company submitted a petition claiming that the case is fully capable of being judged as a binding precedent and the civil association Câmara Brasileira da Economia Digital submitted a petition as amicus curiae with the same arguments.

On October 14, 2024, the Superior Court of Justice decided the matter under consideration will be judged as a binding precedent.

Besides, in cases involving other taxpayers which also applied the convention signed between Brazil and Argentina to prevent double taxation ( “ Convention ” ) as amended by the 2017 protocol, the Superior Court of Justice decided the IRRF is due in the State of the source (i.e.

Brazil), given that the Convention grants such rights regardless whether the services provided between the parties contain transfer of technology or not.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case became probable based on the technical merits of the Company’s tax position and the existence of recent adverse decisions issued by the Superior Court of Justice.

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 previously mentioned.

For that reason, the Company has recorded a provision for the disputed amounts, which was $ 338 million as of December 31, 2024, and which was recorded in non-current other liabilities in the consolidated balance sheets, net of the corresponding judicial deposits for $ 307 million (which includes $ 60 million of interest income).

The provision has impacted the consolidated statement of income for the year ended December 31, 2023 within Product and technology development expenses by $ 261 million, Cost of net revenues b y $ 58 million, General and administrative expenses b y $ 1 million, b ased on the classification of the original expense to which the IRRF relates, and as a reversal of Interest income by $ 4 million that offsets the interest gains generated by the judicial deposits since the case became probable.

118 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Considering that the Brazil-Argentina Treaty to prevent double taxation was amended in 2017, the Company started a new tax claim for the period from January 2019 onwards, and the court granted a preliminary injunction recognizing the right of collecting the withholding tax at a 10 % rate.

As a result of this preliminary injunction, further judicial deposits of withholding tax will be based on a rate of 10 %.

According to the current stage of both cases, the Company maintains the provision considering a 15 % rate.

Interstate rate of ICMS-DIFAL on interstate sales

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In the same case, however, the Supreme Court ruled on the modulation of the effects of its decision (with retroactive effect).

From those 11 cases filed by the Company after the Supreme Court’s decision (after February 24, 202 1), 6 became final and unappealable in favor of the corresponding States ( cases related to the branch of Extrem a:

São Paulo, Rio Grande do Sul, Paraná, Distrito Federal, Bahia and Rio de Janeiro ), and therefore their corresponding liabilities were settled with the corresponding judicial deposits.

124 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

From those 11 cases filed by the Company after the Supreme Court’s decision (after February 24, 2021), 7 became final and unappealable in favor of the corresponding States (cases related to the branch of Extrema:

São Paulo, Rio Grande do Sul, Paraná, Distrito Federal, Bahia, Rio de Janeiro and Santa Catarina), and therefore their corresponding liabilities were settled with the corresponding judicial deposits.

Another one of the 11 cases became final and unappealable in favor of Ebazar.com.br Ltda.

Finally, the remaining 3 of those 11 cases are still pending and may not stand because of the modulation of effects with respect to that decision.

In addition, a case related to the State do Goiás received judgment in favor of the Company, as a result of which, in June 2024, the State filed an appeal that was rejected by the Court.

The case has not become final and unappealable.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing is probable.

For that reason, the Company has recorded a $ 3 million provision for the disputed amounts related to thes e 4 cases.

For that reason, the Company has recorded a $ 2 million provision for the disputed amounts related to these 3 cases, which are presented net of the corresponding judicial deposits of $ 2 million.

With respect to the 4 cases filed by the Company prior to the Supreme Court’s decision (before February 24, 2021), 2 of them became final and unappealable in favor of the Company.

Of the remaining 2 cases, for which a judgment is still pending, Management considers that the risk of losing is remote.

For that reason, the Company has not recorded any liability for the controversial amounts.

Of the remaining 2 cases, in June 2024, one of the cases.

related to the State of Rio de Janeiro, received judgment partially in favor of the Company.

Therefore, the Company presented a motion of clarification which is now pending judgment.

In September 2024, the other one of the cases, related to the State of Paraná, had been received in the Superior Tribunal of Justice to the judgment of a Special Appeal filed by the State, which is now pending.

The Company has not recorded any liability for the controversial amounts.

The Company deposited into court the disputed amounts.

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190/22 was published, outlining the general rules for the requirement of DIFAL and expressly mentioning the need to comply with the principle of anticipation or prospective application of taxes (pursuant to which no tax may be levied before the expiry of ninety days from the enactment of the law or in the same fiscal year of enactment).

Notwithstanding this provision, which expressly points to the need to comply with the anticipation, Brazil’s Federation Units have not complied with this guarantee.

Notwithstanding this provision, which expressly points to the need to comply with the anticipation, Brazil’s Federation States have not complied with this guarantee.

Therefore, eBazar.com.br Ltda.

and Mercado Pago Instituição de Pagamento Ltda., filed writs of mandamus to the 27 Federation Units, aimed at preventing the Brazilian tax authorities demand payments of the DIFAL.

and Mercado Pago Instituição de Pagamento Ltda., filed writs of mandamus to the 27 Federation States, aimed at preventing the Brazilian tax authorities demand payments of the DIFAL.

In this regard, the Brazilian Supreme Court (“STF”) has issued a decision regarding the constitutionality of the supplementary Law on November 29, 2023.

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190/22 to be constitutional, therefore, the ICMS-DIFAL is due from April 5, 2022, due to the corresponding time lapse of ninety days between the law enacting and the beginning of the charge.

The decision has not yet become final and unappealable and a motion to clarify is yet to be presented.

However, such motion to clarify, if and when presented, is unlikely to change the merit of the decision.

The decision has not yet become final and unappealable and a motion to clarify was presented on May 13, 2024.

However, such motion to clarify is unlikely to change the merit of the decision.

Management’s opinion, 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.

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Interstate rate of ICMS-DIFAL over fixed assets

From April to September 2022, the Brazilian subsidiary Mercado Envios Serviços de Logística Ltda., now incorporated by eBazar.com.br Ltda., also filed writs of mandamus to 3 Federation Units (São Paulo, Santa Catarina e Bahia), for the purpose of preventing the Brazilian tax authorities from demanding payment of the DIFAL over their respective fixed assets not explicitly addressed by the supplementary Law No.

From April to September 2022, the Brazilian subsidiary Mercado Envios Serviços de Logística Ltda., now incorporated by eBazar.com.br Ltda., also filed writs of mandamus to 3 Federation States (São Paulo, Santa Catarina and Bahia), for the purpose of preventing the Brazilian tax authorities from demanding payment of the DIFAL over their respective fixed assets not explicitly addressed by the supplementary Law No.

Regarding this topic, the STF has not expressly pointed to the principle of anticipation.

5 unchanged sentences

In this last controversy, the same decision above mentioned applies to the Brazilian subsidiary Mercado Envios Serviços de Logística Ltda., and its writs of mandamus.

