Supply Chain Council of European Union | Scceu.org
Procurement

MERCADOLIBRE INC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

You should read the following discussion and analysis of our financial condition
and results of our operations in conjunction with our "Selected Financial Data"
and our audited consolidated financial statements and the notes to those
statements included elsewhere in this report. This discussion contains
forward-looking statements reflecting our current expectations that involve
risks and uncertainties. Actual results and the timing of events may differ
materially from those contained in these forward-looking statements due to a
number of factors, including those discussed in the section entitled "Risk
Factors" and elsewhere in this report.

The discussion and analysis of our financial condition and results of operations
has been organized to present the following:

?a brief overview of our company;

?a review of our financial presentation and accounting policies, including our
critical accounting policies;

?a discussion of our principal trends and results of operations for the years
ended December 31, 2021, 2020 and 2019;

?a discussion of the principal factors that influence our results of operations,
financial condition and liquidity;

?a discussion of our liquidity and capital resources and a discussion of our
capital expenditure; and

?a discussion of the market risks that we face.



For discussion on results from 2020 compared to 2019, please refer to "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Annual Report on Form 10-K filed with the SEC for the year
ended December 31, 2020.

Business Overview

We are the largest online commerce ecosystem in Latin America based on unique
visitors and page views, and we are present in 18 countries: Brazil, Argentina,
Mexico, Chile, Colombia, Peru, Uruguay, Venezuela, Bolivia, Costa Rica,
Dominican Republic, Ecuador, Guatemala, Honduras, Nicaragua, Panama, Paraguay
and El Salvador. Our platform is designed to provide users with a complete
portfolio of services to facilitate commercial transactions both digitally and
offline.

We offer our users an ecosystem of six integrated e-commerce services: the
Mercado Libre Marketplace, the Mercado Pago Fintech solution, the Mercado Envios
logistics service, the Mercado Libre Ads solution, the Mercado Libre Classifieds
service and the Mercado Shops online storefronts solution.

Through our e-commerce platform, we provide buyers and sellers with a robust and
safe environment that fosters the development of a large e-commerce community in
Latin America, a region with a population of over 650 million people and with
one of the fastest-growing Internet penetration and e-commerce growth rates in
the world. We believe that we offer world-class technological and commercial
solutions that address the distinctive cultural and geographic challenges of
operating a digital commerce platform in Latin America.

The Mercado Libre Marketplace, is a fully-automated, topically-arranged and
user-friendly online commerce platform, which can be accessed through our
website and mobile app. This platform enables us (when we act as sellers in our
first party sales), merchants and individuals to list merchandise and conduct
sales and purchases digitally. The Marketplace has an ample assortment of
products, with a wide range of categories such as consumer electronics, apparel
and beauty, home goods, automotive accessories, toys, books and entertainment
and consumer packaged goods.

To complement the Mercado Libre Marketplace and enhance the user experience for
our buyers and sellers, we developed Mercado Pago, an integrated digital
payments solution. Mercado Pago was initially designed to facilitate
transactions on Mercado Libre's Marketplaces by providing a mechanism that
allowed our users to securely, easily and promptly send and receive payments.
Now, Mercado Pago is a full ecosystem of financial technology solutions both in
the digital and physical world. Our digital payments solution enables any
MercadoLibre registered user to securely and easily send and receive digital
payments and to pay for purchases made on any of MercadoLibre's Marketplaces.
Currently, Mercado Pago processes and settles all transactions on our
Marketplaces in Brazil, Argentina, Mexico, Chile, Colombia, Uruguay and Peru. In
addition, Mercado Pago grants through our Mercado Credito solution, loans to
sellers and buyers in Argentina, Brazil, Mexico and Chile.

Beyond facilitating Marketplace transactions, over the years we have expanded
our array of Mercado Pago services to third parties outside Mercado Libre's
Marketplace. We began first by satisfying the growing demand for online-based
payment solutions by providing merchants the necessary digital payment
infrastructure for e-commerce to flourish in Latin America. Today, Mercado
Pago's digital payments business not only allows merchants to facilitate
checkout and payment processes on their websites through a branded or white
label solution or software development kits, but it also enables users to
transfer money in a simple manner to each other through the Mercado Pago website
or on Mercado Pago app. Through Mercado Pago, we brought trust to the merchant
customer relationship, allowing online consumers to shop easily and safely,
while giving them the confidence to share sensitive personal and financial data
with us.
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The Mercado Envios logistics solution enables sellers on our platform to utilize
third-party carriers and other logistics service providers, while also providing
them with fulfillment and warehousing services. The logistics services we offer
are an integral part of our value proposition, as they reduce friction between
buyers and sellers, and allow us to have greater control over the full user
experience. Sellers that opt into our logistics solutions are not only able to
offer a uniform and seamlessly integrated shipping experience to their buyers at
competitive prices, but are also eligible to access shipping subsidies to offer
free or discounted shipping for many of their sales on our Marketplaces. In
2020, we launched Meli Air with a fleet of dedicated aircrafts covering routes
across Brazil and Mexico, with the aim of improving our delivery times. We have
also developed a network of independent neighborhood stores and commercial
points (known as "MELI Places") to receive and store packages that are in
transit using our integrated technology. MELI Places network allows buyers and
sellers to pick-up, drop-off, or return packages with a better experience,
reducing the travel distance for all parties.

Mercado Credito, our credit solution, leverages our user base, which is not only
loyal and engaged, but has also been historically underserved or overlooked by
financial institutions and suffers from a lack of access to needed credit.
Facilitating credit is a key service overlay that enables us to further
strengthen the engagement and lock-in rate of our users, while also generating
additional touchpoints and incentives to use Mercado Pago as an end-to-end
financial solution.

Our asset management product, which is available in Argentina, Brazil and
Mexico, is a critical pillar to building our alternative two-sided network
vision. It incentivizes our users to begin to fund their digital wallets with
cash as opposed to credit or debit cards given that the return our product
offers is greater than traditional checking accounts.


As an extension of our asset management and savings solutions for users, in 2021
we launched in Brazil a cryptocurrency feature as part of the Mercado Pago
wallet. This service allows our millions of users to purchase, hold and sell
selected cryptocurrencies through our interface without leaving the Mercado Pago
application, while a partner acts as the custodian and offers the blockchain
infrastructure platform. This feature is available for all users through their
Mercado Pago wallet.

Our advertising platform, Mercado Ads, enables businesses to promote their
products and services on the Internet. Through our advertising platform,
MercadoLibre's brands and sellers are able to display ads on our webpages
through product searches, banner ads, or suggested products. Our advertising
platform enables merchants and brands to access the millions of consumers that
are on our Marketplaces at any given time with the intent to purchase, which
increases the likelihood of conversion.

Through Mercado Libre Classifieds, our online classified listing service, our
users can also list and purchase motor vehicles, real estate and services in the
countries where we operate. Classifieds listings differ from Marketplace
listings as they only charge optional placement fees and not final value fees.
Our classifieds pages are also a major source of traffic to our platform,
benefitting both the Commerce and Fintech businesses.

Complementing the service we offer our digital storefront solution, Mercado
Shops, which allows users to set-up, manage and promote their own digital
stores. These stores are hosted by Mercado Libre and offer integration with the
rest of our ecosystem, namely our Marketplaces, payment services and logistics
services. Users can create a store at no cost, and can access additional
functionalities and value added services on commission.

Reporting Segments and Geographic Information


Our segment reporting is based on geography, which is the criterion our
Management currently uses to evaluate our segment performance. Our geographic
segments are Brazil, Argentina, Mexico and Other Countries (including Chile,
Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Peru, Bolivia,
Honduras, Nicaragua, El Salvador, Guatemala, Paraguay, Uruguay and the United
States of America). Although we discuss long-term trends in our business, it is
our policy not to provide earnings guidance in the traditional sense. We believe
that uncertain conditions make the forecasting of near-term results difficult.
Further, we seek to make decisions focused primarily on the long-term welfare of
our company and believe focusing on short-term earnings does not best serve the
interests of our stockholders. We believe that execution of key strategic
initiatives as well as our expectations for long-term growth in our markets will
best create stockholder value. A long-term focus may make it more difficult for
industry analysts and the market to evaluate the value of our Company, which
could reduce the value of our common stock or permit competitors with short-term
tactics to grow more rapidly than us. We, therefore, encourage potential
investors to consider this strategy before making an investment in our common
stock.
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The following table sets forth the percentage of our consolidated net revenues
by segment for the years ended December 31, 2021, 2020 and 2019:

                                                 Years Ended
                                                 December 31,
(% of total consolidated net revenues) (*)   2021    2020    2019
Brazil                                      55.3 %  55.2 %  63.6 %
Argentina                                   21.7    24.7    19.9
Mexico                                      16.6    14.5    12.0
Other Countries                              6.5     5.6     4.5

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.

The following table summarizes the changes in our net revenues by segment for
the years ended December 31, 2021, 2020 and 2019:

                     Years Ended          Change from 2020               Years Ended          Change from 2019
                    December 31,             to 2021 (*)                 December 31,            to 2020 (*)
                   2021        2020       in Dollars    in %           2020

2019 in Dollars in %

                      (in millions, except percentages)                  (in millions, except percentages)
Net
Revenues:
Brazil          $ 3,909.6   $ 2,194.0   $    1,715.5    78.2 %    $   2,194.0   $ 1,461.5   $     732.5    50.1 %
Argentina         1,531.0       980.3          550.8    56.2            980.3       456.3         523.9   114.8
Mexico            1,172.4       575.2          597.2   103.8            575.2       275.1         300.0   109.1
Other
Countries           456.4       224.0          232.5   103.8            224.0       103.3         120.6   116.7
Total Net
Revenues        $ 7,069.4   $ 3,973.5   $    3,095.9    77.9 %    $   3,973.5   $ 2,296.3   $   1,677.2    73.0 %


(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

    to rounding.



