COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation and Other Legal Matters The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers that future costs will probably be incurred and such costs can be reasonably estimated. Proceeding-related liabilities are based on developments to date and historical information related to actions filed against the Company. As of June 30, 2026, the Company had accounted for estimated liabilities involving proceeding-related contingencies and other estimated contingencies of $172 million (net of judicial deposits) within non current other liabilities to cover legal actions against the Company for which Management has assessed the likelihood of a final adverse outcome as probable. Expected legal costs related to litigations are accrued when the legal service is actually provided. In addition, as of June 30, 2026, the Company and its subsidiaries are subject to certain legal actions considered by the Company’s Management and its legal counsels to be reasonably possible of resulting in a loss for an estimated aggregate amount up to $622 million. No loss amounts have been accrued for such reasonably possible legal actions. For further information related to contingent liabilities please refer to Note 14 to the consolidated financial statements in the Company’s 2025 10-K. Tax Claims Withholding Tax in the Brazil-Argentina Double Taxation Convention The tax claims related to the withholding income tax (“IRRF”) over payments remitted by certain Brazilian subsidiaries to MercadoLibre S.R.L. for the provision of intercompany management and IT services are described in Note 14 to the consolidated financial statements in the Company’s 2025 10-K. In February 2026, the first-instance judge denied the writ of mandamus filed by the subsidiary Mercado Crédito Sociedade de Crédito, Financiamento e Investimento S.A. and therefore an appeal was filed, which is currently pending before the Federal Regional Court of the Third Region. The Company continued to make judicial deposits of the amounts under dispute in this case until the new case explained below was initiated. Regarding the writ of mandamus filed by the Brazilian subsidiaries Mercadolivre.com Atividades de Internet Ltda. (which was absorbed by merger into eBazar.com.br Ltda.), Mercado Livre Brasil Ltda. (known as eBazar.com.br Ltda. until July 1, 2026 when it changed its corporate name) and Mercado Pago Instituição de Pagamento Ltda. under the Brazil-Argentina Double Taxation Convention to prevent double taxation as amended in 2017, on July 16, 2026, the Federal Regional Court of the Third Region denied the Company’s Appeal. Considering the new cases regarding the IT support and assistance services agreements explained in the following paragraph, the Company will no longer deposit further payments in this case. According to the current stage of the case, the Company maintains the provision considering a 15% rate. In May 2026, the Company’s Brazilian subsidiaries Mercado Crédito Sociedade de Crédito, Financiamento e Investimento S.A., Mercado Livre Brasil Ltda., Mercado Pago Corretora de Seguros Ltda. and Mercado Pago Instituição de Pagamento Ltda. entered into new intercompany service agreements with the Argentine subsidiary MercadoLibre S.R.L. for the provision of IT and management services, which specifically state that the services do not involve transfer of technology. Under the Convention to prevent double taxation between Brazil and Argentina as amended in 2017, withholding income tax rates are 15% for the use of trademarks and transfers of technology, and 10% for other royalties and rights. As the Company's operations do not involve technology transfer or specific copyrights, the 10% rate applies without requiring formal registration or direct payment to authors. Following the execution of these agreements, on May 31, 2026, the Brazilian subsidiaries initiated writs of mandamus seeking to challenge the imposition of Brazilian IRRF on the cross-border payments or, alternatively, at least to limit the maximum applicable tax rate to 10% pursuant to the double taxation treaty in effect between Brazil and Argentina. According to the current stage of the cases and based on the opinion of external legal counsel, Management's opinion is that the risk of losing the cases is probable considering the 10% rate and reasonably possible but not probable at the 15% rate, and therefore the Company recognizes the provision considering a 10% rate for these new cases. In the case filed by Mercado Crédito Sociedade de Crédito, Financiamento e Investimento S.A., the preliminary injunction requested to halt the tax collection without collateral was denied. Consequently, the subsidiary makes judicial deposits to secure the claim. The other case, involving Mercado Livre Brasil Ltda., Mercado Pago Corretora de Seguros Ltda. and Mercado Pago Instituição de Pagamento Ltda. is awaiting a decision of preliminary injunction and therefore no judicial deposits have been made regarding this case. Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the cases is probable based on the technical merits of the Company’s tax position and the existence of adverse decisions issued by the Superior Court of Justice. For that reason, the Company has recorded a provision for the disputed amounts, which was $632 million as of June 30, 2026, and which was recorded in non-current other liabilities in the consolidated balance sheets, net of the corresponding judicial deposits for $593 million (which includes $143 million of interest income). The differential rate for the new cases, which is considered reasonably possible but not probable, amounts to $3 million as of June 30, 2026. Accordingly, the Company has not recorded any expense or liability for the latter disputed amounts. Interstate rate of ICMS-DIFAL on interstate sales Interstate rate of ICMS-DIFAL on interstate sales without Complementary Law The writ of mandamus related to the interstate rate of ICMS-DIFAL (Imposto sobre Circulação de Mercadorias, Serviços de Transporte Interestadual, Intermunicipal e Comunicação on interstate sales at a differential rate) without the existence of a complementary law is described in Note 14 to the consolidated financial statements in the Company’s 2025 10-K. In June, 2025, the Superior Court of Justice (“STJ”) ruled against the Company on the Special Appeal relating to one of the cases related to the Distrito Federal (where the risk of losing had been considered probable). In June, 2026, the Distrito Federal withdrew the funds previously deposited by the Company (which amounted to less