Therefore, Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible for the period between January 1, 2022 to April 4, 2022, and prob able for the period between April 5, 2022 to December 31, 2022 based on the technical merits of the Company’s tax position.

Therefore, Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible 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 controversial amounts related to the period until April 4, 2022, and has recorded liabilities for the disputed amounts related to the period from April 5, 2022 to December 31, 2022 for $ 3 million which are presented net of the corresponding judicial deposits of $ 2 million.

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On January 31, 2022, a decision was rendered granting the injunction requested in order to exclude the amounts of tax benefits granted by the State of Minas Gerais in the tax base of IRPJ and CSLL.

However, the Court did not rule on the requirements set forth in article 30 of Law 12,973/14 and article 38 of Decree-Law 1577/98.

On August 14, 2023, a judgment was handed down in favor of the Company and the Public Prosecutor's Office filed an appeal.

During the fourth quarter of 2023 and after the judgment on Topic 1,182, the Superior Court of Justice ( “ STJ ” ) annulled a ruling by the Federal Regional Court which had denied its jurisdictional provision, determining the return of the files to the Court of origin so that the need to comply with the requirements could be analyzed.

Requirements in article 30 of Law 12,973/14 set forth the exclusion of presumed credits from the IRPJ and CSLL calculation basis, as in the judges' opinion this provision has not been revoked.

The ruling is deemed to be innovative because these requirements, until then, were not required in cases of presumed credit.

On January 31, 2024, after the Company presented its counter-appeal, the case was sent to the Federal Regional Court for judgment in the second instance, which is still pending.

On April 17, 2024, the Federal Regional Court ruled in favor of the Company.

Therefore, the Federal Government presented a motion of clarification, which was rejected in August 2024.

In response, the Federal Government filed a special appeal, but it was rejected on October 10, 2024.

Against this last decision, on October 29, 2024, the Tax Authority filed an Interlocutory Appeal.

On December 6, 2024, the case was remitted to the Superior Court of Justice.

On February 5, 2025, the STJ rejected the Interlocutory Appeal filed by the Tax Authority.

The case has not yet become final and unappealable.

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.

For that reason, the Company has not recorded any expense or liability for the disputed amounts.

The Company recorded an income tax benefit arising from the ICMS tax incentives during the year ended December 31, 2023 for $ 23 million and for the year ended December 31, 2022 for $ 17 million (of which $ 5 million corresponded to the year ended December 31, 2021).

The Company recorded a corresponding income tax benefit arising from the ICMS tax incentives for the period from September 2021 up to December 2023, which was $ 33 million as of December 31, 2024.

In December 2023 Law 14,789 was enacted, with effect from January 2024, modifying the previous regulation so that the inclusion of the presumed tax credits in the calculation basis of IRPJ/CSLL would become mandatory.

On October 18, 2024, the subsidiary eBazar.com.br Ltda.

filed two new writs of mandamus, seeking the recognition of the right not to submit to the illegal and unconstitutional requirement of the IRPJ and the CSLL on the presumed tax credits from transactions related to the ICMS in the fiscal year of 2024 forward.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case under the new laws is not more likely than not based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any expense or liability for the disputed am ounts.

T he Company recorded a corresponding income tax benefit arising from the ICMS tax incentives from January 2024 onwards, which was $ 31 million as of December 31, 2024.

On April 25, 2023, the Company filed a writ of mandamus seeking an injunction and claiming the exclusion of the amounts relating to the ICMS tax benefits granted by the State of Minas Gerais in the tax base of the Social Contributions (PIS and COFINS).

On May 26, 2023, a decision was rendered granting the injunction requested.

The Company is currently waiting for the final judicial decision.

On April 25, 2024, a ruling favorable to the Company was issued.

On June 7, 2024, the Federal Government filed an appeal.

The Company responded to the appeal and the case was referred to the Court for judgment on the request for an appeal.

On October 29, 2024, a decision was issued for the proceedings to be suspended until a final decision on the Topic 843/STF.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible but not probable based on the technical merits of the Company’s tax position.

For that reason, the Company has not recorded any expense or liability for the disputed am ounts.

The Company recorded $ 12 million of PIS and COFINS tax benefits arising from the ICMS tax incentives for the year ended December 31, 2023, of which $ 4 million corresponded to the period ended December 31, 2021, and $ 2 million corresponded to the period ended December 31, 2022.

Marketplace joint and several liability

In the context of intermediation transactions on the marketplace platform, the Brazilian subsidiary eBazar.com.br Ltda.

received four tax assessments aimed at collecting alleged ICMS debts for the 2017 to 2019 fiscal years, in the amount of $ 9 million, considering the exchange rate as of December 31, 2023 .

The tax assessments intend to attribute to eBazar.com.br Ltda.

the joint and several liability for the payment of ICMS allegedly due by sellers on the sale of goods without compliant invoices.

The Company presented its objections in August 2023 and received unfavorable decisions from the administrative court in the first instance.

The Companies filed appeals in each one of the cases with the administrative court, which are now pending.

Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case is reasonably possible, but not probable.

The Company recorded PIS and COFINS tax benefits arising from the ICMS tax incentives, which amount to $ 17 million as of December 31, 2024.

Services Tax exclusion in the tax base of the Federal Contributions (PIS/COFINS)

On August 29, 2017, the Brazilian subsidiaries, Ebazar.com.br Ltda., Ibazar.com Atividades de Internet Ltda., MercadoPago.com Representações Ltda., Mercado Envios Serviços de Logística Ltda., filed a writ of mandamus and requested a preliminary injunction before the Federal Justice in Osasco against the Federal Government to exclude the Municipal Service Tax in the tax base of the Federal Contributions (PIS/COFINS).

On August 29, 2017, the Brazilian subsidiaries, eBazar.com.br Ltda., Ibazar.com Atividades de Internet Ltda., Mercado Pago Instituição de Pagamento Ltda., and Mercado Envios Serviços de Logística Ltda., filed a writ of mandamus and requested a preliminary injunction before the Federal Justice in Osasco against the Federal Government to exclude the Municipal Service Tax in the tax base of the Federal Contributions (PIS/COFINS).

The federal judge granted the preliminary injunction and ruled in favor of the companies on January 15, 2019.

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Following the Federal Court's decision, the Federal Government filed two appeals with the superior courts.

However, since February 12, 2021, the mandamus remains suspended by a decision settled by the Brazilian Supreme Court, who shall judge the leading case and set a binding jurisprudence to this case.

Since February 12, 2021, the mandamus remained suspended by a decision settled by the Brazilian Supreme Court.

The Brazilian Supreme Court started over the judgment on August 28, 2024.

However, after a draw in the trial, the judges decided again to suspend the case.

Management, based on the opinion of external legal counsel and the current composition of the Brazilian Supreme Court (who has shown dubious jurisprudence in similar cases), is of the opinion that the risk of losing the case is probable.