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Recent Developments
?
?Acquisition of online payment service company in Chile

On December 13, 2021, we, through our 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. The Company 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. We paid $24.1
million in relation to this acquisition. Refer to Note 7 to our audited
consolidated financial statements for additional detail.

Equity Offering


On November 18, 2021, we closed a public equity offering for an aggregate of
1,000,000 shares of common stock, par value $0.001 per share (the "Common
Stock"), at a public offering price of $1,550 per share. The aggregate proceeds
of the equity offering were $1,519.5 million net of issuance costs paid. Refer
to Note 22 to our audited consolidated financial statements for additional
detail.

Description of line items

Net revenues

We recognize revenues in each of our four geographical reporting segments.
Within each of our segments, the services we provide and the products we sell
generally fall into two distinct revenue streams: “Commerce” and “Fintech.”

The following table summarizes our consolidated net revenues by revenue stream
for the years ended December 31, 2021, 2020 and 2019:

                                                       Years ended
                                                    December 31, (*)

Consolidated net revenues by revenue stream 2021 2020 2019

                                                      (in millions)
Commerce                                     $ 4,635.4  $ 2,559.8  $ 1,346.4
Fintech                                        2,434.0    1,413.7      949.9
Total                                        $ 7,069.4  $ 3,973.5  $ 2,296.3

(*) The table above may not total due to rounding.

Revenues from commerce transactions are mainly generated from:

?marketplace fees that include final value fees and flat fees for transactions
below a certain merchandise value;

?first-party sales;

?shipping fees, net of the third-party carrier costs (when we act as an agent);


?ad sales up-front fees;

?classifieds fees; and

?fees from other ancillary businesses.


Final value fees represent a percentage of the sale value that is charged to the
seller once an item is successfully sold and flat fees represent a fixed charge
for transactions below a certain merchandise value.

Revenues from inventories sales are generated when control of the good is
transferred, upon delivery to our customers.


Shipping revenues are generated when a buyer elects to receive an item through
our shipping service net of the third-party carrier costs (when we act as an
agent).

Our Advertising revenues are generated by selling either display product and/or
text link ads throughout our websites to interested advertisers.

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Through our classifieds offerings in vehicles, real estate and services, we
generate revenues from up-front fees. These fees are charged to sellers who opt
to give their listings greater exposure throughout our websites.

Fintech revenues correspond to our Mercado Pago service, which are attributable
to:

?commissions representing a percentage of the payment volume processed that are
charged to sellers in connection with off Marketplace-platform transactions;

?commissions from additional fees we charge when a buyer elects to pay in
installments through our Mercado Pago platform, for transactions that occur
either on or off our Marketplace platform;

?commissions from additional fees we charge when our sellers elect to withdraw
cash;

?interest, cash advances and fees from merchant and consumer credits granted
under our Mercado Credito solution;

?commissions that we charge from transactions carried out with Mercado Pago
credit and debit cards; and

?revenues from the sale of mobile points of sale products and insurtech fees.

Although we also process payments on the Marketplace, we do not charge sellers
an added commission for this service, as it is already included in the
Marketplace final value fee that we charge.


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

We have a highly fragmented customer revenue base given the large numbers of
sellers and buyers who use our platforms. For the years ended December 31, 2021,
2020 and 2019, no single customer accounted for more than 5.0% of our net
revenues.

The functional currency for each country's operations is the country's local
currency, except for Argentina, where the functional currency is the U.S. dollar
due to Argentina's status as a highly inflationary economy. Our net revenues are
generated in multiple foreign currencies and then translated into U.S. dollars
at the average monthly exchange rate. Please refer to "Summary of significant
accounting policies" in Note 2 to our audited consolidated financial statements
for further detail on foreign currency translation.

Cost of net revenues


Cost of net revenues primarily includes bank and credit card processing charges
for transactions and fees paid with credit cards and other payment methods,
shipping operation costs (including warehousing costs), carrier and other
operating costs, financing costs related to our financing and credit business,
cost of goods sold, fraud prevention fees, certain taxes on revenues, certain
taxes on bank transactions, hosting and site operation fees, compensation for
customer support personnel, ISP connectivity charges and depreciation and
amortization.

Our subsidiaries in Brazil, Argentina and Colombia are subject to certain taxes
on revenues which are classified as a cost of net revenues. These taxes
represented 8.0%, 8.2% and 8.2% of net revenues for the years ended December 31,
2021, 2020 and 2019, respectively.

Product and technology development expenses


Our product and technology development related expenses consist primarily of
compensation for our engineering and web-development staff, depreciation and
amortization costs related to product and technology development, certain tax
withholding related to export duties, telecommunications costs and payments to
third-party suppliers who provide technology maintenance services to us.

Sales and marketing expenses


Our sales and marketing expenses consist primarily of costs related to marketing
our platforms through online and offline advertising and agreements with
portals, search engines and other sales expenses related to strategic marketing
initiatives, charges related to our buyer protection programs, the salaries of
employees involved in these activities, chargebacks related to our Mercado Pago
operations, bad debt charges, branding initiatives, marketing activities for our
users and depreciation and amortization costs.

We carry out the majority of our marketing efforts on the Internet. We enter
into agreements with portals, search engines, social networks, ad networks and
other sites in order to attract Internet users to the Mercado Libre Marketplace
and convert them into registered users and active traders on our platform.

We also work intensively on attracting, developing and growing our seller
community through our customer support efforts. We have dedicated professionals
in most of our operations that work with sellers through trade show
participation, seminars and meetings to provide them with important tools and
skills to become effective sellers on our platform.

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General and administrative expenses

Our general and administrative expenses consist primarily of salaries for
management and administrative staff, compensation of outside directors, long
term retention program compensation, expenses for legal, audit and other
professional services, insurance expenses, office space rental expenses,
impairment losses from digital assets, travel and business expenses, as well as
depreciation and amortization costs. Our general and administrative expenses
include the costs of the following areas: general management, finance, treasury,
internal audit, administration, accounting, tax, legal and human resources.

Other income (expenses), net


Other income (expenses) consists primarily of interest income derived from our
investments and cash equivalents, interest expense and other financial charges
related to financial liabilities and foreign currency gains or losses.

Income tax


We are subject to federal and state income tax in the United States, as well as
foreign taxes in the multiple jurisdictions where we operate. Our tax
obligations consist of current and deferred income taxes incurred in these
jurisdictions. We account for income taxes following the liability method of
accounting. A valuation allowance is recorded when, based on the available
evidence, it is more likely than not that all or a portion of our deferred tax
assets will not be realized. Therefore, our income tax expense consists of taxes
currently payable, if any (given that in certain jurisdictions we still have net
operating loss carry-forwards), plus the change in our deferred tax assets and
liabilities during each period.

The following table summarizes the composition of our income taxes for the years
ended December 31, 2021, 2020 and 2019:

                        Year ended December 31,
(In millons)        2021 (*)   2020 (*)     2019 (*)

Current:
U.S.                $       -  $       -  $      8.7
Non U.S.                178.3      152.3        39.6
                        178.3      152.3        48.3
Deferred:
U.S.                    (3.3)      (5.4)      (13.6)
Non U.S.               (26.2)     (64.9)        30.0
                       (29.5)     (70.3)        16.5
Income tax expense  $   148.8  $    82.0  $     64.8

(*) The table above may not total due to rounding. No asset tax expense was
recorded for the years ended December 31, 2021, 2020 and 2019.
Equity in earnings of unconsolidated entity

Equity in earnings of unconsolidated entity consists primarily of earnings and
losses related to our share in our equity investment.
Critical Accounting Policies and Estimates


The preparation of our audited consolidated financial statements and related
notes require us to make judgments, estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. We have based our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Management has discussed the
development, selection and disclosure of these estimates with our audit
committee and our board of directors. Actual results may differ from these
estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the consolidated financial
statements. We believe that the following critical accounting policies reflect
the more significant estimates and assumptions used in the preparation of our
audited consolidated financial statements. You should read the following
descriptions of critical accounting policies, judgments and estimates in
conjunction with our audited consolidated financial statements and the notes
thereto and other disclosures included in this report.

For an analysis of our Critical Accounting Policies and Estimates please refer
to Note 2 “Summary of significant accounting policies” to our audited
consolidated financial statements included elsewhere in this report.

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Impairment of long-lived assets, goodwill and intangible assets with indefinite
useful life


We review long-lived assets for impairments whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparing the carrying amount of a long-lived asset to its undiscounted future
net cash flows expected to be generated by such asset. If such asset is
considered to be impaired on this basis, the impairment loss to be recognized is
measured by the amount by which the carrying amount of the asset exceeds its
fair value.

If the carrying amount of the reporting unit exceeds its fair value, goodwill or
indefinite useful life intangible assets are considered impaired.


Goodwill and intangible assets with indefinite useful life are reviewed at the
end of the year for impairment or more frequently, if events or changes in
circumstances indicate that the carrying value may not be recoverable. Goodwill
is tested for impairment at the reporting unit level (considering each of our
segment as a reporting unit) by comparing the reporting unit's carrying amount,
including goodwill, to the fair value of such reporting unit.

For the year ended December 31, 2021, the fair values of the reporting units
were estimated using the income approach. Cash flow projections used were based
on financial budgets approved by Management. We use discount rates to each
reporting unit in the range of 14.9% to 20.8%. The average discount rate used
for 2021 was 16.9%. That rate reflected our estimated weighted average cost of
capital. Key drivers in the analysis include Average Selling Price ("ASP"), Take
Rate defined as marketplace revenues as a percentage of Gross Merchadise 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 our market share.

