6-K

Table of Contents ​ UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

November 1 7 , 202 3

YANDEX N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ⌧     Form 40-F ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻

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​ EXPLANATORY NOTE

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Filed as Exhibit 99.1 to this Report on Form 6-K is a copy of the unaudited condensed consolidated financial statements of Yandex N.V. as of and for the three and nine months ended September 30, 2023.

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INCORPORATION BY REFERENCE

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Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Nos. 333-177622 and 333-213317) and Form F-3ASR (No. 333-239391) of Yandex N.V. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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​ SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YANDEX N.V.
Date: November 17, 2023	By:	/s/ Alexander Balakhnin
		Alexander Balakhnin
		Chief Financial Officer

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​ INDEX TO EXHIBITS

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Exhibit No.	Description
99.1	Unaudited Condensed Consolidated Financial Statements of Yandex N.V. as of and for the three and nine months ended September 30, 2023<br><br>​

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EXHIBIT 99.1

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YANDEX N.V.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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​	Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023	F-2
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2023	F-3
Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three and Nine Months Ended September 30, 2022 and 2023	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2023	F-5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2023	F-7
Notes to the Unaudited Condensed Consolidated Financial Statements	F-9

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​ F-1

YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET****S

(In millions of Russian rubles (“RUB”) and U.S. dollars (“$”), except share and per share data)

d

​	​	​	​	​	​	​	​
​	​	​	As of
​	Notes	****	December 31, 2022*	****	September 30, 2023	****	September 30, 2023
​	​	​	RUB	​	RUB	​	$
ASSETS	​	​	​	​	​	​	​
Cash and cash equivalents	4	​	83,131	​	85,411	​	876.8
Accounts receivable, less allowance for doubtful accounts of RUB 4,169 and RUB 6,147, respectively	4	​	58,014	​	69,345	​	711.9
Sales financing receivable	​	​	5,738	​	8,778	​	90.1
Prepaid expenses	​	​	16,968	​	25,588	​	262.6
Inventory	​	​	28,220	​	22,745	​	233.5
Funds receivable	​	​	8,290	​	10,839	​	111.3
VAT reclaimable	​	​	22,602	​	24,930	​	255.9
Other current assets	4	​	16,971	​	19,070	​	195.7
Total current assets	​	​	239,934	​	266,706	​	2,737.8
Property and equipment	6	​	127,706	​	164,744	​	1,691.2
Operating lease right-of-use assets	7	​	28,646	​	35,265	​	362.0
Intangible assets	8	​	31,766	​	35,493	​	364.3
Content assets	10	​	16,844	​	21,969	​	225.5
Goodwill	8	​	143,778	​	142,840	​	1,466.3
Equity method investments	​	​	2,118	​	1,160	​	11.9
Investments in non-marketable equity securities	​	​	6,746	​	9,033	​	92.7
Deferred tax assets	​	​	3,904	​	7,470	​	76.7
Other non-current assets	4	​	15,277	​	27,387	​	281.2
Total non-current assets	​	​	376,785	​	445,361	​	4,571.8
TOTAL ASSETS	​	​	616,719	​	712,067	​	7,309.6
LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	​	​	​	​	​
Accounts payable, accrued and other liabilities	4	​	122,816	​	162,573	​	1,668.8
Debt, current portion	12	​	21,306	​	82,654	​	848.5
Income and non-income taxes payable	4	​	28,137	​	33,311	​	342.0
Deferred revenue	​	​	15,585	​	20,070	​	206.0
Total current liabilities	​	​	187,844	​	298,608	​	3,065.3
Debt, non-current portion	12	​	29,885	​	26,703	​	274.1
Deferred tax liabilities	​	​	5,473	​	8,501	​	87.3
Operating lease liabilities	7	​	17,609	​	24,576	​	252.3
Finance lease liabilities	7	​	21,185	​	26,184	​	268.8
Other accrued liabilities	​	​	16,545	​	25,507	​	261.8
Total non-current liabilities	​	​	90,697	​	111,471	​	1,144.3
Total liabilities	​	​	278,541	​	410,079	​	4,209.6
Commitments and contingencies	10,11	​	​	​	​	​	​
Shareholders’ equity:	​	​	​	​	​	​	​
Priority share: 1 par value; 1 share authorized, issued and outstanding	​	​	—	​	—	​	—
Ordinary shares: par value (Class A 0.01, Class B 0.10 and Class C 0.09); shares authorized (Class A: 500,000,000, Class B: 37,138,658 and Class C: 37,748,658); shares issued (Class A: 326,342,270, Class B: 35,698,674 and Class C: 10,000 and nil, respectively); shares outstanding (Class A: 325,783,607, Class B: 35,698,674, and Class C: nil)	​	​	282	​	282	​	2.9
Treasury shares at cost (Class A: 558,663)	​	​	(1,393)	​	(1,393)	​	(14.3)
Additional paid-in capital	​	​	119,464	​	84,997	​	872.5
Accumulated other comprehensive income	​	​	24,258	​	18,199	​	186.9
Retained earnings	​	​	173,697	​	199,887	​	2,051.9
Total equity attributable to Yandex N.V.	​	​	316,308	​	301,972	​	3,099.9
Noncontrolling interests	​	​	21,870	​	16	​	0.1
Total shareholders’ equity	​	​	338,178	​	301,988	​	3,100.0
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	616,719	****	712,067	****	7,309.6
​	​	​	​	​	​	​	​
* Derived from audited consolidated financial statements	​	​	​	​	​	​	​

All values are in Euros.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

​ F-2

YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	Notes	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	****	​	****	RUB	****	RUB	​	$	​	RUB	****	RUB	****	$
Revenues	​	4	​	133,163	​	204,769	​	2,102.0	​	356,921	​	550,539	​	5,651.5
Operating costs and expenses:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cost of revenues^(1)^	​	​	​	55,654	​	88,205	​	905.5	​	155,386	​	244,864	​	2,513.6
Product development^(1)^	​	​	​	17,058	​	26,237	​	269.3	​	53,045	​	72,452	​	743.7
Sales, general and administrative^(1)^	​	​	​	42,186	​	67,003	​	687.8	​	118,733	​	177,676	​	1,823.9
Depreciation and amortization	​	​	​	7,468	​	11,240	​	115.4	​	22,648	​	28,863	​	296.3
Goodwill impairment	​	8	​	—	​	—	​	—	​	—	​	1,136	​	11.7
Total operating costs and expenses	​	​	​	122,366	​	192,685	​	1,978.0	​	349,812	​	524,991	​	5,389.2
Income from operations	​	​	​	10,797	​	12,084	​	124.0	​	7,109	​	25,548	​	262.3
Interest income	​	​	​	1,127	​	1,289	​	13.2	​	3,526	​	3,612	​	37.1
Interest expense	​	​	​	(779)	​	(3,781)	​	(38.8)	​	(2,508)	​	(6,927)	​	(71.1)
Gain on restructuring of convertible debt	​	​	​	—	​	—	​	—	​	9,305	​	—	​	—
Effect of the News and Zen deconsolidation	​	​	​	38,051	​	—	​	—	​	38,051	​	—	​	—
Loss from equity method investments	​	​	​	(890)	​	(1,416)	​	(14.5)	​	(1,341)	​	(1,657)	​	(17.0)
Other income/(loss), net	​	4	​	4,053	​	7,209	​	74.0	​	(514)	​	22,086	​	226.6
Net income before income taxes	​	​	​	52,359	​	15,385	​	157.9	​	53,628	​	42,662	​	437.9
Income tax expense		9	​	6,818	​	7,704	​	79.1	​	13,068	​	14,565	​	149.5
Net income	​	​	​	45,541	​	7,681	​	78.8	​	40,560	​	28,097	​	288.4
Net income attributable to noncontrolling interests	​	​	​	(2,373)	​	—	​	—	​	(6,049)	​	(1,905)	​	(19.5)
Net income attributable to Yandex N.V.	​	​	​	43,168	​	7,681	​	78.8	​	34,511	​	26,192	​	268.9
Net income per Class A and Class B share:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic		2	​	116.38	​	20.71	​	0.21	​	94.02	​	70.63	​	0.73
Diluted		2	​	116.23	​	20.63	​	0.21	​	69.62	​	70.40	​	0.72
Weighted average number of Class A <br>and Class B shares used in per share computation	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic		2	​	370,925,704	​	370,834,420	​	370,834,420	​	367,071,728	​	370,837,699	​	370,837,699
Diluted		2	​	371,390,423	​	372,293,060	​	372,293,060	​	375,794,547	​	372,028,664	​	372,028,664

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(1)	These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation expenses of:
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Cost of revenues		​	​	169		172	​	1.8	​	449		513	​	5.3
Product development		​	​	3,771		3,370	​	34.6	​	11,237		9,839	​	101.0
Sales, general and administrative		​	​	2,523		2,350	​	24.1	​	7,537		6,839	​	70.2

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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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​ F-3

​ YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM****E/(LOSS)

(In millions of Russian rubles and U.S. dollars)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	****	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Net income	​	45,541	​	7,681	​	78.8	​	40,560	​	28,097	​	288.4
Foreign currency translation adjustment:	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency translation, net of tax of nil	​	(656)	​	(4,351)	​	(44.7)	​	6,197	​	(7,745)	​	(79.5)
Total other comprehensive income/(loss)	​	(656)	​	(4,351)	​	(44.7)	​	6,197	​	(7,745)	​	(79.5)
Total comprehensive income	​	44,885	​	3,330	​	34.1	​	46,757	​	20,352	​	208.9
Total comprehensive income attributable to noncontrolling interests	​	(2,442)	​	—	​	—	​	(5,860)	​	(1,865)	​	(19.1)
Total comprehensive income attributable to Yandex N.V.	​	42,443	​	3,330	​	34.1	​	40,897	​	18,487	​	189.8