For that reason, the Company has recognized a provision for the disputed amounts of $ 48 million .

120 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Administrative tax claims

On October 30, 2020 and November 9, 2020, MercadoPago.com Representações Ltda.

Federal taxes - Tax payments for the 2016 fiscal year

On October 30, 2020 and November 9, 2020, Mercado Pago Instituição de Pagamento Ltda.

and eBazar.com.br Ltda., respectively, received tax assessments claiming income tax payments for the 2016 fiscal year, with respective penalties and fines.

1 unchanged sentence

The tax authorities concluded that the Brazilian entities failed to submit sufficient evidence during the tax assessment that these services were necessary and effectively hired and paid by the Brazilian subsidiaries.

The tax assessments that MercadoPago.com Representações Ltda.

The tax assessments that Mercado Pago Instituição de Pagamento Ltda .

and eBazar.com.br Ltda.

2 unchanged sentences

The defenses were also complemented by specific descriptions for each project that was impacted by such services to justify the necessity of all the expenses in dispute.

On May 25, 2021, MercadoPago.com received an unfavorable decision from the administrative court in the first instance, and on June 28, 2021, eBazar.com.br also received an unfavorable decision from the administrative court in the first instance.

The Companies filed appeals in respect of both cases with the administrative court in the second instance, which are now pending.

The 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.

On May 25, 2021, Mercado Pago Instituição de Pagamento Ltda.

received an unfavorable decision from the administrative court in the first instance, and on June 28, 2021, eBazar.com.br also received an unfavorable decision from the administrative court in the first instance.

The Companies filed appeals in respect of both cases with the administrative court in the second instance.

On October 9, 2024, the administrative court of second instance issued a decision in order to return the case of eBazar.com.br Ltda.

back to the first instance in an evidentiary proceeding.

Therefore, eBazar.com.br provided a complementary report with more specific evidence.

Regarding Mercado Pago Instituição de Pagamento Ltda., the appeal is still pending.

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.

For that reason, the Company has not recorded any expense or liability for the disputed amounts.

126 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Federal taxes - Revenue accounts 2017 fiscal year

On December 30, 2022 , eBazar.com.br Ltda.

3 unchanged sentences

The tax authorities also claimed that the company failed in the issuance of invoices, disregarding that the company indeed has a Special Tax Regime granted by the Municipality of Osasco that allows the issuance of a single invoice per period.

Regarding the IRRF, the amount claimed by the tax authorities is already deposited in court under the writ of mandamus that discusses the company’s right not to pay IRRF on payments made to its affiliate in Argentina, due to the provisions of the Brazil and Argentina double tax treaty (for further details see contingency Brazilian preliminary injunction against Brazilian tax authorities (withholding Income tax)).

On July 24, 2024 the administrative body of first instance issued a decision in the tax assessment case claiming corporate income taxes (IRPJ and CSLL).

The decision issued is partially favorable to the Company as it rejected the punitive fine of 150 % over the tax charged and reduced it to 100 %, but maintained the tax assessment and also the joint tax liability of the Senior Legal Director.

On August 28, 2024, after the administrative court of first instance issued an unfavorable decision and maintained the tax assessment, the Company filed an administrative appeal in the administrative court (“CARF”).

The case has not yet become final and unappealable.

Regarding the IRRF, the amount claimed by the tax authorities is already deposited in court under the writ of mandamus that discusses the company’s right not to pay IRRF on payments made to its affiliate in Argentina, due to the provisions of the Brazil and Argentina double tax treaty (for further details see contingency “Withholding Tax in the Brazil-Argentina Double Taxation Treaty”).

Those deposits were incorrectly ignored by tax authorities.

10 unchanged sentences

As of December 31, 2024 and 2023, Management’s estimate of the maximum potential exposure related to the Company’s buyer protection program is $ 5,769 million and $ 5,072 million, respectively, for which the Company recorded a provision of $ 14 million and $ 8 million, respectively.

The Company committed to purchase cloud platform services from two U.S.

suppliers based on the following terms:

for a total amount of $ 824 million, to be paid between October 1, 2021 and September 30, 2026.

As of December 31, 2023, the Company had paid $ 427 million;

for a total amount of $ 200 million, to be paid between September 23, 2022 and September 23, 2025.

As of December 31, 2023, the Company had paid $ 61 million.

In connection with the closing of MELI Kaszek Pioneer Corp’s (“MEKA”) initial public offering on October 1, 2021, MEKA (a special purpose acquisition company sponsored by MELI Kaszek Pioneer Sponsor LLC (the “Sponsor”), which is a joint venture between Company’s subsidiary MELI Capital Ventures LLC and Kaszek Ventures Opportunity II, L.P.) entered into a forward purchase agreement with the Sponsor, pursuant to which the Sponsor committed to purchase from MEKA 5 million Class A ordinary shares at a price of $ 10 per share in a private placement to close substantially concurrently with the consummation of MEKA’s initial business combination.

MEKA was deemed dissolved on January 2, 2024, resulting in the extinguishment of this commitment.

The Company committed to purchase cloud platform and other technology services for a total minimum aggregate purchase commitment of $ 3,215 million.

As of December 31, 2024, the remaining purchase commitment is $ 3,102 million.

On April 8, 2022, the Company signed a 10-year agreement with Gol Linhas Aereas S.A.

under which the Company committed to contract a minimum amount of air logistics services for a total cost of $ 284 million (portion allocated to the services component of the agreement).

As of December 31, 2024, the remaining purchase commitment is $ 233 million.

Since October 2023, the Company 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 $ 49 million.

As of December 31, 2024, the remaining purchase commitment is $ 39 million.

On January 10, 2024, the Company signed a 5-year agreement for the naming rights of the Complexo Pacaembu (municipal stadium of the city of São Paulo), for a total amount of $ 44 million, which has not commenced as of December 31, 2024.

The agreement has the option to extend the term for 5 additional independent periods of 5 years each, for the same amount indexed by the Brazilian inflation rate index IPCA.

As of December 31, 2024, the Company has lease agreements for new warehouses in Brazil, Mexico and Argentina for a total amount of $ 1,451 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 December 31, 2024, the remaining purchase commitment is $ 16 million.

127 | MercadoLibre, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

On April 8, 2022, the Company 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 annual cost of $ 43 million (total amount once all the dedicated aircraft are in operation).

Pursuant to the agreement, Gol Linhas Aereas S.A.

provides logistics services in Brazil to Mercado Envios through six dedicated aircraft, all of which have already started operations as of December 31, 2023.

Since October 2023, the Company signed 3-year agreements with certain shipping companies in Brazil, under which the Company is committed to contract a minimum amount of logistics services for a total cost of $ 31 million.

On January 10, 2024, the Company signed a 5-year agreement for the naming rights of the Complexo Pacaembu (municipal stadium of the city of São Paulo), for a total amount of $ 56 million.