For the year ended December 31, 2021, based on quantitative assessments, we have
determined that the fair value of all the reporting units and the intangible
assets with indefinite useful lives, are greater than their respective carrying
amounts, except for the digital assets which are accounted for as
indefinite-lived intangible assets and for which we have recorded an impairment
of $8.6 million during the year ended December 31, 2021. No impairment loss has
been recognized in the years ended December 31, 2020 and 2019.

We believe that the accounting estimate related to impairment of long lived
assets and goodwill is critical since it is highly susceptible to change from
period to period because: (i) it requires Management to make assumptions about
gross merchandise volume growth, total payment volume, total payment
transactions, future interest rates, sales and costs; and (ii) the impact that
recognizing an impairment would have on the assets reported on our balance sheet
as well as our net income would be material. Management's assumptions about
future sales and future costs require significant judgment.

Allowances for doubtful accounts, for chargebacks and credit losses


We are exposed to losses due to uncollectable accounts, chargebacks and credits
to users. The allowances for doubtful accounts and for chargebacks are recorded
as charges to sales and marketing expenses. Historically, our actual losses have
been consistent with our estimated charges. However, future adverse changes to
our historical experience for doubtful accounts, loans receivable and
chargebacks could have a material impact on our future consolidated statements
of income and cash flows.

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. 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.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 are estimated using a transition matrix method; these matrices are
constructed using roll rates and then transformed, taking into account the
expected future delinquency rate (forward-looking models). Therefore, the models
include macroeconomic outlook or projections and recent performance. With this
model, we estimate 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.The exposure at
default is equal to the receivables' expected outstanding principal, interest
and other allowable balances. We estimate the exposure at default that the
portfolio of loans would have in each possible moment of default, meaning for
each possible scenario mentioned above. The loss given default is the percentage
of the exposure at default that is not recoverable. 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. The measurement of
CECL is based on probability-weighted scenarios (probability of default for each
month), in view of past events (roll rates), current conditions and adjustments
to reflect the reasonable and supportable forecast of future economic conditions
which were affected, among other factors, by the COVID-19 pandemic. Considering
a hypothetical increase in the probability of default of 10%, the company would
have recognized an increase in its allowance for uncollectible accounts for its
loans receivable of approximately $19.6 million. We will continue to monitor the
impact of the pandemic on expected credit losses estimates.
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For accounts receivable, they have been grouped based on shared credit risk
characteristics and the number of days past due. We have therefore concluded
that the expected loss rates for accounts receivable is a reasonable
approximation of the historical loss rates for those assets. Accounts receivable
are recovered over a period of 0-180 days, therefore, forecasted changes to
economic conditions are not expected to have a significant effect on the
estimate of the allowance for doubtful accounts.

For credit cards receivable and other means of payment, we assess balances for
credit losses, 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.

We believe that the accounting estimate related to allowances for doubtful
accounts, loans receivable and for chargebacks is a critical accounting estimate
because it requires Management to make different assumptions and scenarios to
estimate the CECL.

Legal contingencies

In connection with certain pending litigation and other claims, we have
estimated the range of probable loss and provided for such losses through
charges to our consolidated statement of income. These estimates are based on
our assessment of the facts and circumstances and historical information related
to actions filed against the Company at each balance sheet date and are subject
to change based upon new information and future events.

From time to time, we are involved in disputes that arise in the ordinary course
of business. We are currently involved in certain legal proceedings as discussed
in "Item 3-Legal Proceedings," and in Note 14 to our audited consolidated
financial statements. We believe that we have meritorious defenses to the claims
against us, and we will defend ourselves accordingly. However, even if
successful, our defense could be costly and could divert Management's time. If
the plaintiffs were to prevail on certain claims, we might be forced to pay
material damages or modify our business practices. Any of these consequences
could materially harm our business and could have a material adverse impact on
our financial position, results of operations or cash flows.

Income taxes


We are required to recognize a provision for income taxes based upon taxable
income and temporary differences between the book and tax bases of our assets
and liabilities for each of the tax jurisdictions in which we operate. This
process requires a calculation of taxes payable under currently enacted tax laws
in each jurisdiction and an analysis of temporary differences between the book
and tax bases of our assets and liabilities, including various accruals,
allowances, depreciation and amortization. The tax effect of these temporary
differences and the estimated tax benefit from our tax net operating losses are
reported as deferred tax assets and liabilities in our consolidated balance
sheet. We also assess the likelihood that our net deferred tax assets will be
realized from future taxable income. To the extent we believe that it is more
likely than not that some portion or all of our deferred tax assets will not be
realized, we establish a valuation allowance. At December 31, 2021, we had a
valuation allowance on certain foreign net operating losses and foreign tax
credit based on our assessment that it is more likely than not that the deferred
tax asset will not be realized. To the extent we establish a valuation allowance
or change the allowance in a period, we reflect the change with a corresponding
increase or decrease in our "Income tax expense" line in our consolidated
statement of income. Please refer to note 2 and 13 to the audited consolidated
financial statements for additional information regarding income tax.

Recent accounting pronouncements

See Item 8 of Part II, “Financial Statements and Supplementary Data” and Note 2,
“Summary of significant accounting policies-Recently Adopted Accounting
Standards and Accounting Pronouncements Not Yet Adopted”.

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Results of operations


The following table sets forth, for the year ended presented, certain data from
our consolidated statements of income. This information should be read in
conjunction with our audited consolidated financial statements and the notes to
those statements included elsewhere in this report.

Statement of income data
                                                                    Years Ended
                                                                   December 31,
 (In millions)                                           2021 (*)     2020 (*)    2019 (*)

 Net service revenues                                  $   6,149.3  $   3,690.0  $   2,265.7
 Net product revenues                                        920.1        283.5         30.6
 Net revenues                                              7,069.4      3,973.5      2,296.3

 Cost of net revenues                                    (4,064.4)    (2,264.3)    (1,194.2)
 Gross profit                                              3,005.1      1,709.2      1,102.1

 Operating expenses:
 Product and technology development                        (590.3)      (352.5)      (223.8)
 Sales and marketing                                     (1,509.5)      (902.6)      (834.0)
 General and administrative                                (464.5)      (326.5)      (197.5)
 Total operating expenses                                (2,564.3)    (1,581.5)    (1,255.3)
 Income (loss) from operations                               440.7        

127.7 (153.2)

Other income (expenses):

 Interest income and other financial gains                   138.0        

102.8 113.5

Interest expense and other financial losses (**) (228.7) (106.7) (65.9)

 Foreign currency losses                                   (109.3)       

(42.5) (1.7)

 Net income (loss) before income tax expense                 240.6         

81.3 (107.2)


 Income tax expense                                        (148.8)       

(82.0) (64.8)

 Equity in earnings of unconsolidated entity                 (8.5)            -            -
 Net Income (loss)                                     $      83.3  $      (0.7) $   (172.0)

(*) The table above may not total due to rounding.
(**) Includes $49.2 million of loss on debt extinguishment and premium related
to the 2028 Notes repurchase recognized in January 2021. See Note 16 of our
consolidated financial statements for further detail on 2028 Notes repurchase


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                                                            Years Ended
                                                            December 31,
(% of net revenues)                                2021 (*)   2020 (*)   2019 (*)

Net service revenues                                   87.0       92.9       98.7
Net product revenues                                   13.0        7.1        1.3
Net revenues                                          100.0      100.0      100.0

Cost of net revenues                                 (57.5)     (57.0)     (52.0)
Gross profit                                           42.5       43.0       48.0

Operating expenses:

Product and technology development                    (8.4)      (8.9)      (9.7)
Sales and marketing                                  (21.4)     (22.7)     (36.3)
General and administrative                            (6.6)      (8.2)      (8.6)
Total operating expenses                             (36.3)     (39.8)     (54.7)
Income (loss) from operations                           6.2        3.2      (6.7)

Other income (expenses):
Interest income and other financial gains               2.0        2.6      

4.9

Interest expense and other financial charges (3.2) (2.7) (2.9)
Foreign currency losses

                               (1.5)      (1.1)      

(0.1)

Net income (loss) before income tax expense             3.4        2.0      

(4.7)


Income tax expense                                    (2.1)      (2.1)      

(2.8)

Equity in earnings of unconsolidated entity           (0.1)          -          -
Net Income (loss)                                       1.2      (0.0)      (7.5)

(*) Percentages have been calculated using whole dollar amounts rather than
appear in the table. The table above may not total due to rounding.

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Principal trends in results of operations

Net revenues


Our net revenues maintained its growth trajectory during the year 2021,
specifically related to the increase in our gross merchandise volume and the
growth of our Fintech solution services (off-platform transactions through
Mercado Pago, credit business, etc.). Please refer to "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Results of
operations- Net Revenues" section in the current document for further detail on
net revenues trends for the year ended December 31, 2021.

As a consequence of the COVID-19 pandemic which has affected many countries in
Latin America, governments in the region imposed total or partial lockdowns and
curfews in March 2020, some of which have been subsequently extended, modified
or rescinded based on the evolution of the COVID-19 pandemic. On balance, the
effect of such measures on consumer behavior has resulted in revenue growth for
our business, however, it is uncertain how consumer behavior will evolve in the
future as measures to limit the spread of COVID-19 are further eased or lifted,
and how and whether that will impact our revenues.

Our sources of revenues are denominated in local currencies; therefore, the weak
macro-economic environment in certain countries in which we operate coupled with
the devaluations of certain local currencies in those countries against the U.S.
dollar, could cause a decline in year-over-year net revenues, measured in U.S.
dollars.

We continue to monitor the progress of the COVID-19 pandemic and the impact of
new variants, as well as the availability, distribution and effectiveness of
vaccines and or other treatments in the countries where we operate and will take
additional measures to comply with the rapidly changing regulations of the
countries where we operate and the related macroeconomic instability. However,
we may not be able to predict the negative impacts that the COVID-19 pandemic
may have on our business in the future.