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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

​ F-4

​ YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW****S

(In millions of Russian rubles and U.S. dollars)

​	​	​	​	​	​	​	​	​
​	​	​	​	Nine months ended September 30,
​	****	Notes	​	2022	​	2023	​	2023
​	​	​	​	RUB	​	RUB	​	$
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:	​	​	​	​	​	​	​	​
Net income	​	​	​	40,560	​	28,097	​	288.4
Adjustments to reconcile net income to net cash provided by operating activities:	​	​	​	​	​	​	​	​
Depreciation of property and equipment	​	6	​	17,279	​	20,995	​	215.5
Amortization of intangible assets	​	8	​	5,369	​	7,868	​	80.8
Amortization of content assets	​	10	​	6,677	​	6,347	​	65.2
Operating lease right-of-use assets reduction and the lease liability accretion	​	7	​	11,087	​	10,408	​	106.8
Amortization of debt discount and issuance costs	​	​	​	585	​	—	​	—
Share-based compensation expense (excluding cash settled awards of RUB 14,953 and RUB 10,718, respectively)	​	​	​	4,270	​	6,472	​	66.4
Deferred income tax expense/(benefit)	​	​	​	1,399	​	(52)	​	(0.5)
Foreign exchange gains	​	4	​	(11)	​	(22,378)	​	(229.7)
Loss from equity method investments	​	​	​	1,341	​	1,657	​	17.0
Effect of the News and Zen deconsolidation	​	​	​	(38,051)	​	—	​	—
Gain on restructuring of convertible debt	​	​	​	(9,305)	​	—	​	—
Impairment of long-lived assets	​	​	​	3,644	​	1,199	​	12.3
Provision for expected credit losses	​	​	​	1,769	​	3,488	​	35.8
Other	​	​	​	801	​	3,469	​	35.6
Changes in operating assets and liabilities excluding the effect of acquisitions:	​	​	​	​	​	​	​	​
Accounts receivable	​	​	​	(4,296)	​	(11,778)	​	(120.9)
Prepaid expenses	​	​	​	(5,129)	​	(6,007)	​	(61.7)
Inventory	​	​	​	(7,526)	​	2,453	​	25.2
Accounts payable, accrued and other liabilities and taxes payable	​	4	​	22,870	​	18,287	​	187.7
Deferred revenue	​	​	​	1,654	​	3,941	​	40.5
Other assets	​	​	​	568	​	1,776	​	18.2
VAT reclaimable	​	​	​	(1,983)	​	(1,459)	​	(15.0)
Funds receivable	​	​	​	1,658	​	(2,033)	​	(20.9)
Sales financing receivable	​	​	​	(1,785)	​	(4,068)	​	(41.8)
Content assets	​	10	​	(8,718)	​	(11,270)	​	(115.7)
Content liabilities	​	​	​	(1,440)	​	1,018	​	10.5
Net cash provided by operating activities	​	​	​	43,287	​	58,430	​	599.7
CASH FLOWS USED IN INVESTING ACTIVITIES:	​	​	​	​	​	​	​	​
Purchases of property and equipment and intangible assets		​	​	(30,296)	​	(52,031)	​	(534.1)
Purchase of assets to be leased	​	​	​	—	​	(12,806)	​	(131.5)
Acquisitions of businesses, net of cash acquired	​	​	​	(820)	​	—	​	—
Net cash acquired as a result of the News and Zen deconsolidation and the acquisition of Delivery Club	​	​	​	1,795	​	—	​	—
Proceeds from sale of marketable equity securities	​	​	​	5,859	​	—	​	—
Investments in term deposits	​	​	​	(3,235)	​	(6)	​	(0.1)
Maturities of term deposits	​	​	​	25,769	​	160	​	1.7
Loans granted	​	​	​	(169)	​	(3,300)	​	(33.8)
Proceeds from repayments of loans	​	​	​	—	​	(1,621)	​	(16.6)
Bank deposits and loans to customers	​	​	​	480	​	1,641	​	16.8
Other investing activities	​	​	​	(371)	​	874	​	9.0
Net cash used in investing activities	​	​	​	(988)	​	(67,089)	​	(688.6)

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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

​ F-5

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YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions of Russian rubles and U.S. dollars)

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​	​	​	​	​	​	​	​	​
​	​	​	​	Nine months ended September 30,
​	****	Notes	​	2022	​	2023	​	2023
​	​	​	​	RUB	​	RUB	​	$
CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:	​	​	​	​	​	​	​	​
Proceeds from issuance of debt	​	12	​	50,228	​	161,468	​	1,657.5
Repayment of debt	​	12	​	(49,364)	​	(103,581)	​	(1,063.3)
Repayments of overdraft borrowings	​	​	​	(2,940)	​	—	​	—
Purchase of non-redeemable noncontrolling interests	​	3	​	—	​	(57,337)	​	(588.6)
Payment of contingent consideration and holdback amount	​	​	​	(195)	​	(77)	​	(0.8)
Payment for finance leases	​	​	​	(1,154)	​	(2,327)	​	(23.9)
Bank deposits and liabilities	​	​	​	—	​	8,255	​	84.7
Other financing activities	​	​	​	(1,390)	​	(5,674)	​	(58.1)
Net cash provided by/(used in) financing activities	​	​	​	(4,815)	​	727	​	7.5
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	​	​	​	(15,866)	​	10,163	​	104.3
Net change in cash and cash equivalents, and restricted cash and cash equivalents	​	​	​	21,618	​	2,231	​	22.9
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period	​	​	​	79,398	​	84,440	​	866.8
Cash and cash equivalents, and restricted cash and cash equivalents, end of period	​	​	​	101,016	​	86,671	​	889.7
​	​	​	​	​	​	​	​	​
RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:	​	​	​	​	​	​	​	​
Cash and cash equivalents, beginning of period	​	​	​	79,274	​	83,131	​	853.4
Restricted cash and cash equivalents, beginning of period	​	​	​	124	​	1,309	​	13.4
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period	​	​	​	79,398	​	84,440	​	866.8
Cash and cash equivalents, end of period	​	​	​	99,866	​	85,411	​	876.8
Restricted cash and cash equivalents, end of period	​	​	​	1,150	​	1,260	​	12.9
Cash and cash equivalents, and restricted cash and cash equivalents, end of period	​	​	​	101,016	​	86,671	​	889.7
​	​	​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	​	​	​	​	​	​		​
Cash paid for income taxes	​	​	​	6,989	​	12,546		128.8
Cash paid for acquisitions	​	​	​	1,031	​	—		—
Convertible notes coupon paid	​	​	​	439	​	—	​	—
Interest paid for finance leases	​	​	​	936	​	1,913	​	19.6
Interest paid on loans	​	​	​	463	​	4,748	​	48.7
Operating cash flows from operating leases	​	​	​	9,889	​	10,764	​	110.5
Non-cash operating activities:	​	​	​	​	​	​	​	​
Increase of right-of-use assets due to new operating lease and lease modification	​	​	​	4,627	​	16,557	​	170.0
Non-cash investing activities:	​	​	​	​	​	​	​	​
Acquired property and equipment and intangible assets not yet paid for	​	​	​	2,847	​	9,208	​	94.5
Non-cash financing activities:	​	​	​	​	​	​	​	​
Increase of right-of-use assets due to new finance lease and lease modification	​	​	​	5,199	​	8,758	​	89.9

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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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​ F-6

Table of Contents YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUIT****Y

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30, 2022
​	​	Priority Share			​	Ordinary Shares			​	​	​	​	​	Accumulated	​	​	​	​	​	​	​	Redeemable
​	​	Issued and			​	Issued and			​	Treasury	​	Additional	​	Other	​	​	​	Non-	​	​	****	non-
​	​	Outstanding			​	Outstanding			​	shares at	​	Paid-In	​	Comprehensive	​	Retained	​	controlling	​	​	****	controlling
​	​	Shares	​	Amount	​	Shares	​	Amount	​	cost	​	Capital	​	Income	​	Earnings	​	interests	​	Total	****	interests
​	****	​	****	RUB	****	​	****	RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	****	RUB	****	RUB
Balance as of June 30, 2022	​	1	​	—	​	358,940,490	​	281	​	(1,393)	​	116,634	​	23,304	​	125,293	​	17,237	​	281,356	​	338
Share-based compensation expense		—	​	—	​	—	​	—	​	—	​	718	​	—	​	—	​	—	​	718	​	—
Restructuring of convertible debt		—	​	—	​	—	​	—	​	—	​	(596)	​	—	​	—	​	—	​	(596)	​	—
Issue of new shares	​	—	​	—	​	2,216,412	​	1	​	—	​	(1)	​	—	​	—	​	—	​	—	​	—
Foreign currency translation adjustment	​	—	​	—	​	—	​	—	​	—	​	—	​	(725)	​	—	​	69	​	(656)	​	—
Change in redemption value of redeemable noncontrolling interests		—	​	—	​	—	​	—	​	—	​	—	​	—	​	297	​	—	​	297	​	(297)
Net income	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	43,168	​	2,373	​	45,541	​	—
Other	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	1	​	—	​	1	​	—
Balance as of September 30, 2022	​	1	​	—	​	361,156,902	​	282	​	(1,393)	​	116,755	​	22,579	​	168,759	​	19,679	​	326,661	​	41