The agreement has the option to extend the term for 5 additional independent periods of 5 years each, for the same amount indexed by the Brazilian inflation rate index IPCA.

LONG TERM RETENTION PROGRAM

On May 3, 2023, the board of directors, upon the recommendation of the Compensation Committee, adopted the 2023 Long-Term Retention Program (“2023 LTRP”).

On April 18, 2024, the board of directors, upon the recommendation of the Compensation Committee, adopted the 2024 Long-Term Retention Program (“2024 LTRP”).

In addition to the annual salary and bonus of each employee, certain employees (“Eligible Employees”) are eligible to participate in the 2024 LTRP, which provides for the grant to an Eligible Employee of a cash-settled fixed (a “2024 LTRP Fixed Award”) and cash-settled variable award (a “2024 LTRP Variable Award”, and together with any 2024 LTRP Fixed Award, the “2024 LTRP Awards”).

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For purposes of the 2024 LTRP, the “2023 Stock Price” shall equal $ 1,426.11 (the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of 2023) and the “Applicable Year Stock Price” shall equal the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of the year preceding the applicable payment date for so long as the Company’s common stock is listed on the NASDAQ.

The rest of the LTRPs outstanding as of December 31, 2023, 2022 and 2021 follow a similar calculation method as explained above for the 2023 LTRP, e xcept that the 2016, 2017 and 2018 LTRP h ave performance conditions established by the board of directors that must be achieved at the first year-end of each program.

The rest of the LTRPs outstanding as of December 31, 2024, 2023 and 2022 follow a similar calculation method as explained above for the 2024 LTRP, e xcept that the 2017 and 2018 LTRPs h ave performance conditions established by the board of directors that must be achieved at the first year-end of each program.

Similar to the 2024 LTRP, the rest of the outstanding LTRPs additionally have eligibility conditions to be achieved at each year-end and require the employee remain employed by the Company as of each payment date.

45 unchanged sentences

Collateralized debt 610 693

2028 Notes — 3

2026 Sustainability Notes 4 4

9 unchanged sentences

Collateralized debt 1,232 782

2028 Notes — 436

2026 Sustainability Notes 362 389

9 unchanged sentences

Loans from banks

Chilean Subsidiaries Chilean Pesos Fixed 9.48 % January 2024 - April 2025 $ 104 $ 150

Chilean Subsidiaries Chilean Pesos Fixed 6.80 % January - December 2025 $ 134 $ 104

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.81 March 2025 44 —

Brazilian Subsidiary (1)

US Dollar — — — — 59

US Dollar Fixed 5.55 % October - November 2025 211 216

Brazilian Subsidiary (1)

US Dollar Fixed 5.90 % August - November 2024 216 —

Brazilian Subsidiary Brazilian Reais Variable TJLP + 0.8 %

Euros Fixed 4.16 % September 2025 - November 2026 190 —

Brazilian Subsidiary

Brazilian Reais Variable TJLP + 0.8 %

January 2025 - May 2031 20 9

Mexican Subsidiary Mexican Pesos Variable TIIE + 2.20 % - 3.50 %

January 2024 - June 2027 178 177

Uruguayan Subsidiary Uruguayan Pesos Fixed 9.59 % January 2024 50 47

Colombian Subsidiary Colombian Pesos Fixed — — — 22

Mexican Subsidiaries Mexican Pesos Variable TIIE + 1.59 % - 3.50 %

January 2025 - September 2029 512 178

Uruguayan Subsidiary Uruguayan Pesos Fixed 8.88 % January - June 2025 52 50

Bank overdrafts

3 unchanged sentences

Secured lines of credit

Argentine Subsidiaries Argentine Pesos Fixed 92.27 % January 2024 29 107

Argentine Subsidiaries Argentine Pesos Fixed 37.62 % January - February 2025 102 29

Mexican Subsidiary Mexican Pesos Fixed 10.63 % January 2025 - July 2027 14 27

3 unchanged sentences

Deposit Certificates

Brazilian Subsidiary Brazilian Reais — — — — 272

Brazilian Subsidiary Brazilian Reais Variable CDI + 0.29 % - 0.7 %

January - November 2025 331 —

Brazilian Subsidiary Brazilian Reais Variable 98 % to 150 % of CDI

2 unchanged sentences

January - June 2025 36 77

Brazilian Subsidiary Brazilian Reais Variable 106 % of CDI

January 2024 196 45

Brazilian Subsidiary Brazilian Reais Variable 101.5 % to 107.5 % of CDI

January - February 2025 223 196

Commercial Notes

5 unchanged sentences

Collateralized debt 1,842 1,475

2028 Notes US Dollar — — — — 439

2026 Sustainability Notes US Dollar Fixed 2.375 % January 2025 - January 2026 366 393

2 unchanged sentences

$ 5,715 $ 4,495

(1) The carrying amount includes the effect of the derivative instrument that qualified for fair value hedge accounting.

(1) The carrying amount includes the effect of the derivative instruments that qualified for fair value hedge accounting.

See Note 23 – Derivative instruments of these audited consolidated financial statements for further detail.

11 unchanged sentences

If the Company experiences certain change of control triggering events, it may be required to offer to purchase the notes at 101 % of their principal amount plus any accrued and unpaid interest thereon through the purchase date.

During 2023, the Company repurchased $ 9 million and $ 70 million principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively plus $ 1 million of interest accrued.

The total amount paid amounted to $ 66 million.

For the year ended December 31, 2023, the Company recognized $ 14 million as a gain in Interest income and other financial gains in the consolidated statement of income.

The Company intends to allocate an amount equal to the net proceeds from the issuance of the 2026 Sustainability Notes to finance or refinance Eligible Projects.

During 2023, the Company repurchased $ 9 million and $ 70 million principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively plus $ 1 million of interest accrued on the 2026 Sustainability Notes and 2031 Notes.

The total amount paid during 2023 for those repurchases amounted to $ 66 million.

During 2024, the Company repurchased $ 27 million and $ 81 million in principal amount of the outstanding 2026 Sustainability Notes and 2031 Notes, respectively.

The total amount paid during 2024 for those repurchases amounted to $ 98 million.

For the years ended December 31, 2024 and 2023, the Company recognized $ 11 million and $ 14 million as a gain in Interest income and other financial gains in the consolidated statement of income.

The Company allocated an amount equal to the net proceeds from the issuance of the 2026 Sustainability Notes to finance or refinance Eligible Projects.

“Eligible Projects” are investments and expenditures made by the Company beginning with the issuance date of the 2026 Sustainability Notes or in the 24 months prior to the issuance of the 2026 Sustainability Notes, that:

18 unchanged sentences

On August 24, 2018, the Company issued $ 800 million of 2.00 % Convertible Senior Notes due 2028 and issued an additional $ 80 million of notes on August 31, 2018 pursuant to the partial exercise of the initial purchasers’ option to purchase such additional notes, for an aggregate principal amount of $ 880 million of 2.00 % 2028 Notes.