than $1 million). The other case whose risk of losing is assessed as probable pending as of December 31, 2025 had no updates during the six-month period ended June 30, 2026. The Company maintains a $2 million provision as of June 30, 2026 for the disputed amounts related to the ongoing case where the risk of losing is considered by Management to be probable, based on the opinion of external legal counsel, which are presented net of the corresponding judicial deposits of $2 million. Interstate rate of ICMS-DIFAL over fixed assets The writ of mandamus related to the interstate rate of ICMS-DIFAL over fixed assets is described in Note 14 to the consolidated financial statements in the Company’s 2025 10-K. In June 2026, the STJ ruled against taxpayers in the landmark case under Theme 1369. The STJ determined that Supplementary Law No. 87/1996 (Lei Kandir) provides a sufficient legal basis for the collection of the ICMS-DIFAL on interstate transactions involving goods acquired for consumption or fixed assets. The full text of the court’s decision has not yet been officially published. The Company is currently awaiting the publication to evaluate the potential financial impacts, if any, that this precedent may have on its ongoing legal proceedings related to this matter. 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 $4 million which are presented net of the corresponding judicial deposits of $3 million. Exclusion of ICMS tax benefits from federal taxes base The tax claims related to the exclusion of ICMS tax benefits from the tax base of the Corporate Income Tax (“IRPJ”) and of the Social Contribution on Net Profits (“CSLL”) and the federal contributions PIS and COFINS are described in Note 14 to the consolidated financial statements in the Company’s 2025 10-K. Regarding the writ of mandamus filed to set aside the federal contributions IRPJ and CSLL under Law 14,789 (from January 2024 onwards), on March 16, 2026, the STJ selected three Special Appeals for adjudication under the binding precedent’s rule, establishing Repetitive Theme No. 1416 which will determine whether ICMS presumed credits should be excluded from the IRPJ and CSLL tax bases, both before and after the enactment of Federal Law no. 14,789/2023. STJ’s final ruling may affect the outcome of the Company’s writ of mandamus. On June 11, 2026, the lower court rendered a favorable decision recognizing the Company’s right to exclude ICMS tax benefits from its calculation basis. The decision also enjoined the tax authorities from engaging in collection activities or imposing penalties regarding this matter, and declared the Company’s right to offset or seek reimbursement for amounts previously paid. Subsequently, on June 16, 2026, the federal government filed an appeal against the ruling. On June 19, 2026, the Company filed a motion for clarification to address specific omissions in the judgment. Specifically, the motion seeks to clarify (i) the Company's request to be exempted from reporting such deemed tax credits in ancillary tax obligations (DIRBI), and (ii) the specific applicability and impact of Law No. 14,789/2023 on the ruling. Management’s opinion, based on the opinion of external legal counsel, is that the risk of losing the case remains not more likely than not based on the technical merits of the Company’s tax position. Accordingly, the Company has not recorded any expense or liability for the disputed amounts. As of June 30, 2026, the total disputed amount was $152 million.Buyer protection program The buyer protection program (“BPP”) is designed to protect buyers from losses due primarily to fraud or counterparty non-performance. The BPP covers (i) all transactions completed through the Company's Marketplace completed through the Company’s online payment solution Mercado Pago, under which consumers may be reimbursed for the total value of a purchased item and the value of any shipping service paid if it does not arrive, arrives incomplete or damaged, does not match the seller’s description or if the buyer regrets the purchase; and (ii) transactions completed through the Company’s online payment solution Mercado Pago on third-party websites outside of the Marketplace where the purchased item is not received by the buyer, in each case subject to certain excluded categories and eligibility conditions. The Company is entitled to recover from the third-party carrier companies performing the shipping service certain amounts paid under the BPP. Furthermore, in some specific circumstances, the Company enters into insurance contracts with third-party insurance companies in order to cover contingencies that may arise from the BPP. The maximum potential exposure under this program is estimated to be the volume of payments processed through the Company's Marketplace and through Mercado Pago on third-party websites outside of the Marketplace, for which claims may be made under the terms and conditions of the Company’s BPP. Based on historical losses to date, the Company does not believe that the maximum potential exposure is representative of the actual potential exposure. The Company records a liability with respect to losses under this program when they are probable and the amount can be reasonably estimated. As of June 30, 2026 and December 31, 2025, Management’s estimate of the maximum potential exposure related to the Company’s buyer protection program is $9,292 million and $7,953 million, respectively, for which the Company recorded a provision of $22 million and $19 million, respectively. Commitments The Company has signed two and five-year agreements with certain providers, pursuant to which the Company committed to purchase cloud platform and other technology services (including artificial intelligence capabilities) for a total minimum aggregate purchase commitment of $3,502 million. As of June 30, 2026, the remaining purchase commitment is $2,064 million. The Company has signed a ten-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 $378 million (portion allocated to the services component of the agreement). As of June 30, 2026, the remaining purchase commitment is $272 million. As of June 30, 2026, the Company has lease agreements for new warehouses in Brazil, Mexico, Argentina and Chile, for a total amount of $2,254 million, that have not yet commenced. Lease terms under the agreements are between 2 to 16 years. The Company has unconditional purchase obligations related to capital expenditures for a total amount of $34 million. As of June 30, 2026, the remaining purchase commitment is $3 million.
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