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Three months ended September 30, 2023																			​	​
​	Priority Share			​	Ordinary Shares			​	​	​	​	​	Accumulated	​	​	​	​	​	​	​	​
​	Issued and			​	Issued and			​	Treasury	​	Additional	​	Other	​	​	​	Non-	​	​	​	​
​	Outstanding			​	Outstanding			​	shares at	​	Paid-In	​	Comprehensive	​	Retained	​	controlling	​	​	​	​
​	Shares	​	Amount	​	Shares	​	Amount	​	cost	​	Capital	​	Income	​	Earnings	​	interests	​	Total	​	​
​	​	****	RUB	****	​	****	RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	****	RUB	​	​
Balance as of June 30, 2023	1		—	****	361,482,281	****	282	​	(1,393)	​	81,505	​	22,550	​	192,206	​	16	****	295,166	​	​
Share-based compensation expense	—	​	—	​	—	​	—	​	—	​	3,492	​	—	​	—	​	—	​	3,492	​	​
Foreign currency translation adjustment	—	​	—	​	—	​	—	​	—	​	—	​	(4,351)	​	—	​	—	​	(4,351)	​	​
Net income	—	​	—	​	—	​	—	​	—	​	—	​	—	​	7,681	​	—	​	7,681	​	​
Balance as of September 30, 2023	1	​	—	​	361,482,281	​	282	​	(1,393)	​	84,997	​	18,199	​	199,887	​	16	​	301,988	​	​
Balance as of September 30, 2023,	​	​	—	​	​	​	2.9	​	(14.3)	​	872.5	​	186.9	​	2,051.9	​	0.1	​	3,100.0	​	​

All values are in US Dollars.

​

​

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

​ F-7

​ YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2022
​	​	Priority Share			​	Ordinary Shares			​	​	​	​	​	Accumulated	​	​	​	​	​	​	​	Redeemable
​	​	Issued and			​	Issued and			​	Treasury	​	Additional	​	Other	​	​	​	Non-	​	​	****	non-
​	​	Outstanding			​	Outstanding			​	shares at	​	Paid-In	​	Comprehensive	​	Retained	​	controlling	​	​	****	controlling
​	​	Shares	​	Amount	​	Shares	​	Amount	​	cost	​	Capital	​	Income	​	Earnings	​	interests	​	Total	****	interests
​	****	​	****	RUB	****	​	****	RUB	****	RUB	****	RUB	****	RUB	****	RUB	​	RUB	****	RUB	****	RUB
Balance as of December 31, 2021	****	1	​	—	​	358,703,352	​	281	​	(2,728)	​	112,942	​	16,193	​	131,488	​	13,880	​	272,056	​	869
Effect of adoption of ASU 2020-06	​	—	​	—	​	—	​	—	​	—	​	(8,573)	​	—	​	2,511	​	—	​	(6,062)	​	—
Adjusted balance as of January 1, 2022	​	1	​	—	​	358,703,352	​	281	​	(2,728)	​	104,369	​	16,193	​	133,999	​	13,880	​	265,994	​	869
Share-based compensation expense		—	​	—	​	—	​	—	​	—	​	4,345	​	—	​	—	​	—	​	4,345	​	—
Issue of new shares	​	—	​	—	​	2,216,412	​	1	​	—	​	(1)	​	—	​	—	​	—	​	—	​	—
Exercise of share options	​	—	​	—	​	237,138	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Tax withholding related to exercise of share awards	​	—	​	—	​	—	​	—	​	—	​	(25)	​	—	​	—	​	—	​	(25)	​	—
Reissue of shares for options exercised		—	​	—	​	—	​	—	​	1,335	​	(1,335)	​	—	​	—	​	—	​	—	​	—
Restructuring of convertible debt	​	—	​	—	​	—	​	—	​	—	​	9,345	​	—	​	—	​	—	​	9,345	​	—
Repurchase of share options	​	—	​	—	​	—	​	—	​	—	​	(5)	​	—	​	(105)	​	—	​	(110)	​	(474)
Change in redemption value of redeemable noncontrolling interests	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	354	​	—	​	354	​	(354)
Foreign currency translation adjustment	​	—	​	—	​	—	​	—	​	—	​	—	​	6,386	​	—	​	(189)	​	6,197	​	—
Net income	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	34,511	​	6,049	​	40,560	​	—
Other	​	—	​	—	​	—	​	—	​	—	​	62	​	—	​	—	​	(61)	​	1	​	—
Balance as of September 30, 2022	****	1	​	—	​	361,156,902	​	282	​	(1,393)	​	116,755	​	22,579	​	168,759	​	19,679	​	326,661	​	41

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Nine months ended September 30, 2023																			​	​
​	Priority Share			​	Ordinary Shares			​	​	​	​	​	Accumulated	​	​	​	​	​	​	​	​
​	Issued and			​	Issued and			​	Treasury	​	Additional	​	Other	​	​	​	Non-	​	​	​	​
​	Outstanding			​	Outstanding			​	shares at	​	Paid-In	​	Comprehensive	​	Retained	​	controlling	​	​	​	​
​	Shares	​	Amount	​	Shares	​	Amount	​	cost	​	Capital	​	Income	​	Earnings	​	interests	​	Total	​	​
​	​	****	RUB	****	​	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	****	RUB	​	​
Balance as of December 31, 2022	1	​	—	​	361,482,281	​	282	​	(1,393)	​	119,464	​	24,258	​	173,697	​	21,870	****	338,178	​	​
Share-based compensation expense	—	​	—	​	—	​	—	​	—	​	6,472	​	—	​	—	​	—	​	6,472	​	​
Transaction with Uber	—	​	—	​	—	​	—	​	—	​	(35,459)	​	1,646	​	—	​	(23,524)	​	(57,337)	​	​
Foreign currency translation adjustment	—	​	—	​	—	​	—	​	—	​	—	​	(7,705)	​	—	​	(40)	​	(7,745)	​	​
Net income	—	​	—	​	—	​	—	​	—	​	—	​	—	​	26,192	​	1,905	​	28,097	​	​
Other	—	​	—	​	—	​	—	​	—	​	(5,480)	​	—	​	(2)	​	(195)	​	(5,677)	​	​
Balance as of September 30, 2023	1	​	—	​	361,482,281	​	282	​	(1,393)	​	84,997	​	18,199	​	199,887	​	16	​	301,988	​	​
Balance as of September 30, 2023,	​	​	—	​	​	​	2.9	​	(14.3)	​	872.5	​	186.9	​	2,051.9	​	0.1	​	3,100.0	​	​

All values are in US Dollars.

​

​

​

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

​ F-8

Table of Contents YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Yandex N.V., the parent company (the “Company”), together with its consolidated subsidiaries (collectively “Yandex” or the “Group”), is a technology company that builds intelligent products and services powered by machine learning and other technologies. Yandex is one of Europe's largest internet businesses and the leading search and ride-hailing provider in Russia.

Yandex N.V. was incorporated under the laws of the Netherlands in June 2004 and is the holding company of a number of subsidiaries globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 20-F for the year ended December 31, 2022.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations, comprehensive income/(loss), cash flows and change in equity for the periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2022.

The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. The potential risks and uncertainties that could cause actual results to differ from the operating results expected include, among others, geopolitical and macroeconomic developments affecting the Russian economy or the Group’s business, operations or governance; changes in the political, legal and/or regulatory environment; competitive pressures; changes in advertising patterns; changes in user preferences; technological developments; and the Group’s need to expend capital to accommodate the growth of the business in addition to other risks and uncertainties included under “Risk Factors” in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022.

There have been no material changes in the Group’s significant accounting policies and estimates as compared to those described in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022, except for an update of the accounting policy in relation to the net investment in the lease and liabilities under a reverse factoring program, as described below.

Investment in the finance lease consists of sales-type leases of cars and represents net unpaid rentals. The terms of the sales-type leases are from 2 to 5 years, with the possibility of early redemption and secured by the leased assets. The Group recognizes net investment in the lease and derecognizes the assets leased. Net investment in the lease is calculated as the aggregate of minimum lease payments net of reimbursable expenses, representing the amounts guaranteed by the lessee and any unguaranteed residual value (together - gross investment in the lease), discounted at the interest rate implicit in the lease. The interest rate implicit in the lease is the discount rate that, at the inception of the lease, causes the present value of the gross investment in the lease to be equal to the fair value of the leased assets. The difference between the gross investment in the lease and the net investment in the lease represents unearned finance income. Unearned finance income is recognized as finance lease income over the lease term in a manner that produces a constant rate of return on the net investment in the lease based on the implicit interest rate. F-9

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The Group established a reverse factoring program with certain banks whereby a bank acts as the Group’s paying agent and pays the Group’s suppliers and marketplace sellers on the date the payables are due. There are no assets pledged or other forms of guarantees provided as a security under the program. Liabilities under the reverse factoring programs are recorded:

-	in the accounts payable, accrued and other liabilities line in the unaudited condensed consolidated balance sheets (Note 4), if the program does not significantly extend payment terms beyond the normal terms agreed with other of the Group’s marketplace sellers that are not participating. The respective Group payments made under the program are reflected in cash flow from operating activities in the unaudited condensed consolidated statements of cash flows; and
-	in the debt line in the unaudited condensed consolidated balance sheets (Note 12), if the program significantly extends payment terms beyond the normal terms agreed with other of the Group’s suppliers and marketplace sellers that are not participating. The respective Group payments made under the program are reflected in cash flow from financing activities in the unaudited condensed consolidated statements of cash flows.
---	---

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and amounts of revenues and expenses for the reporting period. The Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Convenience Translation

Translations of amounts from RUB into U.S. dollars for the convenience of the reader have been made at the exchange rate of RUB 97.4147 to $1.00, the exchange rate as of September 30, 2023 (except as otherwise stated). No representation is made that the RUB amounts could have been, or could be, converted into U.S. dollars at such rate. After the balance sheet date, the ruble has continued to experience a period of significant volatility.