The 2028 Notes were unsecured, unsubordinated obligations of the Company, which paid interest in cash semi-annually, on February 15 and August 15 of each year, at a rate of 2.00 % per annum.

The 2028 Notes would have matured on August 15, 2028 unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

The 2028 Notes were convertible, under specific conditions, based on an initial conversion rate of 2.2553 shares of common stock per $1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of $ 443.40 per share of common stock), subject to adjustment as described in the indenture governing the 2028 Notes.

The Company did not have the right to redeem the notes prior to August 21, 2023.

On or after August 21, 2023, if the last reported sale price of the Company’s common stock was at or above 130 % of the conversion price during specified periods, the Company could (at its option) redeem all or any portion of the 2028 Notes for cash equal to the 2028 Notes’ principal amount plus accrued and unpaid interest to, but excluding the redemption date.

126 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Holders were able to convert their 2028 Notes at their option at any time prior to February 15, 2028 only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than or equal to 130 % of the conversion price on each applicable trading day;

(2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2028 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

(3) if the Company called any or all of the 2028 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;

or (4) upon the occurrence of specified corporate events.

On or after February 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders could convert their 2028 Notes at any time, regardless of the foregoing circumstances.

Holders were able to convert their 2028 Notes at their option at any time prior to February 15, 2028.

In January 2021, the Company repurchased $ 440 million principal amount of the outstanding of the 2028 Notes.

The total amount paid amounted to $ 1,865 million, which includes principal, interest accrued and premium.

The settlement consideration was first allocated to the extinguishment of the liability component of the 2028 Notes repurchased.

The difference of $ 30 million between the fair value of the liability component and the net carrying amount of the liability component and unamortized debt issuance costs was recognized as a loss on debt extinguishment;

in addition, $ 19 million paid as a premium was recognized as a loss in Interest expense and other financial losses line in the consolidated statement of income in January 2021.

The remaining consideration of $ 1,484 million (net of income tax effects) was allocated to the reacquisition of the equity component and recognized as a reduction of stockholders’ equity.

On September 19, 2023, the Company announced its intention to redeem all its 2028 Notes on November 14, 2023.

1 unchanged sentence

Each $1,000 principal amount of 2028 Notes was convertible into 2.2952 shares of MercadoLibre common stock.

This conversion rate reflected an increase of 0.0399 additional shares per $1,000 principal amount of 2028 Notes above the otherwise applicable conversion rate, which applied because the notes were called for redemption.

The Company settled any conversions solely in shares of common stock, except that any fractional shares that would otherwise be deliverable were paid out in cash.

The redemption price paid for any notes that were not converted was 100% of the redeemed notes’ principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

As of November 13, 2023, holders of the 2028 Notes converted $ 439 million principal amount of 2028 Notes into 1,007,597 shares of the Company’s common stock which MercadoLibre held as treasury stock.

As of December 31, 2023, no principal amount of 2028 Notes remained outstanding.

As of December 31, 2022, the principal and issuance costs of the 2028 Notes amounted to $ 439 million and $ 3 million, respectively.

132 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The Company entered into 2028 Notes Capped Call Transactions.

The 2028 Notes Capped Call Transactions were expected generally to reduce the potential dilution upon conversion of the 2028 Notes in the event that the market price of the Company’s common stock was greater than the strike price and lower than the cap price of the 2028 Notes Capped Call Transactions.

In June and August 2021, the Company terminated certain of its 2028 Notes Capped Call Transactions and received as consideration $ 102 million in cash and 57,047 shares of common stock, and $ 295 million in cash and 89,978 shares of Common Stock, respectively.

Cash proceeds of terminating certain of the 2028 Notes Capped Call Transactions in June and August 2021 were used to repurchase 71,175 shares and 158,413 shares of common stock, respectively.

The settlement averaging period with respect to the 2028 Notes Capped Call Transactions began on June 28, 2023 and ended on August 30, 2023, and the 2028 Notes Capped Call Transactions settlement date was September 1, 2023.

As a result the Company received 289,675 shares of common stock.

The following table presents the interest expense for contractual interest, the amortization of debt discount and of debt issuance costs:

Year ended December 31,

2023 2022 2021

(In millions)

Contractual coupon interest expense $ 7 $ 8 $ 9

Amortization of debt discount (1)

Amortization of debt issuance costs — 1 —

Total interest expense related to the 2028 Notes $ 7 $ 9 $ 25

(1) For the years ended December 31, 2023 and 2022 no amortization of debt discount was recorded due to the adoption of ASU 2020-06.

Revolving Credit Agreement

On March 31, 2022, the Company, as borrower, entered into a $ 400 million revolving credit agreement (the “Credit Agreement”).

Under the Credit Agreement, the Company’s subsidiaries MercadoLibre S.R.L., eBazar.com.br Ltda, Mercado Envios Serviços de Logística Ltda.

(merged into eBazar.com.br Ltda.

on October 1, 2022), Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de México S.

Amended and Restated Revolving Credit Agreement

On September 27, 2024, the Company entered into a $ 400 million amended and restated revolving credit agreement (the “Amended and Restated Credit Agreement”) with the lenders party thereto and the Company’s subsidiaries MercadoLibre S.R.L., Ebazar.com.br Ltda., Mercado Pago Instituição de Pagamento Ltda., DeRemate.com de Mexico S.

de C.V., MP Agregador, S.

de C.V., MercadoLibre Chile Ltda., and MercadoLibre Colombia Ltda.

have guaranteed the Company’s obligations.

127 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The interest rates under the Credit Agreement are based on Adjusted Term SOFR (“Secured Overnight Funding Rate”) plus an interest margin of 1.25 % per annum.

Any loans drawn under the Credit Agreement must be repaid on or prior to March 31, 2025.

The Company is also obligated to pay a commitment fee on the unused amounts of the facility at an annual rate of 0.3125 %.

as initial guarantors (collectively, the “Initial Guarantors”).

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Initial Guarantors.

The interest rates under the Amended and Restated Credit Agreement are based on Term SOFR (“Secured Overnight Funding Rate”) plus an interest margin of 1.00 % per annum, which may be decreased to 0.90 % per annum or increased to 1.15 % per annum depending on the Company’s debt rating, as further provided under the Amended and Restated Credit Agreement.

Any loans drawn from the Amended and Restated Credit Agreement must be repaid on or prior to September 27, 2028, which will be automatically extended to September 27, 2029 upon satisfaction, on or prior to August 28, 2027, of the Maturity Extension Conditions (as defined in the Amended and Restated Credit Agreement), as further provided in the Amended and Restated Credit Agreement.

The Company is also obligated to pay a commitment fee on the unused amounts of the facility at a rate per annum equal to 25 % of the then Applicable Margin, depending on the Company’s debt rating, as further provided under the Amended and Restated Credit Agreement.