Gross profit margins

Our gross profit margin is defined as total net revenues minus total cost of net
revenues, as a percentage of net revenues.


Our gross profit trends are directly affected by our net revenue, as stated
above, and our cost of net revenues. In this sense, our main cost of net revenue
are composed of cost of goods sold, bank and credit card processing charges for
transactions and fees paid with credit cards and other payment methods, sales
taxes, shipping operation costs (including warehousing costs), carrier and other
operating costs, financing costs related to our financing and credit business,
hosting and site operation fees, compensation for customer support personnel and
ISP connectivity charges. This cost structure is directly affected by the level
of operations of our services, and our strategic plan on gross profit is built
on factors such as an ample liquidity to fund expenses and investments and a
cost-effective capital structure.

However, in the future, our gross profit margin could decline if we continue
growing our first-party sales, which has a lower pure product margin, and
building up our logistics network, if we fail to maintain an appropriate
relationship between our cost of revenue structure and our net revenues trend
and if we are not able to appropriately adapt to prevent future negative impacts
of the ongoing COVID-19 pandemic.

For the years ended December 31, 2021 and 2020, our gross profit margins were
42.5% and 43.0%, respectively. The decrease in our gross profit margin resulted
primarily from an increase in shipping operating costs and cost of products
sold, as a percentage of net revenues, partially offset by a decrease in
collection fees, as a percentage of net revenues.

Operating income margins

Our Operating margin is defined as total net revenues minus total cost of net
revenues and total operating expenses, as a percentage of net revenues.


Our operating margin is affected by our operating expenses structure, which
mainly consists of our employees's salaries, our sales and marketing expenses
related to those activities we incurred to promote our services, product
development expenses, etc. As we continue to grow and focus on expanding our
leadership in the region, we will continue to invest in product development,
sales and marketing and human resources in order to promote our services and
capture long-term business opportunities. As a result, we may experience
decreases in our operating margins.

The COVID-19 pandemic and its potential negative impacts on our business could
also have negative impacts on our operating margins if we fail to closely
monitor operating expenses on demand patterns and expenses are not adjusted in
order to maintain an appropriate balance of such expenses with our actual rate
of business development.

For the years ended December 31, 2021, as compared to the year ended December
31, 2020, our operating margin increased from a margin of 3.2% to a margin of
6.2%. This increase is primarily a consequence of the increase in net revenues
explained above, marketing expenditures efficiencies that we achieved as a
result of the growth in organic demand brought about by the effects of the
COVID-19 pandemic consumer behavior, a decrease in buyer protection program
expenses, as a percentage of net revenues, and social security benefits granted
pursuant to the knowledge-based economy promotional regime in Argentina,
partially offset by an increase in bad debt expenses, as a percentage of net
revenues.
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Net revenues
                       For the years ended         Change from 2020       For the years ended         Change from 2019
                           December 31,               to 2021 (*)             December 31,               to 2020 (*)
                          2021         2020       in Dollars    in %         2020         2019       in Dollars    in %
                            (in millions, except percentages)                  (in millions, except percentages)
Total Net Revenues   $    7,069.4   $ 3,973.5   $     3,095.9   77.9%   $   

3,973.5 $ 2,296.3 $ 1,677.2 73.0%

(*) Percentages have been calculated using the whole figures instead of rounding
figures. The table above may not total due to rounding.


Our net revenues grew 77.9% for the year ended December 31, 2021, as compared to
the same period in 2020. The increase in net revenues was primarily attributable
to:

a)an increase of $2,075.7 million, or 81.1%, in Commerce revenues, for the year
ended December 31, 2021, as compared to the same period in 2020. This increase
is mainly generated by a 35.5% increase in our gross merchandise volume, an
increase of $629.6 million in our first-party sales and an increase of $357.6
million in shipping services billed net of carrier costs for the year ended
December 31, 2021, as compared to the same period in 2020. The aforementioned
increase was partially offset by an increase of $365.9 million of shipping
carrier costs netted from revenues from $1,110.7 million for the year ended
December 31, 2020 to $1,476.6 million for the year ended December 31, 2021; and

b)an increase of 72.2%, in Fintech revenues, from $1,413.7 million for year
ended December 31, 2020, to $2,434.0 million for the year ended December 31,
2021. This increase was mainly generated by an increase of 229.2% in credit
business revenues and increases in off-platform transactions and financing
mainly associated to a 55.5% increase in our total payment volume for the year
ended December 31, 2021, as compared to the same period in 2020;


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                      For the years ended         Change from 2020       For the years ended        Change from 2019
                          December 31,              to 2021 (*)              December 31,             to 2020 (*)
Consolidated Net
  Revenues by             2021         2020     in Dollars     in %         2020         2019     in Dollars     in %
 revenue stream
                      (in millions, except                               

(in millions, except

                          percentages)                                      

percentages)

Brazil

Commerce           $    2,481.2    $ 1,356.8    $  1,124.4     82.9%   $  1,356.8    $   793.4    $    563.4     71.0%
Fintech                 1,428.4        837.3         591.1     70.6%        

837.3 668.1 169.2 25.3%

                   $    3,909.6    $ 2,194.0    $  1,715.5     78.2%   $  2,194.0    $ 1,461.5    $    732.5     50.1%
Argentina
Commerce           $       855.6   $   561.3    $    294.3     52.4%   $    561.3    $    240.2   $     321.1   133.7%
Fintech                   675.4        419.0         256.4     61.2%        

419.0 216.2 202.8 93.8%

                   $    1,531.0    $   980.3    $    550.8     56.2%   $    980.3    $   456.3    $    523.9    114.8%
Mexico
Commerce           $       924.5   $   471.4    $    453.1     96.1%   $    471.4    $    230.2   $     241.2   104.8%
Fintech                   247.8        103.7         144.1    138.9%        103.7         44.9          58.8    130.8%
                   $    1,172.4    $   575.2    $    597.2    103.8%   $    575.2    $   275.1    $    300.0    109.1%
Other countries
Commerce           $       374.1   $   170.3    $    203.8    119.7%   $    170.3    $     82.7   $      87.6   105.9%
Fintech                    82.3         53.7          28.6     53.4%         53.7         20.6          33.0    160.1%
                   $      456.4    $   224.0    $    232.5    103.8%   $    224.0    $   103.3    $    120.6    116.7%
Consolidated
Commerce           $    4,635.4    $ 2,559.8    $  2,075.7     81.1%   $  2,559.8    $ 1,346.4    $  1,213.3     90.1%
Fintech                 2,434.0      1,413.7       1,020.3     72.2%      1,413.7        949.9         463.8     48.8%
Total              $    7,069.4    $ 3,973.5    $  3,095.9     77.9%   $  3,973.5    $ 2,296.3    $  1,677.2     73.0%


    .

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

    to rounding.


Brazil

Commerce revenues in Brazil increased 82.9% in the year ended December 31, 2021
as compared to the same period in 2020. This increase was primarily a
consequence of a 34.9% increase in our gross merchandise volume and the increase
in our first-party sales and shipping services billed net of carrier costs for
the year ended December 31, 2021, as compared to the same period in 2020.
Fintech revenues grew by 70.6%, a $591.1 million increase, during the year ended
December 31, 2021 as compared to the same period in 2020, mainly driven by a
61.6% increase in the off-platform payments volume, credit business and
financing.

Argentina


Commerce revenues in Argentina increased 52.4% in the year ended December 31,
2021 as compared to the same period in 2020. This increase was primarily a
consequence of a 23.5% increase in our gross merchandise volume and the increase
in our first-party sales for the year ended December 31, 2021. Fintech revenues
grew 61.2%, a $256.4 million increase, during the year ended December 31, 2021
as compared to the same period in 2020, mainly driven by a 73.5% increase in the
off-platform payments volume, credit business and financing.

Mexico


Commerce revenues in Mexico increased 96.1% in the year ended December 31, 2021,
as compared to the same period in 2020. This increase was primarily a
consequence of a 52.7% increase in our gross merchandise volume and the increase
in our first-party sales for the year ended December 31, 2021. Fintech revenues
grew 138.9%, a $144.1 million increase, during the year ended December 31, 2021
as compared to the same period in 2020, mainly driven by a 109.1% increase in
the off-platform payments volume and credit business.
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The following table sets forth our total net revenues and the sequential
quarterly growth of these net revenues for the periods described below:

                                                      Quarter Ended
                                    March 31,   June 30,   September 30,   December 31,
                                             (in millions, except percentages)
                                                            (*)
2021
Net revenues                      $   1,378.4 $  1,702.7 $       1,857.5 $      2,130.8
Percent change from prior quarter          4%        24%              9%    

15%

2020

Net revenues                      $     652.1 $    878.4 $       1,115.7 $  

1,327.3

Percent change from prior quarter         -3%        35%             27%    

19%

2019

Net revenues                      $     473.8 $    545.2 $         603.0 $  

674.3

Percent change from prior quarter         11%        15%             11%    

12%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table.

The following table set forth the growth in net revenues in local currencies for
the years ended December 31, 2021 and 2020:

                                              Changes from (*)
(% of revenue growth in Local Currency)  2020 to 2021  2019 to 2020
Brazil                                          84.5%         97.4%
Argentina                                      106.3%        218.4%
Mexico                                          93.6%        132.2%
Other Countries                                102.4%        141.2%
Total Consolidated                              93.9%        126.5%

(*) The local currency revenue growth was calculated by using the average

monthly exchange rates for each month during 2020 and applying them to the

corresponding months in 2021, so as to calculate what our financial results

would have been had exchange rates remained stable from one year to the

next.