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs. The standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this ASU are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Group adopted the standard effective on January 1, 2023, without a significant impact on the unaudited condensed consolidated financial statements.

​

2.	NET INCOME PER SHARE

Basic net income per Class A and Class B ordinary share for the three and nine months ended September 30, 2022 and 2023 is computed on the basis of the weighted average number of ordinary shares outstanding using the two class method. Basic net income per share is computed using the weighted average number of ordinary shares outstanding during the period and including vested restricted share units and shares that will be delivered as part of the restructuring of the Company’s convertible notes in June 2022. Diluted net income per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method and the dilutive effect of convertible debt restructuring under the if-converted method.

The computation of the diluted net income per Class A share assumes the conversion of Class B shares, while the diluted net income per Class B share does not assume the conversion of those shares. The net income/(loss) per share amounts are the same for Class A and Class B shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. The number of share-based awards excluded from the diluted net income per ordinary share computation, because their effect was anti-dilutive for the three months ended September 30, 2022 and 2023, was 10,247,290 and 5,296,002, respectively and for the nine months ended September 30, 2022 and 2023, was 8,025,207 and 5,528,992, respectively.

F-10

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

In June 2022, the Group completed the repurchase of 93.2% in aggregate principal amount of the Group’s 0.75% convertible notes due to March 3, 2025 (the “Notes”) and accounted for the modification of all the Notes. The Group has to date repurchased more than 99% in aggregate principal amount of the Notes originally issued. Prior to the modification, the convertible debt is included in the calculation of diluted net income per share under the if-converted method.

The components of basic and diluted net income per share were as follows:

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months ended September  30,
​	​	2022			​	2023
​	​	Class A	​	Class B	​	Class A	​	Class A	Class B	​	Class B
​		RUB		RUB		RUB			RUB		$
Net income, allocated for basic	​	39,013	​	4,155	​	6,942	​	71.3	739	​	7.5
Reallocation of net income as a result of conversion of Class B to Class A shares	​	4,155	​	—	​	739	​	7.5	—	​	—
Reallocation of net income to Class B shares	​	—	​	(6)	​	—	​	—	(3)	​	—
Net income, allocated for diluted	​	43,168	​	4,149	​	7,681	​	78.8	736	​	7.5
Weighted average ordinary shares used in per share<br>computation— basic		335,227,030		35,698,674		335,135,746		335,135,746	35,698,674		35,698,674
Effect of:		​	​	​	​	​	​	​	​	​	​
Conversion of Class B to Class A shares	​	35,698,674	​	—	​	35,698,674	​	35,698,674	—	​	—
Share-Based Awards	​	464,719	​	—	​	1,458,640	​	1,458,640	—	​	—
Weighted average ordinary shares used in per share<br>computation—diluted		371,390,423		35,698,674		372,293,060		372,293,060	35,698,674		35,698,674
Net income per share attributable to ordinary shareholders:	​	​	​	​	​	​	​	​	​	​	​
Basic		116.38		116.38		20.71		0.21	20.71		0.21
Diluted		116.23		116.23		20.63		0.21	20.63		0.21

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months ended September  30,
​	​	2022			​	2023
​	​	Class A	​	Class B	​	Class A	​	Class A	Class B	​	Class B
​		RUB		RUB		RUB			RUB		$
Net income, allocated for basic	​	31,155	​	3,356	​	23,671	​	243.0	2,521	​	25.9
Reallocation of net income as a result of conversion of Class B to Class A shares		3,356		—		2,521		25.9	—		—
Reallocation of net income to Class B shares	​	—	​	(871)	​	—	​	—	(8)	​	(0.1)
Effect of convertible debt restructuring, net of tax	​	(8,348)	​	—	​	—	​	—	—	​	—
Dilution in Classifieds	​	(2)	​	—	​	—	​	—	—	​	—
Net income, allocated for diluted		26,161		2,485		26,192		268.9	2,513		25.8
Weighted average ordinary shares used in per share	​	331,373,054	​	35,698,674	​	335,139,025	​	335,139,025	35,698,674	​	35,698,674
computation — basic		​		​		​		​	​		​
Effect of:	​	​	​	​	​	​	​	​	​	​	​
Conversion of Class B to Class A shares	​	35,698,674	​	—	​	35,698,674	​	35,698,674	—	​	—
Incremental shares under the if-converted method	​	3,603,960	​	—	​	—	​	—	—	​	—
Share-Based Awards	​	5,118,860	​	—	​	1,190,965	​	1,190,965	—	​	—
Weighted average ordinary shares used in		375,794,547		35,698,674		372,028,664		372,028,664	35,698,674		35,698,674
per share computation — diluted		​		​		​		​	​		​
Net income per share attributable to ordinary shareholders:	​	​	​	​	​	​	​	​	​	​	​
Basic		94.02		94.02		70.63		0.73	70.63		0.73
Diluted		69.62		69.62		70.40		0.72	70.40		0.72

All values are in US Dollars.

​

​

​

3.	BUSINESS COMBINATIONS AND INVESTMENT TRANSACTIONS

Acquisition of Uber’s remaining interest in MLU B.V.

On April 21, 2023, the Company entered into an agreement (the “Agreement”) with Uber NL Holdings 1 B.V. (“Uber”), a subsidiary of Uber Technologies Inc., and on the same day acquired Uber’s entire remaining 29% interest in MLU B.V, a mobility joint venture, for consideration in cash of $702.5 (RUB 57,337 at the exchange rate as of the closing date). The Agreement superseded and was in lieu of the call option Uber granted to the Company under a Framework Agreement dated September 7, 2021. The call option was exercisable until September 7, 2023.

In order to account for the equity ownership changes contemplated by the transaction, the Group reduced the amount of the non-controlling interest and additional paid-in capital by RUB 23,524 and RUB 35,459, respectively, and increased the amount of the accumulated other comprehensive income by RUB 1,646. After the closing date, no earnings are allocated to the noncontrolling interest.

​

​

F-11

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​

​

4.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DETAILS

Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	​	RUB	​	RUB	​	$
Cash		48,682	​	44,320		455.0
Cash equivalents:	​	​	​	​	​	​
Bank deposits		34,346	​	41,076	​	421.7
Other cash equivalents	​	103	​	15	​	0.1
Total cash and cash equivalents		83,131	​	85,411	​	876.8

Current expected credit losses for cash, cash equivalents, term deposits, funds receivable and other financial assets were immaterial for the three and nine months ended September 30, 2022 and 2023. All of the Group’s cash is held at financial institutions that management believes to be of high credit quality.

Allowance for current expected credit losses on trade receivables and net investment in the lease

Movements in the allowance for current expected credit losses on trade receivables for the three and nine months ended September 30, 2022 and 2023 were as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Balance at the beginning of period	​	3,319	​	5,279	​	54.2	​	2,716	​	4,169	​	42.8
Current period allowance for expected credit losses	​	308	​	957	​	9.8	​	1,327	​	2,085	​	21.4
Write-off	​	(98)	​	(262)	​	(2.7)	​	(347)	​	(441)	​	(4.5)
Foreign currency translation adjustment	​	27	​	173	​	1.8	​	(140)	​	334	​	3.4
Balance at the end of period	​	3,556	​	6,147	​	63.1	​	3,556	​	6,147	​	63.1

As of September 30, 2023, the Group has no net investment in the lease with past due status and, the period since origination of the leases is less than one year. The entire amount of net investment in the lease is subject to credit risk estimated on a portfolio basis of contracts with similar risk exposure. No significant expected credit loss was recognized as of September 30, 2023.

Other Current Assets

Other current assets as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	​	RUB	​	RUB	​	$
Other receivables	​	7,588	​	4,614	​	47.4
Loans granted	​	2,322	​	3,953	​	40.6
Net investment in the lease	​	455	​	3,500	​	35.9
Prepaid income tax	​	3,328	​	3,173	​	32.6
Contract assets	​	1,456	​	1,750	​	18.0
Investments in debt securities		305	​	511	​	5.2
Restricted cash	​	643	​	510	​	5.2
Prepaid other taxes	​	114	​	192	​	2.0
Interest receivable	​	77	​	85	​	0.9
Term deposits	​	154	​	—	​	—
Other	​	529	​	782	​	7.9
Total other current assets	****	16,971	****	19,070	​	195.7

​

​

F-12

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Other Non-current Assets

Other non-current assets as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	​	RUB	​	RUB	​	$
Net investment in the lease	​	979	​	9,692	​	99.5
Loans granted	​	6,523	​	8,347	​	85.7
Long-term prepaid expenses	​	3,998	​	3,917	​	40.3
Bank deposits and loans to customers	​	133	​	1,470	​	15.1
Contract assets	​	1,292	​	1,317	​	13.5
Indemnification assets	​	1,031	​	1,090	​	11.2
Restricted cash	​	666	​	750	​	7.7
VAT reclaimable	​	603		437	​	4.5
Other receivables	​	52		367	​	3.7
Total other non-current assets	****	15,277	****	27,387	****	281.2

Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities as of December 31, 2022 and September 30, 2023 comprised the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	​	RUB	​	RUB	​	$
Trade accounts payable and accrued liabilities		72,635		88,320		906.7
Salary and other compensation expenses payable/accrued to employees	​	11,424	​	26,420	​	271.2
Liabilities under the reverse factoring program		20,702		19,218		197.3
Operating lease liabilities, current (Note 7)	​	10,963	​	10,617	​	109.0
Bank deposits and liabilities	​	578	​	8,819	​	90.5
Content liabilities	​	3,353	​	5,052	​	51.9
Finance lease liability, current (Note 7)	​	2,788	​	3,791	​	38.9
Accounts payable for acquisition of businesses	​	373	​	336	​	3.3
Total accounts payable, accrued and other liabilities	****	122,816	****	162,573	****	1,668.8

Other Income/(loss), net

Other income/(loss), net includes foreign exchange gains in the amount of RUB 4,242 and RUB 7,499 ($77.0) for the three months ended September 30, 2022 and 2023, respectively; and gains in the amount of RUB 11 and RUB 22,378 ($229.7) for the nine months ended September 30, 2022 and 2023, respectively.