As of December 31, 2024, no amounts have been borrowed under the facility.

5 unchanged sentences

On April 8, 2022, the Company entered into an Advisory Services Agreement with Mr.

Stelleo Tolda (former MercadoLibre’s Executive officer) whereby he will provide the Company with certain consulting and advisory services as an independent contractor for a three-year period for a fee of $ 10,000 per month.

Stelleo Tolda (former MercadoLibre’s Executive officer) whereby he provided to the Company with certain consulting and advisory services as an independent contractor for a three-year period for a fee of $ 10,000 per month.

This advisory services agreement was terminated in its entirety effective September 13, 2024 due to Mr.

Tolda’s appointment as a Class I director of the Company, with a term of service of September 12, 2024 through until the Company’s 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.

The Company also entered into a restricted stock award agreement with Mr.

5 unchanged sentences

Tolda continues to comply with the aforementioned restrictive covenants.

128 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present certain consolidated quarterly financial information for each of the last twelve quarters for the years ended December 31, 2023, 2022 and 2021:

Quarter Ended

March 31, June 30, September 30, December 31,

(In millions, except for share data)

Net Revenues $ 3,037 $ 3,415 $ 3,760 $ 4,261

Gross profit 1,536 1,720 1,995 1,955

Net Income 201 262 359 165

Net Income per share-basic 4.01 5.22 7.18 3.26

Net Income per share-diluted 3.97 5.16 7.16 3.25

Weighted average shares

Basic 50,245,073 50,162,687 50,008,320 50,631,669

Diluted 51,235,341 51,152,955 50,209,439 50,697,515

Net Revenues $ 2,248 $ 2,597 $ 2,690 $ 3,002

Gross profit 1,073 1,284 1,348 1,458

Net Income 65 123 129 165

Net Income per share-basic 1.30 2.43 2.57 3.28

Net Income per share-diluted 1.30 2.43 2.56 3.25

Weighted average shares

Basic 50,408,754 50,364,529 50,325,075 50,284,640

Diluted 50,408,754 50,364,529 51,315,343 51,274,909

Net Revenues $ 1,378 $ 1,703 $ 1,858 $ 2,130

Gross profit 591 754 807 853

Net (loss) Income ( 34 ) 68 95 ( 46 )

Net (loss) Income per share-basic ( 0.68 ) 1.37 1.92 ( 0.92 )

Net (loss) Income per share-diluted ( 0.68 ) 1.37 1.92 ( 0.92 )

Weighted average shares

Basic 49,867,625 49,822,272 49,597,157 49,926,533

Diluted 49,867,625 49,822,272 49,597,157 49,926,533

CASH DIVIDEND DISTRIBUTION

16 unchanged sentences

As the Company controls the vehicles, the assets, liabilities and related results are consolidated in its financial statements.

The Company securitizes certain loans receivable through Brazilian, Argentine and Mexican SPEs, formed to securitize loans receivable provided by the Company to its users or purchased from financial institutions that grant loans to the Company’s users through Mercado Pago.

The Company securitizes certain loans receivable through Brazilian, Argentine, Mexican and Chilean SPEs, formed to securitize loans receivable provided by the Company to its users or purchased from financial institutions that grant loans to the Company’s users through Mercado Pago.

According to the SPE contracts, the Company has determined that it has both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity that could be significant because it retains the equity certificates of participation and would therefore also be consolidated.

When the Company controls the vehicle, it accounts for the securitization transactions as if they were secured financing and therefore the assets, liabilities and related results are consolidated in its financial statements.

130 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the Company’s collateralized debt under securitization transactions, as of December 31, 2024:

SPEs Collateralized debt as of December 31, 2023 Interest rate Currency Maturity

SPEs Collateralized debt

(In millions) Interest rate Currency Maturity

Mercado Crédito I Brasil Fundo de Investimento Em Direitos Creditórios Não Padronizados $ 178 CDI + 2.50 %

Brazilian Reais May 2025

Brazilian Reais March 2027

Mercado Crédito Fundo de Investimento Em Direitos Creditórios Não Padronizado 16 CDI + 3.50 %

Brazilian Reais August 2025

Olimpia Fundo de Investimento Em Direitos Creditórios 104 CDI + 1.25 %

Brazilian Reais November 2024

Mercado Crédito II Brasil Fundo De Investimento Em Direitos Creditórios Nao Padronizados 193 CDI + 2.35 %

Brazilian Reais January 2030

Mercado Crédito II Brasil Fundo De Investimento Em Direitos Creditórios Nao Padronizados 65 CDI + 5.25 %

Brazilian Reais July 2028

Seller Fundo De Investimento Em Direitos Creditórios 164 CDI + 1.60 %

6 unchanged sentences

Brazilian Reais November 2026

Mercado Crédito Consumo XIX 1 Badlar rates plus 200 basis points with a min 60 % and a max 92 %

Argentine Pesos February 2024

Mercado Crédito Consumo XX 5 Badlar rates plus 200 basis points with a min 60 % and a max 92 %

Argentine Pesos March 2024

Mercado Crédito Consumo XXI 7 Badlar rates plus 200 basis points with a min 80 % and a max 120 %

Argentine Pesos June 2024

Mercado Crédito Consumo XXII 8 Badlar rates plus 200 basis points with a min 80 % and a max 120 %

Argentine Pesos June 2024

Mercado Crédito Consumo XXIII 8 Badlar rates plus 200 basis points with a min 80 % and a max 120 %

Argentine Pesos August 2024

Mercado Crédito Consumo XXIV 8 Badlar rates plus 200 basis points with a min 100 % and a max 140 %

Argentine Pesos October 2024

Mercado Crédito Consumo XXV 9 Badlar rates plus 200 basis points with a min 100 % and a max 150 %

Argentine Pesos November 2024

Mercado Crédito Consumo XXVI 9 Badlar rates plus 200 basis points with a min 100 % and a max 160 %

Argentine Pesos November 2024

Mercado Crédito Consumo XXVII 9 Badlar rates plus 200 basis points with a min 100 % and a max 180 %

Argentine Pesos March 2025

Mercado Crédito XIX 6 Badlar rates plus 200 basis points with a min 100 % and a max 140 %

Argentine Pesos August 2024

Mercado Crédito XX 4 Badlar rates plus 200 basis points with a min 100 % and a max 170 %

Argentine Pesos December 2024

Seller II Fundo De Investimento Em Direitos Creditórios Segmento Meios De Pagamento De Rsponsabilidade Limitada 162 CDI + 0.85 %

Brazilian Reais July 2027

Mercado Crédito Consumo XXXII 10 Badlar rates plus 200 basis points with a min 25 % and a max 80 %

Argentine Pesos January 2025

Mercado Crédito Consumo XXXIII 23 Badlar rates plus 200 basis points with a min 5 % and a max 60 %