The local currency revenue growth was calculated by using the average

monthly exchange rates for each month during 2019 and applying them to the

corresponding months in 2020, so as to calculate what our financial results

would have been had exchange rates remained stable from one year to the

next.

See also the “Non-GAAP Financial Measures” section for details on FX neutral

measures.

In Argentina, the increase in local currency growth is due to an increase in our
Argentine Commerce transactions volume, increases in our off-platform
transactions business through Mercado Pago, an increase in our credit and
financing business and a high level of inflation.


In Brazil, the increase in local currency growth is a consequence of an increase
in our Commerce transactions volume, an increase in our off-platform
transactions through Mercado Pago and an increase in our financing and credit
business.

In Mexico, the increase in local currency growth is a consequence of an increase
of our Commerce transactions volume, an increase in our off-platform
transactions through Mercado Pago and an increase in our financing and credit
business.

Cost of net revenues
                           Years ended           Change from 2020          Years ended           Change from 2019
                          December 31,              to 2021 (*)           December 31,              to 2020 (*)
                         2021        2020       in Dollars    in %       2020        2019       in Dollars    in %
                            (in millions, except percentages)               (in millions, except percentages)
Total cost of net
revenues              $ 4,064.4   $ 2,264.3   $     1,800.1   79.5%   $ 2,264.3   $ 1,194.2   $     1,070.1   89.6%
As a percentage of
net revenues (*)          57.5%       57.0%                               

57.0% 52.0%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



For the year ended December 31, 2021 as compared to the year ended December 31,
2020, the increase of $1,800.1 million in cost of net revenues was primarily
attributable to: i) a $616.1 million increase in cost of goods sold mainly in
Brazil, Argentina and Mexico; ii) a $478.7 million increase in shipping
operating costs; iii) a $243.8 million increase in sales taxes; iv) a $169.6
million increase in collection fees, which was mainly attributable to our
Argentine, Brazilian and Mexican operations as a result of the higher
transactions volume of Mercado Pago in those countries; v) a $77.3 million
increase in shipping carrier costs.
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Product and technology development
                            Years ended            Change from 2020           Years ended            Change from 2019
                            December 31,             to 2021 (*)              December 31,             to 2020 (*)
                          2021           2020      in Dollars   in %        2020           2019      in Dollars   in %
                             (in millions, except percentages)                 (in millions, except percentages)
Product and
technology
development           $   590.3       $  352.5   $      237.9   67.5%   $   352.5       $  223.8   $      128.7   57.5%
As a percentage of
net revenues (*)           8.4%           8.9%                               8.9%           9.7%


(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



For the year ended December 31, 2021, the increase in product and technology
development expenses as compared to the year ended December 31, 2020, amounted
to $237.9 million. This increase was primarily attributable to: i) a $133.9
million increase in salaries and wages mainly related to new hires, partially
offset by social security benefits granted pursuant to the knowledge-based
economy promotional regime in Argentina; ii) a $49.9 million increase in
maintenance expenses mainly related to higher software licenses expenses; and
iii) a $30.8 million increase in depreciation and amortization expenses.

We believe that product development is one of our key competitive advantages and
we intend to continue to invest in hiring engineers to meet the increasingly
sophisticated product expectations of our customer base.
Sales and marketing
                          Years ended            Change from 2020            Years ended            Change from 2019
                          December 31,              to 2021 (*)              December 31,             to 2020 (*)
                         2021          2020      in Dollars    in %        2020           2019       in Dollars   in %
                           (in millions, except percentages)                  (in millions, except percentages)
Sales and marketing $   1,509.5     $  902.6   $      606.9    67.2%   $   902.6       $  834.0   $        68.5   8.2%
As a percentage of
net revenues (*)          21.4%        22.7%                               

22.7% 36.3%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



For the year ended December 31, 2021, the $606.9 million increase in sales and
marketing expenses as compared to the year ended December 31, 2020 was primarily
attributable to: i) a $302.4 million increase in bad debt expenses explained,
mainly, by an increase in our credit business volume; ii) an $174.7 million
increase in online and offline marketing expenses principally in Brazil, Mexico
and Argentina; iii) a $46.5 million increase in other sales expenses mainly
related to strategic marketing initiatives; and iv) a $37.3 million increase in
salaries and wages.

General and administrative
                            Years ended            Change from 2020            Years ended             Change from 2019
                           December 31,              to 2021 (*)               December 31,              to 2020 (*)
                         2021            2020      in Dollars   in %        2020            2019       in Dollars   in %
                            (in millions, except percentages)                   (in millions, except percentages)
General and
administrative       $    464.5       $  326.5   $      138.0   42.3%   $    326.5       $   197.5   $      129.0   65.3%
As a percentage of
net revenues (*)           6.6%           8.2%                                8.2%            8.6%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



For the year ended December 31, 2021, the $138.0 million increase in general and
administrative expenses as compared to the year ended December 31, 2020 was
primarily attributable to: i) a $62.2 million increase in salaries and wages,
mainly related to new hires; and ii) a $36.9 million increase in tax, legal and
other fees; and iii) a $26.0 million increase in temporary services primarily
related to administrative worker.

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Other income (expense), net
                          Years ended          Change from 2020            Years ended             Change from 2019
                         December 31,             to 2021 (*)              December 31,              to 2020 (*)
                         2021        2020      in Dollars    in %        2020          2019       in Dollars    in %
                           (in millions, except percentages)                 (in millions, except percentages)
Other income
(expense), net       $  (200.1)   $ (46.4)   $    (153.7)   331.4%   $   (46.4)     $    45.9   $     (92.3)   -201.0%
As a percentage of
net revenues (*)          -2.8%      -1.2%                                

-1.2% 2.0%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due to

rounding.



For the year ended December 31, 2021, the $153.7 million increase in other
income (expense), net as compared to year ended December 31, 2020 was primarily
attributable to: i) a $122.0 million increase in financial expenses mainly
attributable to a $49.2 million of loss on debt extinguishment and premium
recognized during the first quarter of 2021 related to the repurchase of $440
million of principal of the 2028 Notes (refer to Note 16 of our audited
consolidated financial statements for further detail) and higher level of
indebtedness during 2021, mainly incurred in U.S., Argentina and Brazil; and ii)
a $66.9 million increase in our foreign currency loss mainly related to higher
foreign exchange losses attributable to our own common stock acquisition in the
Argentine market at a price that reflects the additional cost of accessing US
dollars through an indirect mechanism due to restrictions imposed by the
Argentine government for buying US dollars at the official exchange rate (refer
to Note 25 of our audited consolidated financial statements for further detail),
and higher foreign exchange losses from our Brazilian subsidiaries. This
increase was partially offset by a $35.2 million increase in interest income and
other financial gains from our financial investments as a result of higher
interest income in Argentina due to higher float, in Brazil due to higher float
and higher rates, partially offset by lower float in our U.S. investments.

Income tax
                          Years ended           Change from 2020           Years ended            Change from 2019
                          December 31,            to 2021 (*)              December 31,             to 2020 (*)
                          2021        2020      in Dollars   in %        2020          2019       in Dollars   in %
                           (in millions, except percentages)                (in millions, except percentages)
Income tax expense   $   (148.8)   $ (82.0)   $     (66.8)   81.4%   $   (82.0)     $  (64.8)   $     (17.3)   26.7%
As a percentage of
net revenues (*)           -2.1%      -2.1%                               

-2.1% -2.8%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



During the year ended December 31, 2021 as compared to the year ended December
31, 2020, income tax expense increased by $66.8 million mainly as a result of
higher income tax expense in Argentina and Brazil as a consequence of higher
pre-tax gain in our Argentine and Brazilian segments in 2021 and higher income
tax expense due to withholding tax on dividends from our Argentine subsidiary
offset by the income tax benefit that our Argentine subsidiary, MercadoLibre
S.R.L., obtained upon the approval of its eligibility under the knowledge-based
economy promotional regime (see Note 13 of our audited consolidated financial
statements for further detail).

Our effective tax rate is defined as income tax expense as a percentage of net
income (loss) before income tax expense.

The following table summarizes the changes in our effective tax rate for the
years ended December 31, 2021, 2020 and 2019:

                        Years ended
                       December 31,
                   2021    2020    2019

Effective tax rate 61.8%  100.9%  -60.4%


Our effective tax rate for the year ended December 31, 2021 as compared to the
same period in 2020, decreased largely as a result of the income tax benefit
that our Argentine subsidiary, MercadoLibre S.R.L., obtained upon the approval
of its eligibility under the knowledge-based economy promotional regime and
higher non-taxable pre-tax gains in Brazil.
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The following table sets forth our effective income tax rate related to our main
locations for the years ended December 31, 2021, 2020 and 2019:

                                  Years ended
                                  December 31,
                              2021   2020    2019
Effective tax rate by country
Argentina                     22.1%  34.4%    5.2%
Brazil                         5.9%   5.6%   16.7%
Mexico                        -7.2%  -2.0%  -33.4%


The decrease in the effective income tax rate in our Argentine subsidiaries
during the year ended December 31, 2021 as compared to the same period in 2020
was mainly a consequence of the income tax benefit that our Argentine
subsidiary, MercadoLibre S.R.L., obtained upon the approval of its eligibility
under the knowledge-based economy promotional regime (see Note 13 of our audited
consolidated financial statements for further detail).

The increase in our Brazilian effective income tax rate for the year ended
December 31, 2021 as compared to the same period in 2020, was mainly related to
higher non-deductible expenses.


The increase in our Mexican negative effective income tax rate for year ended
December 31, 2021 as compared to the same period in 2020, was mainly driven by
the combined effect of higher income tax expense related to advertising business
due to higher pre-tax gains in Mexico and pre-tax losses from other entities in
Mexico that were not accounted for as deferred tax assets as a consequence of
the valuation allowance.

Deferred Income Tax

The following table summarizes the composition of our deferred tax assets for
the years ended December 31, 2021 and 2020:

                                                Year Ended                       Year Ended
                                             December 31, (*)                 December 31, (*)
Deferred tax assets                         2021            in %             2020            in %
                                           (in millions, except            (in millions, except
                                               percentages)                    percentages)

Brazilian operations                  $          127.8       26.5  %   $          101.4       30.4 %
Argentine operations                              47.6        9.9                  35.1       10.5
Mexican operations                               232.8       48.4                 162.7       48.8
U.S. deferred tax assets                          52.3       10.9                  18.3        5.5
Operations in other countries                     20.9        4.3                  16.0        4.8
Total                                 $          481.4      100.0  %   $          333.5      100.0 %


(*) Percentages have been calculated using whole-dollar amounts rather than the
rounded amounts that appear in the table. The table above may not total due to
rounding.

As of December 31, 2021, and 2020 our deferred tax assets, were comprised mainly
of loss carry forwards representing 40.2% and 48.6% of our total deferred tax
assets, respectively, provisions representing 18.5% and 21.1% of our total
deferred tax assets, respectively, and allowance for doubtful accounts
representing 13.6% and 5.4% of of our total deferred tax assets, respectively.
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The following table summarizes the composition of our deferred tax assets from
loss carryforwards for the years ended December 31, 2021 and 2020:

                                                 Year Ended                 

Year Ended

                                              December 31, (*)                    December 31, (*)
Loss carryforwards                           2021              in %              2020             in %
                                                                                (in millions, except
                                      (in millions, except percentages)             percentages)
                                                      ?                                  ?

Mexican operations                    $            165.4        85.4  %   $            125.1        77.2 %
Brazilian operations                                16.4         8.5                    28.5        17.6
Argentine operations                                 5.5         2.8                     0.3         0.2
Colombian operations                                 2.2         1.1                     4.8         3.0
Operations in other countries                        4.2         2.2                     3.3         2.0
Total                                 $            193.7       100.0  %   $            162.0       100.0 %


(*) Percentages have been calculated using whole-dollar amounts rather than the
rounded amounts that appear in the table. The table above may not total due to
rounding.

We also assess the likelihood that our net deferred tax assets will be realized
from future taxable income. To the extent we believe that it is more likely than
not that some portion or the total deferred tax assets will not be realized, we
establish a valuation allowance.

At December 31, 2021 and 2020, our valuation allowance amounted to $261.6
million
and $179.2 million, respectively.

The following table summarizes the composition of our valuation allowance for
the years ended December 31, 2021 and 2020:

                                                 Year Ended                          Year Ended
                                              December 31, (*)                    December 31, (*)
Valuation Allowance                          2021              in %              2020             in %
                                                                                (in millions, except
                                      (in millions, except percentages)             percentages)
Mexican operations                    $            197.0        75.2  %   $            151.9        84.7 %
U.S. foreign tax credits                            51.5        19.7                    17.5         9.8
Colombian operations                                 9.4         3.6                     8.0         4.5
Argentine operations                                 2.5         1.0                     1.8         1.0
Operations in other countries                        1.2         0.5                       -           -
Total                                 $            261.6       100.0  %   $            179.2       100.0 %


(*) Percentages have been calculated using whole-dollar amounts rather than the
rounded amounts that appear in the table. The table above may not total due to
rounding.

Our valuation allowance is based on our assessment that it is more likely than
not that the deferred tax asset will not be realized. The fluctuations in the
valuation allowance will depend on the capacity of each country's operations to
generate taxable income or our execution of future tax planning strategies that
allow us to use the aforementioned deferred tax assets. To the extent we
establish a valuation allowance or change the allowance in a period, we reflect
the change with a corresponding increase or decrease in our tax provision in our
consolidated statement of income.

Our future effective tax rates could be adversely affected by earnings being
lower than anticipated in countries where we have lower statutory rates and
higher than anticipated in countries where we have higher statutory rates, by
changes in the valuations of our deferred tax assets or liabilities, or by
changes or interpretations in tax laws, regulations or accounting principles.

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Equity in earnings of unconsolidated entity
                    Years ended          Change from 2020          Years ended         Change from 2019
                    December 31,           to 2021 (*)            December 31,              to 2020
                    2021         2020    in Dollars   in %        2020          2019     in Dollars  in %
                    (in millions, except percentages)             (in
millions, except percentages)
Equity in
earnings of
unconsolidated
entity         $    (8.5)      $    -  $      (8.5)  100.0%  $        -       $    -  $           -     -
As a
percentage of
net revenues
(*)                 -0.1%        0.0%                                 -            -


(*) Percentages have been calculated using whole-dollar amounts rather than the
rounded amounts that appear in the table. The table above may not total due to
rounding.
For the year ended December 31, 2021, the $8.5 million loss in equity in
earnings of unconsolidated entity was attributable to losses derived from the
equity investment in MELI Kaszek Pioneer Sponsor LLC.
Segment information

See Note 8 to our audited consolidated financial statements for detailed
description about our reporting segments.
(In millions, except

  for percentages)                         Year Ended December 31, 2021 (*)

                        Brazil       Argentina       Mexico       Other Countries       Total
Net revenues          $   3,909.6   $    1,531.0   $   1,172.4   $           456.4   $   7,069.4
Direct costs            (3,233.2)        (997.8)     (1,138.9)             (380.5)     (5,750.4)
Direct contribution   $     676.4   $      533.2   $      33.5   $            75.9   $   1,319.0
Margin                      17.3%          34.8%          2.9%               16.6%         18.7%


                                     Year Ended December 31, 2020 (*)

                      Brazil     Argentina    Mexico     Other Countries      Total
Net revenues        $   2,194.0  $    980.3  $   575.2  $           224.0  $   3,973.5
Direct costs          (1,766.0)     (708.7)    (586.0)            (186.4)    (3,247.1)
Direct contribution $     428.1  $    271.6  $  (10.8)  $            37.5  $     726.4
Margin                    19.5%       27.7%      -1.9%              16.8%        18.3%


                         Change from the Year Ended December 31, 2021 to December 31, 2020 (*)

                            Brazil        Argentina      Mexico      Other Countries       Total
Net revenues
in Dollars            $       1,715.5   $     550.8   $    597.2   $           232.5   $   3,095.9
in %                            78.2%         56.2%       103.8%              103.8%         77.9%
Direct costs
in Dollars            $     (1,467.2)   $   (289.1)   $  (552.8)   $         (194.1)   $ (2,503.3)
in %                            83.1%         40.8%        94.3%              104.1%         77.1%
Direct contribution
in Dollars            $         248.3   $     261.6   $     44.4   $            38.4   $     592.7
in %                            58.0%         96.3%       408.8%              102.2%         81.6%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

    to rounding.



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(In millions, except
  for percentages)                       Year Ended December 31, 2020 (*)

                       Brazil       Argentina       Mexico      Other Countries       Total
Net revenues         $   2,194.0   $      980.3   $    575.2   $           224.0   $   3,973.5
Direct costs           (1,766.0)        (708.7)      (586.0)             (186.4)     (3,247.1)
Direct contribution  $     428.1   $      271.6   $   (10.8)   $            37.5   $     726.4
Margin                     19.5%          27.7%        -1.9%               16.8%         18.3%


                                     Year Ended December 31, 2019 (*)

                      Brazil     Argentina    Mexico     Other Countries      Total
Net revenues        $   1,461.5  $    456.3  $   275.1  $           103.3  $   2,296.3
Direct costs          (1,245.4)     (347.7)    (390.2)            (105.0)    (2,088.2)
Direct contribution $     216.1  $    108.6  $ (115.0)  $           (1.6)  $     208.1
Margin                    14.8%       23.8%     -41.8%              -1.6%         9.1%


                       Change from the Year Ended December 31, 2020 to
December 31, 2019 (*)

                          Brazil       Argentina      Mexico      Other Countries       Total
Net revenues
in Dollars           $       732.5   $     523.9   $    300.0   $           120.6   $   1,677.2
in %                         50.1%        114.8%       109.1%              116.7%         73.0%
Direct costs
in Dollars           $     (520.6)   $   (360.9)   $  (195.9)   $          (81.5)   $ (1,158.9)
in %                         41.8%        103.8%        50.2%               77.6%         55.5%
Direct contribution
in Dollars           $       211.9   $     163.0   $    104.2   $            39.2   $     518.3
in %                         98.1%        150.1%        90.6%             2396.7%        249.1%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

    to rounding.


Net revenues

Net revenues for the years ended December 31, 2021, 2020 and 2019 are described
above in "Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations - Net revenues".

Direct costs

Brazil


For the year ended December 31, 2021, as compared to the same period in 2020,
direct costs increased by 83.1%, mainly driven by: i) a 88.3% increase in sales
and marketing expenses, mainly due to an increase in bad debt expenses online
and offline marketing, salaries and wages and other sales expenses mainly
related to strategic marketing initiative; ii) a 87.5% increase in cost of net
revenues, mainly attributable to an increase in shipping operating costs, sales
taxes, collection fees as a consequence of the higher transactions volume of our
Mercado Pago business, cost of goods solds as a consequence of an increase in
sales of products and shipping carrier costs; and iii) a 78.8% increase in
general and administrative expenses, mostly attributable to an increase in
salaries mainly related to new hires, taxes and legal and other fees.
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Argentina


For the year ended December 31, 2021, as compared to the same period in 2020,
direct costs increased by 40.8%, mainly driven by: i) an 49.2% increase in cost
of net revenues, mainly attributable to an increase in collection fees as a
consequence of the higher transactions volume of our Mercado Pago business,
shipping operating costs, cost of goods sold as a consequence of an increase in
sales of products, sales taxes and shipping carrier costs; ii) a 53.6% increase
in product and technology development expenses, mainly attributable to
depreciation and amortization expenses; and iii) a 97.2% increase in general and
administrative expenses, mostly attributable to an increase in salaries mainly
related to new hires, taxes and other fees and other general and administrative
expenses principally related to certain tax withholding.

Mexico


For the year ended December 31, 2021, as compared to the same period in 2020,
direct costs increased by 94.3%, mainly driven by: i) a 99.1% increase in cost
of net revenues, mainly attributable to increases in shipping operating costs,
cost of goods sold as a consequence of an increase in sales of products,
collection fees due to higher Mercado Pago penetration and shipping carrier
costs; ii) an 84.0% increase in sales and marketing expenses, mainly due to
buyer protection program, bad debt expenses, online and offline marketing
expenses, salaries and wages and other sales expenses mainly related to
strategic marketing initiative; iii) a 137.7% increase in product and technology
development expenses, mainly attributable to maintenance expenses mainly related
to higher software licenses expenses and depreciation and amortization expenses;
and iv) a 86.4% increase in general and administrative expenses, mostly
attributable to an increase in salaries, mainly related to new hires.

Liquidity and Capital Resources


Our main cash requirement has been working capital to fund Mercado Pago
financing operations. We also require cash for capital expenditures relating to
technology infrastructure, software applications, office space, business
acquisitions, to fund our credit business, to build out our logistics capacity
and to make interest payments on our loans payable and other financial
liabilities.

In 2020, we committed to purchase cloud services for: i) a total amount of
$240.5 million to be paid within a 4-year period starting on June 1, 2020, which
was amended in September 2021, for a total amount of $824.0 million to be paid
within a 5-year period starting on October 1, 2021 and ii) a total amount of
$30.0 million to be paid between November 24, 2019 and March 23, 2023, which was
amended in September 2021 for a total amount of $108.0 million to be paid within
3-year period starting on September 17, 2021. Refer to Note 14 of our audited
consolidated financial statements for further detail on purchase commitments.
Further, in connection with the closing of MELI Kaszek Pioneer Corp ("MEKA")'s
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 our subsidiary, MELI Capital Ventures LLC, and Kaszek
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.

Additionally, we have several committed leases, mainly, related to our
fulfillment and service centers which are one of the most important investments
for our Mercado Envios business. In this sense, as of December 31, 2021, we have
committed rental expenditures with our lessors for $597.5 million and $60.9
million for operating leases and finance leases, respectively. Please see note
23 of our audited consolidated financial statements for further detail on
leases.

We have funded Mercado Pago mainly by discounting credit cards receivables and
credit lines. Additionally, we have financed our Mercado Pago and Mercado
Credito businesses through the securitization of credit cards receivable and
certain loans through SPEs created in Brazil, Mexico and Argentina. Finally, we
obtained funding through our financial institution in Brazil through deposit
certificates and financial bills. Refer to Note 16 and 21 of our audited
consolidated financial statements for further detail.

In November 2021, we closed a equity public offering for an aggregate of
1,000,000 shares of Common Stock at a public offering price of $1,550 per share
The aggregate proceeds of the equity offering were $1,519.5 million net of
issuance costs paid. See note 22 to our audited consolidated financial
statements for additional information regarding our equity offerings.


Finally, we issued common and preferred stock in the securities offerings that
closed on March 15, 2019 and March 29, 2019, respectively, for net aggregate
proceeds of $1,965.9 million, which are intended to be used to fund the growth
of our payment initiatives, build out our logistics capacity, drive the adoption
of these services and for general corporate purposes.

Given the uncertain progress of the COVID-19 pandemic and the related
macroeconomic instability in the countries where we operate, it is not possible
to have certainty around future business development and cash generation. In
terms of liquidity and cash management, our relevant sources of funding remain
available and credit facilities have been obtained at the geographic segment
level.

As of December 31, 2021, our main source of liquidity was $2,791.9 million of
cash and cash equivalents and short-term investments, which excludes a $602.2
million investment mainly related to the Central Bank of Brazil Mandatory
Guarantee, and consists of cash generated from operations and proceeds from
loans.
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The significant components of our working capital are cash and cash equivalents,
restricted cash and cash equivalents, short-term investments, credit cards
receivable and other means of payments, accounts receivable, loans receivable,
inventory, accounts payable and accrued expenses, funds payable to customers,
amounts payable due to credit and debit card transactions and short-term debt.

As of December 31, 2021, cash and cash equivalents, restricted cash and cash
equivalents and investments of our non-U.S. subsidiaries amounted to $2,994.7
million, 65.9% of our consolidated cash and cash equivalents, restricted cash
and cash equivalents and investments, and our non-U.S. dollar-denominated cash,
cash and equivalent, restricted cash and cash equivalent and investments held
outside U.S. amounted to approximately 64.9% of our consolidated cash and
investments. Our non-U.S. dollar-denominated cash and investments are located
primarily in Brazil and Argentina.

The following table presents our cash flows from operating activities, investing
activities and financing activities for the years ended December 31, 2021, 2020
and 2019:
                                                                         Years ended
                                                                      December 31, (*)
(In millions)                                                   2021        2020          2019
Net cash provided by (used in):
Operating activities                                        $     965.0   $ 1,182.6   $     451.1
Investing activities                                          (1,596.5)     (252.2)     (1,447.8)
Financing activities                                            1,925.0       242.3       2,021.0
Effect of exchange rates on cash and cash
equivalents, restricted cash and cash
equivalents                                                     (153.8)     (115.8)        (37.6)
Net increase in cash and cash equivalents,
restricted cash and cash equivalents                        $   1,139.7   $ 

1,056.8 $ 986.7

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.

Net cash provided by operating activities


Cash provided by operating activities consists of net loss adjusted for certain
non-cash items, and the effect of changes in working capital and other
activities:
                             Years ended         Change from 2020
                          December 31, (*)          to 2021 (*)
                         2021          2020      in Dollars    in %
                            (in millions, except percentages)
Net Cash provided by:
Operating activities  $   965.0     $ 1,182.6  $    (217.5)   -18.4%


(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



The $217.5 million decrease in net cash provided by operating activities during
the year ended December 31, 2021, as compared to the same period in 2020, was
primarily driven by a $540.8 million increase in credit cards receivable and a
decrease of $204.5 million increase in accounts payable and accrued expenses.
This decrease was partially offset by an increase of $302.4 million in bad debt
charges during 2021 primary related to an increase in volume of our credit
business and an increase of $272.0 million in amounts payable due to credit and
debit card transactions.
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Net cash used in investing activities
                           Years ended         Change from 2020
                         December 31, (*)         to 2021 (*)
                         2021        2020      in Dollars    in %
                           (in millions, except percentages)
Net Cash used in:
Investing activities $ (1,596.5)  $ (252.2)  $  (1,344.4)   533.1%


(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table. The table above may not total due

to rounding.



Net cash used in investing activities in the year ended December 31, 2021
resulted mainly from purchases of investments of $7,370.7 million, which was
partially offset by proceeds from the sale and maturity of investments of
$7,800.5 million, consistent with our treasury strategy of investing part of our
available liquidity, principally, in U.S. treasury securities and money market
funds. We used: i) $1,347.7 million in principal loans receivable granted under
our Mercado Credito solution; ii) $572.9 million in the purchase of property and
equipment (mainly related to our shipping network and information technology
assets in Argentina, Brazil and Mexico); iii) $50.6 million in payments related
to the acquisition of Kangu Participações S.A. and Redelcom S.A. and; iv) $36.6
million in the purchase of intangible assets.
Net cash provided by financing activities
                             Years ended         Change from 2020
                          December 31, (*)          to 2021 (*)
                          2021          2020     in Dollars    in %
                            (in millions, except percentages)
Net Cash provided by:
Financing activities  $   1,925.0     $ 242.3  $    1,682.7   694.6%

(*) Percentages have been calculated using whole-dollar amounts rather than the

rounded amounts that appear in the table.



For the year ended December 31, 2021, our cash provided by financing activities
was primarily derived from $1,519.5 million in proceeds from issuance of common
stock from the equity offering that we closed during the fourth quarter of 2021,
$9,261.7 million in net proceeds from loans payable and other financial
liabilities and $396.7 million proceeds from the termination of certain of our
2028 Notes Capped Call Transactions. The cash flow provided by these financing
activities was partially offset by $1,865.1 million in payments of the
repurchase of the 2028 Notes, $6,781.6 million in payments from loans payable
and other financial liabilities, $485.9 million related to repurchases of our
common stock, and $100.8 million for the purchase of a capped call. In the event
that we decide to pursue strategic acquisitions in the future, we may fund them
with available cash, third-party debt financing, or by raising equity capital,
as market conditions allow.

Debt

Convertible Senior Notes

On August 24, 2018, we issued $800 million of 2.00% Convertible Senior Notes due
2028 and on August 31, 2018 we issued an additional $80 million of notes
pursuant to the partial exercise of the initial purchasers' option to purchase
such additional notes, resulting in an aggregate principal amount of $880
million of 2.00% Convertible Senior Notes due 2028 (collectively the "2028
Notes"). The 2028 Notes are unsecured, unsubordinated obligations, which pay
interest in cash semi-annually, on February 15 and August 15, at a rate of 2.00%
per annum. The 2028 Notes will mature on August 15, 2028 unless earlier
redeemed, repurchased or converted in accordance with their terms prior to such
date. The 2028 Notes may be converted, 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.

In January 2021, we signed agreements with 2028 Notes holders to repurchase
$440,000 thousands principal amount of our outstanding of the 2028 Notes. The
total amount paid amounted to $1,865.1 million which includes principal,
interest accrued and premium. As of the date of the issuance of this annual
report, approximately $440 millions of our principal amount of the 2028 Notes
remains outstanding.
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Please refer to Notes 2 and 16 to our audited consolidated financial statements
for additional information regarding the 2028 Notes and the related capped call
transactions.

Mercado Pago Funding

In 2021, we obtained funding through our financial institution in Brazil through
deposit certificates and financial bills, and continued obtaining, through our
subsidiaries, certain lines of credit in Argentina, Chile and Uruguay primarily
to fund the Mercado Pago business. Additionally, we continue to securitize
certain loans and credit card receivables through our Argentine, Mexican and
Brazilian SPEs, formed to securitize loans provided by us to our users and
credit cards receivable. Please refer to Notes 16 and 21 to our audited
consolidated financial statements for additional detail.

Debt Securities Guaranteed by Subsidiaries


On January 14, 2021, we issued $400 million aggregate principal amount of 2.375%
Sustainability Notes due 2026 (the "2026 Sustainability Notes") and $700 million
aggregate principal amount of 3.125% Notes due 2031 (the "2031 Notes" and
collectively, the "Notes"). The payment of principal, premium, if any, interest,
and all other amounts in respect of each of the Notes, is fully and
unconditionally guaranteed (the "Subsidiary Guarantees"), jointly and severally,
on an unsecured basis, by certain of our subsidiaries (the "Subsidiary
Guarantors"). The initial Subsidiary Guarantors are MercadoLibre S.R.L.,
Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios
Servicos de Logistica Ltda., MercadoPago.com Representações Ltda., MercadoLibre
Chile Ltda., MercadoLibre, S. de R.L. de C.V., DeRemate.com de México, S. de
R.L. de C.V. and MercadoLibre Colombia Ltda. On October 27, 2021, MercadoLibre,
S. de R.L. de C.V. became an excluded subsidiary pursuant to the terms of the
Notes and, therefore, it was automatically released from its Subsidiary
Guaranty. On October 27, 2021, MP Agregador, S. de R.L. de C.V. became a
Subsidiary Guarantor under the Notes.

We pay interest on the Notes on January 14 and July 14 of each year, beginning
on July 14, 2021. The 2026 Sustainability Notes will mature on January 14, 2026,
and the 2031 Notes will mature on January 14, 2031.

The Notes rank equally in right of payment with all of the Company´s other
existing and future senior unsecured debt obligations from time to time
outstanding. Each Subsidiary Guarantee will rank equally in right of payment
with all of the Subsidiary Guarantor's other existing and future senior
unsecured debt obligations from time to time outstanding, except for statutory
priorities under applicable local law.

Each Subsidiary Guarantee will be limited to the maximum amount that would not
render the Subsidiary Guarantor's obligations subject to avoidance under
applicable fraudulent conveyance provisions of applicable law. By virtue of this
limitation, a Subsidiary Guarantor's obligation under its Subsidiary Guarantee
could be significantly less than amounts payable with respect to the Notes, or a
Subsidiary Guarantor may have effectively no obligation under its Subsidiary
Guarantee.

Under the indenture governing the Notes, the Subsidiary Guarantee of a
Subsidiary Guarantor will terminate upon: (i) the sale, exchange, disposition or
other transfer (including by way of consolidation or merger) of the Subsidiary
Guarantor or the sale or disposition of all or substantially all the assets of
the Subsidiary Guarantor (other than to the Company or a Subsidiary) otherwise
permitted by the indenture, (ii) satisfaction of the requirements for legal or
covenant defeasance or discharge of the Notes, (iii) the release or discharge of
the guarantee by such Subsidiary Guarantor of the Triggering Indebtedness (as
defined in the applicable indenture) or the repayment of the Triggering
Indebtedness, in each case, that resulted in the obligation of such Subsidiary
to become a Subsidiary Guarantor, provided that in no event shall the Subsidiary
Guarantee of an Initial Subsidiary Guarantor terminate pursuant to this
provision, or (iv) such Subsidiary Guarantor becoming an Excluded Subsidiary (as
defined in the applicable indenture) or ceasing to be a Subsidiary.

We may, at our option, redeem the 2026 Sustainability Notes, in whole or in
part, at any time prior to December 14, 2025 (the date that is one month prior
to the maturity of the 2026 Sustainability Notes) and the 2031 Notes, in whole
or in part, at any time prior to October 14, 2030 (the date that is three months
prior to the maturity of the 2031 Notes), in each case by paying 100% of the
principal amount of such Notes so redeemed plus the applicable "make-whole"
amount and accrued and unpaid interest and additional amounts, if any. We may,
at our option, redeem the 2026 Sustainability Notes, in whole or in part, on
December 14, 2025 or at any time thereafter and the 2031 Notes on October 14,
2030 or at any time thereafter, in each case at the redemption price of 100% of
the principal amount of such Notes so redeemed plus accrued and unpaid interest
and additional amounts, if any. If we experience certain change of control
triggering events, we 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.

See note 16 of our audited consolidated financial statements for additional
detail.


We are presenting the following summarized financial information for the issuer
and the Subsidiary Guarantors (together, the "Obligor Group") pursuant to Rule
13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed Securities
Registered or Being Registered. For purposes of the following summarized
financial information, transactions between the Company and the Subsidiary
Guarantors, presented on a combined basis, have been eliminated. Financial
information for the non-guarantor subsidiaries, and any investment in a
non-guarantor subsidiary by the Company or by any Subsidiary Guarantor, have
been excluded. Amounts due from, due to and transactions with the non-guarantor
subsidiaries and other related parties, as applicable, have been separately
presented.
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Summarized balance sheet information for the Obligor Group as of December 31,
2021
and 2020 is provided in the table below:


                                   December 31,
(In millions)                     2021       2020

Current assets (1) (2) $ 6,193.4 $ 4,339.4
Non-current assets (3)

           1,770.3    1,121.2

Current Liabilities (4) 4,937.9 3,298.2
Non-current Liabilities (5) 2,011.7 944.3

(1) Includes restricted cash and cash equivalents of $760.8 million and $402.0

      million and guarantees in short-term investments of $602.2 million and
      $636.9 million as of December 31, 2021 and December 31, 2020,
      respectively.

(2) Includes Current assets from non-guarantor subsidiaries of $287.1 million

and $156.4 million as of December 31, 2021 and December 31, 2020,

respectively.

(3) Includes Non-current assets from non-guarantor subsidiaries of $204.2

million and $94.9 million as of December 31, 2021 and December 31, 2020,

respectively.

(4) Includes Current liabilities to non-guarantor subsidiaries of $725.5

million and $144.7 million as of December 31, 2021 and December 31, 2020,

respectively.

(5) Includes Non-current liabilities to non-guarantor subsidiaries of $134.5

million as of December 31, 2021.

Summarized statement of income information for the Obligor Group for the year
ended December 31, 2021 is provided in the table below:

                                   Year Ended
                               ? December 31, (*)
(In millions)                           2021

Net Revenues (1)                $          6,067.4
Gross Profit (2)                           2,256.8
Income from operations (3)                   221.0
Net loss (4) (5)                            (23.4)

(*) On October 27, 2021, MercadoLibre, S. de R.L. de C.V. became an excluded

subsidiary pursuant to the terms of the Notes and, therefore, it was

automatically released from its Subsidiary Guaranty. On October 27, 2021,

MP Agregador, S. de R.L. de C.V. became a Subsidiary Guarantor under the

Notes. As a result, our current period figures are not directly comparable

to prior periods.
(1) Includes Net revenues from transactions with non-guarantor subsidiaries of

$144.1 million for the year ended December 31, 2021.
(2) Includes charges from transactions with non-guarantor subsidiaries of

$352.9 million for the year ended December 31, 2021.
(3) In addition to the charges included in Gross profit, Income from operations

includes charges from transactions with non-guarantor subsidiaries of

$214.3 million for year ended December 31, 2021.
(4) Includes other income from transactions with non-guarantor subsidiaries of

$1.9 million for the year ended December 31, 2021.
(5) Includes $49.2 million of loss on debt extinguishment and premium related

to the 2028 Notes repurchase recognized in January 2021. See Note 16 of our

audited consolidated financial statements for further detail on 2028 Notes

     repurchase.


Cash Dividends

See "Item 5-Market for registrant's common equity, related stockholder matters
and issuer purchases of equity securities-Dividend Policy" for more information
regarding our dividend distributions.

Our Board of Directors suspended the payment of dividends on our common stock as
of the first quarter of 2018 after reviewing our capital allocation process and
concluding that we have multiple investment opportunities that should generate
greater returns to shareholders through investing capital into the business as
compared to paying dividends. Any future determination as to the declaration of
dividends on our common stock will be made at the discretion of our Board of
Directors and will depend on our earnings, operating and financial condition,
capital requirements and other factors deemed relevant by our Board of
Directors, including the applicable requirements of the Delaware General
Corporation Law.

Capital expenditures


Our capital expenditures (comprised of our payments for property and equipment
(such as fulfillment centers), intangible assets (excluding digital assets) for
the years ended December 31, 2021 and 2020 amounted to $630.1 million and
$254.1 million, respectively.

During 2021, we invested $218.5 million in information technology in Brazil,
Argentina and Mexico, and $327.4 million in our Argentine, Brazilian and Mexican
shipping premises and offices.
                                       63

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Table of Contents


We are continually increasing our level of investment in hardware and software
licenses necessary to improve and update our platform's technology and our
computer software developed internally. We anticipate continued investments in
capital expenditures related to information technology in the future as we
strive to maintain our position in the Latin American e-commerce market.

We believe that our existing cash and cash equivalents and cash generated from
operations will be sufficient to fund our operating activities, property and
equipment expenditures and to pay or repay obligations going forward.

© Edgar Online, source Glimpses

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