Income and non-income taxes payable

Income and non-income taxes payable in the unaudited condensed consolidated balance sheets include income taxes payable in the amount of RUB 2,511 and RUB 4,569 ($46.9) as of December 31, 2022 and September 30, 2023, respectively.

Revenues

Revenues in the unaudited condensed consolidated statements of operations includes revenues related to sales of goods in the amount of RUB 20,178 and RUB 30,703 ($315.2) for the three months ended September 30, 2022 and 2023, respectively; and in the amount of RUB 57,979 and RUB 93,578 ($960.6) for the nine months ended September 30, 2022 and 2023, respectively.

5.	FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities as of December 31, 2022, and September 30, 2023, including those measured at fair value on a recurring basis and excluding those which fair value approximates carrying value, consisted of the following:

​

F-13

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	As of December 31, 2022							​	As of September 30, 2023
​		Level 1	​	Level 2	​	Level 3	​	Total	​	Level 1		Level 2		Level 3		Total		Total
​	​	RUB		RUB		RUB		RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	$
Assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans granted (Note 4)		—	​	9,067	​	—	​	9,067	​	—	​	12,205	​	—	​	12,205	​	125.3
​	****	—	​	9,067	​	—	​	9,067	​	—	​	12,205	​	—	​	12,205	​	125.3
Liabilities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans (Note 12)	​	—	​	—	​	46,134	​	46,134	​	—	​	—	​	88,841	​	88,841	​	912.0
​	****	—	​	—	​	46,134	​	46,134	​	—	​	—	​	88,841	​	88,841	​	912.0

The carrying amount and the fair value of loans received and loans granted as of December 31, 2022, and September 30, 2023 were as follows:

​	​	​	​	​	​	​	​	​	​	​
​	As of December 31, 2022			​	As of September 30, 2023
​	Carrying amount	​	Fair value	​	Carrying amount			Fair value
​	RUB	​	RUB	​	RUB	****		RUB	****	$
Assets:	​	​	​	​	​	​	​	​	​	​
Loans granted (Note 4)	8,845	​	9,067	​	12,300	​	126.3	12,205	​	125.3
​	8,845	​	9,067	​	12,300	​	126.3	12,205	​	125.3
Liabilities:	​	​	​	​	​	​	​	​	​	​
Loans (Note 12)	50,669	​	46,134	​	90,735	​	931.4	88,841	​	912.0
​	50,669	​	46,134	​	90,735	​	931.4	88,841	​	912.0

All values are in US Dollars.

There were no transfers of financial assets and liabilities between the levels of the fair value hierarchy for the nine months ended September 30, 2022, and 2023.

​

6.	PROPERTY AND EQUIPMENT

Property and equipment, net of accumulated depreciation, as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	​	RUB	​	RUB	​	$
Servers and network equipment		98,446	​	131,182	​	1,346.6
Finance lease right-of-use assets		26,674	​	34,333	​	352.4
Land, land rights and buildings		19,096	​	20,640	​	211.9
Infrastructure systems		19,120	​	24,450	​	251.0
Office furniture and equipment		11,923	​	14,693	​	150.8
Other equipment		10,063	​	15,508	​	159.2
Leasehold improvements	​	4,507	​	5,451	​	56.0
Assets not yet in use		42,170	​	50,269	​	516.1
Total	****	231,999	****	296,526	​	3,044.0
Less: accumulated depreciation		(104,293)	​	(131,782)	​	(1,352.8)
Total property and equipment	****	127,706	****	164,744	​	1,691.2

Assets not yet in use primarily represent building construction, server and network equipment, infrastructure systems, other equipment and assets under installation, including related prepayments, and comprise the cost of the assets and other direct costs applicable to purchase and installation. Leasehold improvements included in assets not yet in use amounted to RUB 364 and RUB 1,002 ($10.3) as of December 31, 2022 and September 30, 2023, respectively.

Depreciation expenses related to property and equipment amounted to RUB 5,634 and RUB 8,074 ($82.9) for the three months ended September 30, 2022 and 2023, respectively, and RUB 17,279 and RUB 20,995 ($215.5) for the nine months ended September 30, 2022 and 2023, respectively.

7.	LEASES

Group as Lessee

The Group has operating leases for corporate offices, warehouses, sorting centers, cars and parking spots. The Group’s leases have remaining lease terms of 1 to 8 years, some of which include options to terminate the leases within

F-14

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

1 year.

The Group has finance leases for warehouses and cars. The Group’s leases have remaining lease terms of 1 to 18 years, some of which include options to terminate the leases within 1 year.

The components of lease expense comprise of the operating lease cost, which is disclosed in the unaudited condensed consolidated statements of cash flows, and the following costs:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	****	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Total variable lease cost	​	328	​	11		0.1	​	1,010	​	111		1.1
Finance lease cost:	​	​	​	​		​	​	​	​	​		​
Amortization of right-of-use assets	​	465	​	957		9.8	​	1,328	​	2,376		24.4
Interest on lease liabilities	​	393	​	699		7.2	​	1,061	​	1,930		19.8
Total finance lease cost	****	858	​	1,656		17.0	​	2,389	​	4,306		44.2

​

Variable lease costs are mainly related to car leases for carsharing business and represent mileage-based payments.

Supplemental balance sheet information related to leases:

​	​	​	​	​	​	​
​	​	December 31, 2022	​	September 30, 2023	​	September 30, 2023
​	​	RUB	​	RUB	​	$
Operating leases	****	​	​	​	​	​
Operating lease right-of-use assets	​	28,646	​	35,265	​	362.0
Operating lease liabilities, current (Note 4)	​	10,963	​	10,617	​	109.0
Operating lease liabilities, non-current	​	17,609	​	24,576	​	252.3
Total operating lease liabilities	​	28,572	​	35,193	​	361.3
​	​	​	​	​	​	​
Finance lease liability, current (Note 4)	​	2,788	​	3,791	​	38.9
Finance lease liability, non-current	​	21,185	​	26,184	​	268.8
Total finance lease liabilities	****	23,973	​	29,975	​	307.7

Maturities of lease liabilities as of September 30, 2023 were as follows:

​	​	​	​	​	​	​	​
​	Operating leases			​	Finance leases
​	RUB	​	$	​	RUB	​	$
Remainder of 2023	2,996	​	30.8	​	1,564	​	16.1
2024	13,302	​	136.6	​	6,469	​	66.4
2025	10,292	​	105.7	​	8,600	​	88.3
2026	7,217	​	74.1	​	8,217	​	84.4
2027	3,644	****	37.4	​	5,515	****	56.6
Thereafter	4,508	​	46.3	​	10,773	​	110.5
Total lease payments	41,959	​	430.9	​	41,138	​	422.3
Less imputed interest	(6,766)	​	(69.6)	​	(11,163)	​	(114.6)
Total	35,193	​	361.3	​	29,975	​	307.7

​

​

F-15

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Information about weighted-average remaining lease term and weighted-average discount rate is presented below:

​	​	​	​	​	​	​	​
​	Weighted average remaining lease term, years			​	Weighted average discount rate, %
​	December 31, 2022	​	September 30, 2023	​	December 31, 2022	​	September 30, 2023
Operating leases	3.6	​	3.9	​	7.4%	​	9.2%
Finance leases	6.8	​	5.8	​	8.6%	​	9.4%

Sublease income is mainly represented by operating lease revenue.

As of September 30, 2023, the Group had additional operating and finance leases that have not yet commenced of RUB 2,793 ($28.7) and RUB 2,105 ($21.6), respectively. These operating and finance leases will commence in the remaining of 2023 and August 2024, respectively, with lease terms of 5 to 10 years.

Group as Lessor

The Group leases cars through the Yandex Drive free-floating car-sharing service and other related services. These leases meet the criteria of ASC 842 Leases for classification as operating leases. The Group recognized operating lease revenue of RUB 2,873 and RUB 3,043 ($31.2) for the three months ended September 30, 2022 and 2023, respectively, and RUB 8,253 and 7,586 RUB ($77.9) for the nine months ended September 30, 2022 and 2023, respectively, presented within the revenues line in the unaudited condensed consolidated statements of operations.

Investment in the finance lease consists of sales-type leases of cars and represents net unpaid rentals. The terms of the sales type leases are from 2 to 5 years, with the possibility of early redemption and secured by the leased assets.

The future minimum rental payments receivable for net investment in the lease were as follows:

​	​	​	​	​	​	​
​	****	​	​	September 30, 2023
​	​	​	​	RUB	​	$
Remainder of 2023	​	​	​	1,330	​	13.7
2024	​	​	​	5,264	​	54.0
2025	​	​	​	5,154	​	52.9
2026	​	​	​	3,542	​	36.4
2027	​	​	​	1,539	​	15.8
Thereafter		​	​	163	​	1.7
Total undiscounted rental payments	****	​	​	16,992	​	174.5
Less: Unearned interest	​	​	​	(3,800)	​	(39.1)
Net investment in the lease	****	​	​	13,192	​	135.4

​

​

​

​

8.	GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill were as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Search and Portal	​	E-commerce, Mobility and Delivery	​	Plus and Entertainment	​	Classifieds	​	Other Business Units and Initiatives	​	Total	****	Total
​	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	RUB	​	$
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of December 31, 2021	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	107,810	​	2,140	​	6,382	​	151	​	119,202	​	​
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	​
​	​	2,719	​	107,048	​	1,564	​	6,382	​	151	​	117,864	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquisitions	​	—	​	1,101	​	—	​	—	​	—	​	1,101	​	​
Foreign currency translation adjustment	​	—	​	(444)	​	—	​	—	​	—	​	(444)	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of June 30, 2022	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	108,467	​	2,140	​	6,382	​	151	​	119,859	​	​
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	​
​	​	2,719	​	107,705	​	1,564	​	6,382	​	151	​	118,521	​	​

F-16

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquisitions	​	—	​	24,574	​	—	​	—	​	—	​	24,574	​	​
Foreign currency translation adjustment	​	—	​	30	​	—	​	—	​	—	​	30	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of September 30, 2022	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	133,071	​	2,140	​	6,382	​	151	​	144,463	​	​
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	​
​	​	2,719	​	132,309	​	1,564	​	6,382	​	151	​	143,125	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquisitions	​	—	​	464	​	—	​	—	​	—	​	464	​	​
Foreign currency translation adjustment	​	—	​	189	​	—	​	—	​	—	​	189	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of December 31, 2022	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	133,724	​	2,140	​	6,382	​	151	​	145,116	​	​
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	​
​	​	2,719	​	132,962	​	1,564	​	6,382	​	151	​	143,778	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Foreign currency translation adjustment	​	—	​	142	​	—	​	—	​	—	​	142	​	​
Impairment loss	​	—	​	(1,136)	​	—	​	—	​	—	​	(1,136)	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of June 30, 2023	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	133,866	​	2,140	​	6,382	​	151	​	145,258	​	1,491.1
Accumulated impairment loss	​	—	​	(1,898)	​	(576)	​	—	​	—	​	(2,474)	​	(25.4)
​	​	2,719	​	131,968	​	1,564	​	6,382	​	151	​	142,784	​	1,465.7
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Measurement period adjustment	​	—	​	56	​	—	​	—	​	—	​	56	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of September 30, 2023	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	133,922	​	2,140	​	6,382	​	151	​	145,314	​	1,491.7
Accumulated impairment loss	​	—	​	(1,898)	​	(576)	​	—	​	—	​	(2,474)	​	(25.4)
​	​	2,719	​	132,024	​	1,564	​	6,382	​	151	​	142,840	​	1,466.3

​

Intangible assets, net of amortization, as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	As of December 31, 2022					​	As of September 30, 2023
​	​	Gross	​	Less:	​	Net	​	Gross	​	Less:	​	Net	​	Net
​		carrying	​	Accumulated	​	carrying	​	carrying	​	Accumulated	​	carrying	​	carrying
​		amount	​	amortization	​	value	​	amount	​	amortization	​	value	​	value
​		RUB		RUB		RUB		RUB		RUB		RUB		$
Acquisition-related intangible assets:		​	​	​	​	​	​	​	​	​	​	​	​	​
Trade names and domain names		13,430	​	(2,840)	​	10,590	​	11,308	​	(2,277)	​	9,031	​	92.7
Customer relationships	​	13,226	​	(3,834)	​	9,392		13,234	​	(4,915)	​	8,319	​	85.4
Content and software		8,387	​	(3,444)	​	4,943		8,148	​	(4,400)	​	3,748	​	38.5
Supplier relationships		215	​	(83)	​	132		215	​	(119)	​	96	​	1.0
Total acquisition-related intangible assets:	​	35,258	​	(10,201)	​	25,057		32,905	​	(11,711)	​	21,194	​	217.6
Other intangible assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Technologies and licenses	​	10,765	​	(5,799)	​	4,966	​	22,482	​	(9,143)	​	13,339	​	136.9
Assets not yet in use	​	1,743	​	—	​	1,743	​	960	​	—	​	960	​	9.8
Total other intangible assets:	​	12,508	​	(5,799)	​	6,709	​	23,442	​	(9,143)	​	14,299	​	146.7
Total intangible assets	​	47,766	​	(16,000)	​	31,766	****	56,347	​	(20,854)	​	35,493	​	364.3

​

​

F-17

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The following table represents the amortization expense of intangible assets for the three and nine months ended September 30, 2022 and 2023:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	****	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Acquisition-related intangible assets	​	888	​	1,013	​	10.4	​	2,595	​	3,848	​	39.5
Other intangible assets		950	​	2,154	​	22.1	​	2,774	​	4,020		41.3
Total amortization expense of intangible assets	****	1,838	​	3,167	​	32.5	​	5,369	​	7,868	****	80.8

​

Expected amortization expense of intangible assets held as of September 30, 2023 was as follows:

​	​	​	​	​	​	​	​	​
​	​	Acquired	​	Purchased	​	​
​	​	intangible	​	technologies	​	Total
​	​	assets	​	and licenses	​	​
​	​	RUB	​	RUB	​	RUB	​	$
Remainder of 2023	​	875	​	1,668	​	2,543	​	26.1
2024	​	3,952	​	4,823	​	8,775	​	90.1
2025	​	3,497	​	3,343	​	6,840	​	70.2
2026	​	2,785	​	2,842	​	5,627	​	57.8
2027	​	2,019	​	630	​	2,649	​	27.2
Thereafter	​	8,066	​	33	​	8,099	​	83.1
Total	​	21,194	​	13,339	​	34,533	​	354.5

​

​

9.	INCOME TAX

Income taxes are computed in accordance with Russian Federation, Dutch and other national tax laws.

Yandex N.V. is incorporated in the Netherlands, and its taxable profits are subject to income tax at the rate of 25.8% for the nine months ended September 30, 2022 and 2023.

The Group’s tax provision for income taxes for interim periods is determined based on the tax rate effective during that period. The amount of expected income tax expense that would result from applying the Dutch statutory income tax rate to income before income taxes reconciled to the reported amount of income tax expense for the three and nine months ended September 30, 2022 and 2023 was as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Expected expense at Dutch statutory income tax rate of 25.8%	​	13,509	​	3,969	​	40.7	​	13,836	​	11,007	​	113.0
Effect of:	​	​	​	​	​	​	​	​	​	​	​	​
Non-taxable effect of the News and Zen deconsolidation	​	(9,817)	​	—	​	—	​	(9,817)	​	—	​	—
Non-deductible share-based compensation	​	1,667	​	1,520	​	15.6	​	4,959	​	4,435	​	45.5
Accrual of unrecognized tax benefit	​	861	​	774	​	7.9	​	931	​	1,865	​	19.1
Other expenses/(income) not deductible/(taxable) for tax purposes	​	2,272	​	1,642	​	16.9	​	2,895	​	4,484	​	46.0
Change in valuation allowances	​	(1,350)	​	4,343	​	44.6	​	540	​	7,855	​	80.6
Tax on inter-company dividends	​	483	​	924	​	9.5	​	1,506	​	2,564	​	26.3
Difference in foreign tax rates	​	(1,813)	​	(8,662)	​	(88.9)	​	(3,513)	​	(20,864)	​	(214.2)
Other		1,006	​	3,194	​	32.8	​	1,731	​	3,219	​	33.2
Income tax expense	****	6,818	****	7,704	​	79.1	​	13,068	****	14,565	​	149.5

​

​

F-18

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Movements in the valuation allowance for the three and nine months ended September 30, 2022 and 2023 were as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Balance at the beginning of the period	​	(13,392)	​	(20,307)	​	(208.5)	​	(12,482)	​	(14,778)	​	(151.7)
Charged to expenses	​	1,350	​	(4,343)	​	(44.6)	​	(540)	​	(7,855)	​	(80.6)
Foreign currency translation adjustment	​	(468)	​	(873)	​	(9.0)	​	1,462	​	(2,305)	​	(23.7)
Effect of adoption of ASU 2020-06	​	—	​	—	​	—	​	(1,330)	​	—	​	—
Other	​	(905)	​	450	​	4.6	​	(525)	​	(135)	​	(1.4)
Balance at the end of the period	****	(13,415)	****	(25,073)	​	(257.5)	​	(13,415)	****	(25,073)	​	(257.4)

As of December 31, 2022 and September 30, 2023, the Group included accrued interest and penalties related to unrecognized tax benefits totalling RUB 807 and RUB 1,796 ($18.4), respectively as a component of other accrued liabilities in the unaudited condensed consolidated balance sheets.

As of December 31, 2022 and September 30, 2023, RUB 5,463 and RUB 6,501 ($66.7), respectively, of unrecognized tax benefits, if recognized, would affect the effective tax rate. The Group does not anticipate significant increases or decreases in unrecognized income tax benefits over the next twelve months.

​

​

​

​

​

​

10.	CONTENT ASSETS

Content assets as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	​	December 31, 2022	****	September 30, 2023	****	September 30, 2023
​	****	RUB	​	RUB	​	$
Licensed content, net	​	​	​	​	​	​
Licensed content, net	​	7,503	​	8,783	​	90.2
Advances for licensed content	​	1,723	​	2,770	​	28.4
Produced content, net		​	​	​	​	​
Released, less amortization	​	2,427	​	3,666	​	37.6
Completed and not released	​	757	​	295	​	3.0
In production and in development		4,434	​	6,455	​	66.3
Сontent assets		16,844	​	21,969	​	225.5

The following table represents the amortization of content assets:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	****	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Licensed content	​	1,774	​	1,453	​	14.9	​	6,028	​	4,773	​	49.0
Produced content		277	​	354	​	3.6	​	649	​	1,574	​	16.2
Total amortization of content assets	****	2,051	​	1,807	​	18.5	​	6,677	​	6,347	****	65.2

During the nine months ended September 30, 2023 the Group has entered into purchase commitments for streaming content with future payments, excluding value added tax, amounting to RUB 495 ($5.1) in 2023, RUB 1,997 ($20.5) in 2024, RUB 181 ($1.9) in 2025.

​

11.	COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of business, the Group is a party to various legal proceedings and subject to claims, certain of which relate to the alleged breach of certain contractual arrangements. The Group intends to vigorously defend any lawsuit and believes that the ultimate outcome of any pending litigation, other legal proceedings or other matters will not have any material adverse effect on the financial condition, results of operations or liquidity of the Group.

F-19

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

As of December 31, 2022 and September 30, 2023, the Group recorded long-term liabilities of RUB 401 and RUB 1,501 ($15.4) respectively, in other accrued liabilities line, and short-term liabilities of RUB 325 and RUB 735 ($7.5) respectively, in accounts payable, accrued and other liabilities line of the unaudited condensed consolidated balance sheets for all pending legal matters that were probable and reasonably estimable.

As of December 31, 2022 and September 30, 2023, the Group was subject to various legal and regulatory matters that have arisen in the normal course of business. Related claims amounted to RUB 813 and RUB 356 ($3.7), respectively. The Group has not recognized a liability in respect of those claims because management does not believe that the Group will incur a probable material loss by reason of any of those matters.

Current Environment and Economic Situation

The Group has principal operations in Russia, and smaller, early-stage businesses that operate internationally. Current geopolitical tensions and their impact on the Russian and global economy have created an exceptionally challenging environment for the Group’s business, team and shareholders.

These developments have adversely impacted (and may in the future materially adversely impact) the macroeconomic climate in Russia, resulting in volatility of the ruble, currency controls, materially increased interest rates and inflation and a potential contraction in consumer spending, as well as the withdrawal of foreign businesses and suppliers from the Russian market. In addition, some of the laws or regulations that are recently adopted or may be adopted in the future, may adversely affect the Group’s non-Russian shareholders and the value of the shares they hold in the Group. For additional details on the Group’s risk exposure, see the Annual Report on Form 20-F for the year ended December 31, 2022.

Taxes are subject to review and investigation by a number of authorities authorized by law to impose fines and penalties. Although the Group believes it has provided adequately for all tax liabilities based on its understanding of the tax legislation, the above factors may create tax risks for the Group. As of September 30, 2023, except for the unrecognized tax benefits described in Note 9, the Group accrued RUB 13,600 ($139.6) (RUB 10,913 as of December 31, 2022) for contingencies related to non-income taxes and fees, including penalties and interest of RUB 4,009 ($41.2) and RUB 2,439 as of September 30, 2023 and December 31, 2022, respectively, as a component of other accrued liabilities in the unaudited condensed consolidated balance sheets. Additionally, the Group has identified possible contingencies related to non-income taxes and fees, which were not accrued. Such contingencies could materialize and require the Group to pay additional amounts of tax. As of September 30, 2023, the Group estimated such contingencies related to non-income taxes and fees, including penalties and interest, to be up to approximately RUB 49,937 ($512.6) (RUB 25,232 as of December 31, 2022).

​

12.	DEBT

Debt as of December 31, 2022 and September 30, 2023 consisted of the following:

​	​	​	​	​	​	​
​	****	December 31, 2022	****	As of September 30, 2023	****	As of September 30, 2023
​	​	RUB	​	RUB	​	$
​	​	​	​	​	​	​
Loans	​	50,669	​	90,735	​	931.4
Convertible debt		522	​	668		6.9
Liabilities under the reverse factoring program	​	—	​	17,954	​	184.3
Total debt	​	51,191	​	109,357	​	1,122.6
Less: current portion	​	(21,306)	​	(82,654)	​	(848.5)
Total debt, non-current portion	****	29,885	​	26,703	****	274.1

Loans

In 2022, the Group funded the cash component of the repurchase of the Company’s convertible notes primarily by means of a RUB-denominated commercial loan in the amount of RUB 49,885 maturing in June 2025. In June 2023, the Group partially repaid the loan in the amount of RUB 20,000.

In 2023, the Group also signed several loan agreements maturing in 2023-2028.

​

F-20

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

13.	SHARE-BASED COMPENSATION

The Company has granted Share-Based Awards to employees of the Group pursuant to its 2016 Equity Incentive Plan (the “2016 Plan”).

Share-Based Compensation Expense

The following table summarizes information about recognized share-based compensation expenses:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Restricted Share Units (“RSUs”)	​	4,724	​	4,963	​	50.9	​	13,991	​	14,242	​	146.2
Synthetic Options and Business Unit Equity Awards	​	1,884	​	663	​	6.8	​	4,299	​	2,240	​	23.0
RSUs in respect of the Self-Driving Group	​	73	​	120	​	1.2	​	281	​	315	​	3.2
Share options	​	59	​	94	​	1.0	​	333	​	248	​	2.5
Performance Share Units (“PSUs”)	​	(277)	​	14	​	0.1	​	319	​	37	​	0.4
Other	​	—	​	38	​	0.5	​	—	​	109	​	1.2
Total share ‑ based compensation expenses	​	6,463	​	5,892	​	60.5	​	19,223	​	17,191	​	176.5

​

Yandex N.V. Equity Incentive Plan

The following table summarizes information about non-vested share awards:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Options				​	RSUs				​	PSUs
​	​	​	​	Weighted		​	​	​	Weighted		​	​	​	Weighted
​	​	​	​	Average		​	​	​	Average		​	​	​	Average
​	​	Quantity	​	Grant Date		​	Quantity	​	Grant Date		​	Quantity	​	Grant Date
​	​	​	****	Fair Value		****	​	****	Fair Value		​	​	****	Fair Value
Non-vested as of December 31, 2022	​	723,923	​	$	21.94	​	5,725,549	​	$	54.47	​	171,979	​	$	97.51
Vested	**** ​	(97,500)	​	​	27.05	​	(49,540)	​	​	40.31	​	—	​	​	—
Forfeited	​	—	​	​	—	​	(196,107)	​	​	56.16	​	—	​	​	—
Cancelled	​	—	​	​	—	​	(2,759,950)	​	​	51.40	​	—	​	​	—
Non-vested as of September 30, 2023	​	626,423	​	$	21.15	​	2,719,952	​	$	57.72	​	171,979	​	$	97.51

In January 2023, the Company modified the terms of Yandex N.V. RSU awards and extended the program into 2023 to provide an opportunity for all holders of RSUs to exchange the portion of outstanding awards that would otherwise have vested in 2023 for cash bonuses. Equity awards in respect of an aggregate of approximately 2.7 million RSUs were exchanged. The replacement cash payments were payable in accordance with the original 2023 vesting schedules in respect of the exchanged RSUs. The exchange was accounted for as a modification of equity awards, resulting in additional share-based compensation expense of RUB 6,484 excluding tax effect, of which RUB 5,573 ($57.2) is recognized in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2023. The accrued liability associated with the replacement cash payment in the amount of RUB 1,942 ($19.9) is included in accounts payable, accrued and other liabilities in the unaudited condensed consolidated balance sheet as of September 30, 2023.

As of September 30, 2023, there was RUB 16,522 ($169.6) of unamortized share-based compensation expense related to unvested share options, RSUs and PSUs which is expected to be recognized over a weighted average period of 2.07 years.

Synthetic Options and Business Unit Equity Awards

The Company granted share-based awards to the employees of several business units, comprised of a synthetic option awards in respect of the relevant business unit (“Synthetic Options” and “Business Unit Equity Awards”) and a linked RSU award. Synthetic Options and Business Unit Equity Awards entitle the participants to receive phantom or synthetic “shares” in the relevant business unit, which represent the participant’s right to an amount (the “Payout Amount”) based on the appreciation in value of the synthetic “shares” from the grant date to the vesting or exercise date. Such Payout Amounts are satisfied by the vesting of the linked RSU award, which are ultimately settled in the Company’s Class A shares. Generally, 25% of the Synthetic Options and Business Unit Equity Awards vest after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following three years.

F-21

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The following table summarizes information about non-vested share awards:

​	​	​	​	​	​
​	​	Synthetic Options and Business Unit Equity Awards			​
​	​	​	​	Weighted	​
​	​	​	​	Average	​
​	​	Quantity	​	Grant Date	​
​	​	​	​	Fair Value	​
Non-vested as of December 31, 2022	​	1,991,383	RUB	3,405.1	​
Granted	**** ​	1,923,112	​	1,167.5	​
Vested	​	(471,777)	​	2,817.9	​
Forfeited	​	(136,762)	​	5,649.2	​
Cancelled	​	(157,827)	​	4,902.7	​
Non-vested as of September 30, 2023	​	3,148,129	RUB	1,953.7	​

As of September 30, 2023, there was RUB 5,827 ($59.8) of unamortized share-based compensation expense related to unvested Synthetic Options and Business Unit Equity Awards which is expected to be recognized over a weighted average period of 2.90 years.

Self-Driving Group 2021 Equity Incentive Plan

Yandex Self-Driving Group B.V., a subsidiary of the Group (“SDG”), adopted the SDG 2021 Equity Incentive Plan (the “SDG Plan”) on February 11, 2021. Under the SDG Plan, SDG may grant equity-based awards, including restricted share unit awards, in respect of SDG. RSUs awarded under the SDG Plan entitle the holder to receive a fixed number of depositary receipts (“DRs”) representing Class A shares in SDG at no cost upon the satisfaction of certain time-based vesting criteria. On February 11, 2021, the Supervisory Board of SDG approved the grant of an aggregate of 2,132,749 SDG RSUs, representing a total of approximately 6.3% of the equity of Self-Driving Group on a fully diluted basis. Generally, SDG RSUs vest over a six-year period, 17% after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following five years.

The following table summarizes information about non-vested share awards:

​	​	​
​	​	SDG RSUs
​	​	Quantity
Non-vested as of December 31, 2022	​	619,623
Vested	​	(262,942)
Non-vested as of September 30, 2023	​	356,681

As of September 30, 2023, the unamortized share-based compensation expense related to SDG B.V. RSUs is expected to be recognized over a weighted average period of 1.56 years.

​

14.	SEGMENT INFORMATION

The Group’s chief operating decision maker (“CODM”) is the management committee. The Group determined its operating segments based on how the CODM manages the business, allocate resources, makes operating decisions and evaluates operating performance. The Group determined the following operating and reportable segments: Search and Portal, E-commerce, Mobility and Delivery, Plus and Entertainment Services and Classifieds. The results of the Group’s remaining operating segments, including self-driving vehicles business (“Yandex SDG”), Zen (until it was divested from the Group on September 12, 2022), Yandex Cloud, Yandex Education, Devices and Alice, FinTech and number of other experiments, that do not meet quantitative or qualitative thresholds for disclosure, as well as unallocated corporate expenses, are combined into a final category defined as Other Business Units and Initiatives which is shown separately from the reportable segments and reconciling items.

In 2023, the Group introduced the following changes to its segments compared to those presented within the notes to the consolidated financial statements for the year ended December 31, 2022, in order to better reflect the operational structure of the businesses:

●	the Group renamed the Devices business within Other Business Units and Initiatives segment to Devices and Alice;
●	the Group transferred the following services from the Search and Portal segment to the Other Business Units
---	---

F-22

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

and Initiatives segment: Yandex 360 to Yandex Cloud, Alice voice assistance to Devices and Alice, and Yandex Pay and Yandex ID to FinTech; and
●	the Group transferred RouteQ from the Other Business Units and Initiatives segment to Delivery services within the E-Commerce, Mobility and Delivery segment.
---	---

These changes have been applied retroactively to all periods presented.

Reportable segments derive revenues from the following services:

●	the Search and Portal segment includes Search, Geo, Weather and a number of other services offered in Russia, Belarus and Kazakhstan;
●	the E-commerce, Mobility and Delivery segment includes transactional online-to-offline (O2O) businesses, which consist of (i) the mobility businesses, including ride-hailing in Russia and other countries across CIS and EMEA, Yandex Drive, the car-sharing business, and scooters; (ii) the E-commerce businesses in Russia and CIS, including Yandex Market, a multi-category e-commerce marketplace, Yandex Lavka Russia, a hyperlocal convenience store delivery service, and the grocery delivery services of Yandex Eats and Market Delivery (the service was earlier known as Delivery Club); and (iii) other O2O businesses, including Yandex Delivery, a last- and middle-mile logistics solution for individuals, enterprises and SMB (small and medium businesses); Yandex Eats and Market Delivery, a ready-to-eat delivery services from restaurants; Lavka Israel, a hyperlocal convenience store delivery service; and Yandex Fuel, a contactless payment service at gas stations, and several smaller experiments;
---	---
●	the Plus and Entertainment Services segment includes subscription service Yandex Plus, Yandex Music, Kinopoisk, Yandex Afisha, Bookmate and our production center Yandex Studio; and
---	---
●	the Classifieds segment includes Auto.ru, Yandex Realty, Yandex Rent and Yandex Travel.
---	---

Operating segments of the Group may integrate products managed by other operating segments into their services, for which they pay royalties or other types of compensation. Such compensation represents intersegment transactions, which are included in revenues of the reportable segments presented below. The Group considers it to be impracticable to separately present revenues from external customers and intersegment transactions for each reportable segment as such information is not readily available and is not presented to the CODM.

The measures of the segments’ profits and losses that are used by the CODM to assess segment performance and decide how to allocate resources are presented below. Each segment’s assets and capital expenditures are not reviewed by the CODM.

​

F-23

​

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	****	2023	****	2023	****	2022	****	2023	****	2023
​	​	RUB	​	RUB	​	$	​	RUB	​	RUB	​	$
Search and Portal:	​	​	​	​	​	​	​	​	​	​	​	​
Revenues		61,151	​	90,442	​	928.4	​	156,163	​	236,403	​	2,426.8
Adjusted EBITDA		34,635	​	47,021	​	482.7	​	83,637	​	122,745	​	1,260.0
E-commerce, Mobility and Delivery:	​	​	​	​	​	​	​	​	​	​	​	​
Revenues		63,448	​	107,240	​	1,100.9	​	175,372	​	290,665	​	2,983.8
Adjusted EBITDA	​	(2,668)	​	(4,483)	​	(46.0)	​	(9,102)	​	(21,402)	​	(219.7)
Plus and Entertainment:		​	​	​	​	​	​	​	​	​	​	​
Revenues	****	7,817	​	17,402	​	178.6	​	19,798	​	46,261	​	474.9
Adjusted EBITDA	​	(1,498)	​	1,040	​	10.7	​	(7,264)	​	2,614	​	26.8
Classifieds:		​	​	​	​	​	​	​	​	​	​	​
Revenues	​	3,371	​	7,125	​	73.1	​	8,350	​	17,136	​	175.9
Adjusted EBITDA	​	237	​	235	​	2.4	​	903	​	72	​	0.7
Other Business Units and Initiatives:	​	​	​	​	​	​	​	​	​	​	​	​
Revenues	​	11,203	​	18,805	​	193.0	​	29,877	​	47,882	​	491.5
Adjusted EBITDA	​	(10,786)	​	(17,684)	​	(181.5)	​	(21,437)	​	(41,042)	​	(421.3)
Total segment revenues:	​	146,990	​	241,014	​	2,474.0	​	389,560	​	638,347	​	6,552.9
Total segment adjusted EBITDA:	​	19,920	​	26,129	​	268.3	​	46,737	​	62,987	​	646.5
Eliminations:	​	​	​	​	​	​	​	​	​	​	​	​
Revenues	​	(13,827)	​	(36,245)	​	(372.0)	​	(32,639)	​	(87,808)	​	(901.4)
Adjusted EBITDA	​	83	​	399	​	4.0	​	231	​	1,081	​	11.2
Total:	​	​	​	​	​	​	​	​	​	​	​	​
Revenues from external customers	​	133,163	​	204,769	​	2,102.0	​	356,921	​	550,539	​	5,651.5
Adjusted EBITDA	​	20,003	​	26,528	​	272.3	​	46,968	​	64,068	​	657.7
​	​	​	​	​	​	​	​	​	​	​	​	​

The reconciliation between adjusted EBITDA and net income before income taxes for the three and nine months ended September 30, 2022 and 2023 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2022	​	2023	​	2023	​	2022	​	2023	​	2023
​	****	RUB	****	RUB	****	$	​	RUB	****	RUB	****	$
Adjusted EBITDA	​	20,003	​	26,528	​	272.3	​	46,968	​	64,068	​	657.7
Less: depreciation and amortization	​	(7,468)	​	(11,240)	​	(115.4)	​	(22,648)	​	(28,863)	​	(296.3)
Less: certain share‑based compensation expense	​	(1,738)	​	(3,111)	​	(31.9)	​	(14,498)	​	(8,154)	​	(83.7)
Less: one-off restructuring and other expenses	​	—	​	(93)	​	(1.0)	​	—	​	(304)	​	(3.1)
Less: reversal of compensation expense related to contingent consideration	​	—	​	—	​	—	​	27	​	—	​	—
Add: gain on restructuring of convertible debt	​	—	​	—	​	​	​	9,305	​	—	​	​
Add: effect of the News and Zen deconsolidation	​	38,051	​	—	​	—	​	38,051	​	—	​	—
Add: interest income	​	1,127	​	1,289	​	13.2	​	3,526	​	3,612	​	37.1
Less: interest expense	​	(779)	​	(3,781)	​	(38.8)	​	(2,508)	​	(6,927)	​	(71.1)
Less: loss from equity method investments	​	(890)	​	(1,416)	​	(14.5)	​	(1,341)	​	(1,657)	​	(17.0)
Add: other income/(loss), net	​	4,053	​	7,209	​	74.0	​	(514)	​	22,086	​	226.6
Less: impairment of goodwill and other intangible assets	​	—	​	—	​	—	​	(2,740)	​	(1,199)	​	(12.3)
Net income before income taxes		52,359	​	15,385	​	157.9	​	53,628	​	42,662	​	437.9

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F-24

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