Argentine Pesos March 2025 - April 2025 (1)

Mercado Crédito Consumo XXXIV 20 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos April 2025 - July 2025 (1)

Mercado Crédito Consumo XXXV 22 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos June 2025 - August 2025 (1)

134 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

SPEs Collateralized debt

(In millions) Interest rate Currency Maturity

Mercado Crédito XXI 1 Badlar rates plus 200 basis points with a min 45 % and a max 125 %

Argentine Pesos January 2025 - March 2025 (1)

Mercado Crédito XXII 4 Badlar rates plus 200 basis points with a min 15 % and a max 70 %

Argentine Pesos March 2025 - April 2025 (1)

Mercado Crédito XXIII 14 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos May 2025 - June 2025 (1)

Mercado Crédito XXIV 13 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos June 2025 - August 2025 (1)

Mercado Crédito XXV 29 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos July 2025 - August 2025 (1)

Mercado Crédito XXVI 34 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos August 2025 - October 2025 (1)

Mercado Crédito XXVII 31 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos August 2025 - October 2025 (1)

Mercado Crédito XXVIII 30 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos September - November 2025 (1)

Mercado Crédito XXIX 32 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos September - November 2025 (1)

Mercado Crédito XXX 38 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos October - December 2025 (1)

Mercado Crédito XXXI 43 Badlar rates plus 200 basis points with a min 15 % and a max 60 %

Argentine Pesos October - December 2025 (1)

Fideicomiso de administración y fuente de pago CIB/3756 202 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.35 %

1 unchanged sentence

Fideicomiso de administración y fuente de pago CIB/3369 29 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 7.0 %

Mexican Pesos April 2025

Mexican Pesos July 2027

Fideicomiso de administración y fuente de pago CIB/3369 219 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.8 %

Mexican Pesos April 2025

Mexican Pesos July 2027

Fideicomiso Irrevocable de Administración y Fuente de Pago número CIB/4372 129 The equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 2.5 %

Mexican Pesos August 2027

Frontal Trust Mercado Pago Créditos Fondo de Inversión 5 TAB 30 + 2.1 %

Chilean Pesos November 2027

Frontal Trust Mercado Pago Créditos Fondo de Inversión 1 TAB 30 + 3.9 %

Chilean Pesos November 2027

Frontal Trust Mercado Pago Créditos Fondo de Inversión 4 TAB 30 + 4.25 %

Chilean Pesos November 2027

(1) Minimum and maximum maturity depending on the applica ble interest rate within the range.

This secured debt is issued by the SPEs and includes collateralized securities used to fund the Company’s Fintech business.

4 unchanged sentences

Notes to Consolidated Financial Statements

The assets and liabilities of the SPEs are included in the Company’s audited consolidated financial statements as of December 31, 2023 and 2022, as follows:

The assets and liabilities of the SPEs through which the Company securitizes financial assets are included in the Company’s audited consolidated financial statements as of December 31, 2024 and 2023, as follows:

Assets (In millions)

2 unchanged sentences

Credit card receivables and other means of payments, net — 105

Loans receivable, net 1,198 799

Loans receivable, net of allowances 1,410 1,198

Other Assets 1 —

Total current assets 1,903 1,658

1 unchanged sentence

Long-term investments 12 23

Loans receivable, net 27 24

Loans receivable, net of allowances 102 27

Total non-current assets 114 50

9 unchanged sentences

Total liabilities $ 1,844 $ 1,476

EQUITY OFFERING

On November 18, 2021, the Company closed a public equity offering of $ 1,550 million of common stock at a public offering price of $ 1,550 per share (the “Offering”).

Pursuant to the Offering, the Company issued 1,000,000 shares of common stock, par value $ 0.001 per share (the “Common Stock”).

The Company raised funds in the amount of $ 1,520 million net of issuance costs paid.

136 | MercadoLibre, Inc.

11 unchanged sentences

Property and equipment, net $ 123 $ 133

Finance lease liabilities $ 131 $ 51

Loans payable and other financial liabilities $ 122 $ 131

The following table summarizes the weighted average remaining lease term and the weighted average incremental borrowing rate for operating leases and the weighted average discount rate for finance leases as of December 31, 2024:

Year Ended December 31,

Weighted average remaining lease term

27 unchanged sentences

Financing cash flows from finance leases 51 33 20

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 314 $ 317 $ 229

Finance leases 99 18 37

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by the Company’s incremental borrowing rates to calculate the lease liabilities for the operating and finance leases:

Period Ending December 31, 2023 Operating Leases Finance Leases

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by the Company’s incremental borrowing rates and internal rates of return to calculate the lease liabilities for the operating and finance leases, respectively:

Year ending Operating Leases Finance Leases

(In millions)

12 unchanged sentences

dollars owed by a Brazilian subsidiary whose functional currency is the Brazilian Real.

The Company designated the foreign currency exchange contracts as cash flow hedges, the derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Cost of net revenues” line item, in the same period the forecasted transaction affects earnings.

The Company designated the foreign currency exchange contracts as cash flow hedges, the derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Cost of net revenues and financial expenses” line item, in the same period the forecasted transaction affects earnings.

As of December 31, 2024, the Company estimated that the whole amount of net derivative gains or losses related to its cash flow hedges included in accumulated other comprehensive loss will be reclassified into the consolidated statements of income within the next 12 months.

1 unchanged sentence

The Company designated the swap contracts as cash flow hedges.

The derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Interest expense and other financial losses” line item within the next 12 months.

The derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the Cost of net revenues and financial expenses line item within the next 12 months.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate fluctuation of the financial debt designated as cash flow hedges.

Fair value hedges

4 unchanged sentences

Accordingly, the net impact in current earnings is that the interest expense associated with the hedged debts is recorded at the floating rate.

The Company also uses future contracts to hedge the interest rate exposure of its asset-backed loan portfolio originated in Brazil.

In these cases, where the assets included in the portfolio share the same risk exposure, the Company designated the future contracts as fair value hedges under the portfolio layer method.

The derivatives’ gain or loss is reported in the consolidated statements of income in the same line items as the change in the value of the financial assets due to the hedged risks.

Accordingly, the Company will unlock its portfolio's fixed-rate to mitigate the effect of interest rate fluctuations.

138 | MercadoLibre, Inc.

4 unchanged sentences

This derivative was designated as a net investment hedge and, accordingly, gains and losses are reported as a component of accumulated other comprehensive loss.

The derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the “Interest expense and other financial losses” and “Foreign currency losses, net” line items, in the same period that the interest expense affects earnings.

The derivatives’ gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into the consolidated statements of income in the Interest expense and other financial losses and “Foreign currency losses, net” line items, in the same period that the interest expense affects earnings.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate fluctuation of the financial debt designated as cash flow hedges.

Derivative instruments not designated as hedging instruments

As of December 31, 2023, the Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to certain transactions denominated in U.S.

The Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to certain transactions denominated in U.S.

dollars of certain of its Brazilian subsidiaries, whose functional currencies are the Brazilian Real.

These transactions were not designated as hedges for accounting purposes.

As of December 31, 2024, there are no outstanding derivatives hedging the foreign currency fluctuation not designated as hedging instruments.

In addition, the Company entered into full cross currency swap contracts to hedge the interest rate fluctuation and foreign currency fluctuations of its financial debt nominated in U.S.

1 unchanged sentence

These transactions were not designated as hedges for accounting purposes.

As of December 31, 2024, there are no outstanding derivatives hedging the interest rate and foreign currency fluctuation not designated as hedging instruments.

Finally, as of December 31, 2024, the Company entered into swap contracts to hedge the interest rate fluctuation of certain portion of its financial debt in its Brazilian subsidiaries and VIEs.

5 unchanged sentences

Foreign exchange contracts $ 85 $ 91

Interest rate swap contracts — 229

Cross currency swap contracts 400 244

Future contracts 86 —

Not designated as hedging instrument

1 unchanged sentence

Interest rate swap contracts 103 245

139 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

Derivative instruments contracts

The fair values of the Company’s outstanding derivative instruments as of December 31, 2023 and December 31, 2022 were as follows:

The fair values of the Company’s outstanding derivative instruments as of December 31, 2024 and 2023 were as follows:

Derivative Instruments Balance sheet location

1 unchanged sentence

Foreign exchange contracts designated as cash flow hedges Other current assets $ 6 $ —

Interest rate swap contracts not designated as hedging instruments Other current assets 9 —

Cross currency swap contracts designated as fair value hedge Other current assets 23 1

1 unchanged sentence

Cross currency swap contracts designated as net investment hedge Other current liabilities — 6

Interest rate swap contracts designated as cash flow hedges Other current liabilities — 8

Cross currency swap contracts designated as fair value hedge Other current liabilities 2 4

3 unchanged sentences

Interest rate swap contracts not designated as hedging instruments Other non-current liabilities 14 10

Cross currency swap contracts designated as net investment hedge Other non-current liabilities — 1

135 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The effects of derivative contracts designated as hedging instruments on the consolidated statements of comprehensive income as of December 31, 2023 and December 2022 were as follows:

2022 Amount of gain (loss) recognized in other comprehensive income Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31,

The effects of derivative contracts designated as hedging instruments on the consolidated statements of comprehensive income as of December 31, 2024 and 2023 were as follows:

2023 Amount of gain recognized in other comprehensive loss Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31,

(In millions)

Foreign exchange contracts designated as cash flow hedges $ ( 4 ) $ 13 $ ( 4 ) $ 5

Cross currency swap contracts designated as net investment hedge ( 3 ) 2 1 —

$ ( 7 ) $ 15 $ ( 3 ) $ 5

December 31, 2022 Amount of gain (loss) recognized in other comprehensive loss Amount of (gain) loss reclassified from accumulated other comprehensive loss December 31, 2023

(In millions)

Foreign exchange contracts designated as cash flow hedges $ ( 2 ) $ ( 12 ) $ 10 $ ( 4 )

Interest swap contracts designated as cash flow hedges ( 2 ) 8 ( 6 ) —

1 unchanged sentence

$ ( 5 ) $ ( 13 ) $ 11 $ ( 7 )

The effect of the Company’s fair value hedge relationships on the consolidated statements of income for the years ended December 31, 2023 and 2022 was a loss of $ 19 million and a loss of less than $ 1 million, respectively, and affected interest expense and other financial losses and foreign exchange losses, net (there were no fair value hedge relationships during the year ended December 31, 2021).

The carrying amount of the hedged items for fair value hedges included in the “Loans payable and other financial liabilities” line item of the consolidated balance sheets as of December 31, 2023 and 2022 are $ 216 million and $ 59 million, respectively.

The effect of the Company’s fair value hedge relationships on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges as of December 31, 2023 and 2022 are $ 1 million and less than $ 1 million, respectively (there were no fair value hedge relationships during the year ended December 31, 2021).

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 was a gain of $ 51 million, a loss of $ 19 million and a loss of less than $ 1 million, respectively, and affected Cost of net revenues and financial expenses and Foreign currency losses, net.

The carrying amount of the hedged items for fair value hedges over its fixed-rate financial debt included in the “Loans payable and other financial liabilities” lines item of the consolidated balance sheets as of December 31, 2024 and 2023 are $ 401 million and $ 216 million, respectively.

140 | MercadoLibre, Inc.

MercadoLibre, Inc.

Notes to Consolidated Financial Statements

The effect of the Company’s fair value hedge relationships over its fixed-rate financial debt on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges as of December 31, 2024 and 2023 are $ 2 million and $ 1 million, respectively.

The effects of derivative contracts not designated as hedging instruments on the consolidated statements of income during the years ended December 31, 2024, 2023 and 2022 were as follows:

10 unchanged sentences

SHARE REPURCHASE PROGRAM

On February 21, 2023, the Board authorized the Company to repurchase shares of the Company’s common stock, for an aggregate consideration of up to $ 900 million to expire on March 31, 2024.

As of December 31, 2023, the estimated remaining balance available for share repurchases under this Program was $ 157 million.

The Company expects to purchase shares at any time and from time to time, in compliance with applicable federal securities laws, through open-market purchases, block trades, derivatives, trading plans established in accordance with SEC rules, or privately negotiated transactions.

The timing of repurchases will depend on factors including market conditions and prices, the Company’s liquidity requirements and alternative uses of capital.

The share repurchase program may be suspended from time to time or discontinued, and there is no assurance as to the number of shares that will be repurchased under the program or that there will be any additional repurchases.

As of December 31, 2023, the Company had acquired 278,917 shares under the aforementioned share repurchase program.

From time to time, the Company acquires shares of its own common stock in the Argentine market and pays for them in Argentine Pesos at a price that reflects the additional cost of accessing U.S.

On February 21, 2023, the Board authorized the Company to repurchase shares of the Company’s common stock, for an aggregate consideration of up to $ 900 million.

The Company acquired shares of its own common stock in the Argentine market and pays for them in Argentine Pesos at a price that reflects the additional cost of accessing U.S.

dollars through securities denominated in U.S.

1 unchanged sentence

dollars at the official exchange rate in Argentina (See Note 2 – Summary of significant accounting policies – Argentine currency status and macroeconomic outlook of these audited consolidated financial statements).

As a result, the Company recognized foreign currency losses o f $ 386 million, $ 141 million and $ 90 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As a result, the Company recognized foreign currency losses o f $ 386 million and $ 141 million for the years ended December 31, 2023 and 2022, respectively.

The share repurchase program expired on March 31, 2024.

During the year ended December 31, 2024, the Company did not acquire any shares under the aforementioned share repurchase program.

142 | MercadoLibre, Inc.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures