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

May 23 , 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 months ended March 31, 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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: May 23, 2023	By:	/s/ Svetlana Demyashkevich
		Svetlana Demyashkevich
		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 months ended March 31, 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 March 31, 2023	F-2
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2023	F-3
Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three Months Ended March 31, 2022 and 2023	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the three Months Ended March 31, 2022 and 2023	F-5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 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*	****	March 31, 2023	****	March 31, 2023
​	​	​	RUB	​	RUB	​	$
ASSETS	​	​	​	​	​	​	​
Cash and cash equivalents	3	​	83,131	​	119,398	​	1,548.9
Term deposits	​	​	154	​	—	​	—
Trade accounts receivable, less allowance for doubtful accounts of RUB 4,169 and RUB 4,745, respectively	3	​	58,014	​	60,302	​	782.3
Sales financing receivable	​	​	5,738	​	4,359	​	56.5
Prepaid expenses	​	​	16,968	​	17,565	​	227.9
Inventory	​	​	28,220	​	27,907	​	362.0
Funds receivable	​	​	8,290	​	5,962	​	77.3
VAT reclaimable	​	​	22,602	​	21,917	​	284.3
Other current assets	3	​	16,817	​	17,991	​	233.4
Total current assets	​	​	239,934	​	275,401	​	3,572.6
Property and equipment	5	​	127,706	​	133,643	​	1,733.7
Operating lease right-of-use assets	6	​	28,646	​	28,666	​	371.9
Intangible assets	7	​	31,766	​	30,678	​	398.0
Content assets	9	​	16,844	​	17,516	​	227.2
Goodwill	7	​	143,778	​	143,845	​	1,866.0
Long-term prepaid expenses	​	​	3,998	​	4,088	​	53.0
Equity method investments	​	​	2,118	​	2,349	​	30.5
Investments in non-marketable equity securities	​	​	6,746	​	7,402	​	96.0
Deferred tax assets	​	​	3,904	​	5,966	​	77.4
Other non-current assets	3	​	11,279	​	13,584	​	176.2
Total non-current assets	​	​	376,785	​	387,737	​	5,029.9
TOTAL ASSETS	​	​	616,719	​	663,138	​	8,602.5
LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	​	​	​	​	​
Accounts payable, accrued and other liabilities	3	​	122,816	​	137,569	​	1,784.6
Debt, current portion	11	​	21,306	​	41,681	​	540.7
Income and non-income taxes payable	3	​	28,137	​	28,615	​	371.2
Deferred revenue	​	​	15,585	​	16,372	​	212.4
Total current liabilities	​	​	187,844	​	224,237	​	2,908.9
Debt, non-current portion	11	​	29,885	​	29,883	​	387.7
Deferred tax liabilities	​	​	5,473	​	6,016	​	78.0
Operating lease liabilities	6	​	17,609	​	16,821	​	218.2
Finance lease liabilities	6	​	21,185	​	24,066	​	312.2
Other accrued liabilities	​	​	16,545	​	18,587	​	241.1
Total non-current liabilities	​	​	90,697	​	95,373	​	1,237.2
Total liabilities	​	​	278,541	​	319,610	​	4,146.1
Commitments and contingencies	9,10	​	​	​	​	​	​
Shareholders’ equity:	​	​	​	​	​	​	​
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	​	3.7
Treasury shares at cost (Class A: 558,663)	​	​	(1,393)	​	(1,393)	​	(18.1)
Additional paid-in capital	​	​	119,464	​	120,171	​	1,558.9
Accumulated other comprehensive income	​	​	24,258	​	23,107	​	299.8
Retained earnings	​	​	173,697	​	177,977	​	2,308.8
Total equity attributable to Yandex N.V.	​	​	**** 316,308	​	320,144	​	4,153.1
Noncontrolling interests	​	​	21,870	​	23,384	​	303.3
Total shareholders’ equity	​	​	338,178	​	343,528	​	4,456.4
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	​	​	**** 616,719	****	663,138	****	8,602.5
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* 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 March 31,
​	​	Notes	​	2022	​	2023	​	2023
​	****	​	****	RUB	****	RUB	​	$
Revenues	​	3	​	106,010	​	163,275	​	2,118.1
Operating costs and expenses:	​	​	​	​	​	​	​	​
Cost of revenues^(1)^	​	​	​	51,011	​	77,539	​	1,005.9
Product development^(1)^	​	​	​	19,161	​	22,304	​	289.3
Sales, general and administrative^(1)^	​	​	​	40,805	​	53,175	​	689.8
Depreciation and amortization	​	​	​	7,467	​	8,287	​	107.5
Total operating costs and expenses	​	​	​	118,444	​	161,305	​	2,092.5
Income/(loss) from operations	​	​	​	(12,434)	​	1,970	​	25.6
Interest income	​	​	​	1,362	​	1,215	​	15.8
Interest expense	​	​	​	(620)	​	(1,173)	​	(15.2)
Loss from equity method investments	​	​	​	(365)	​	(132)	​	(1.7)
Other income, net	​	3	​	1,538	​	5,857	​	75.9
Net income/(loss) before income taxes	​	​	​	(10,519)	​	7,737	​	100.4
Income tax expense		8	​	2,518	​	1,952	​	25.4
Net income/(loss)	​	​	​	(13,037)	​	5,785	​	75.0
Net income attributable to noncontrolling interests	​	​	​	(1,386)	​	(1,503)	​	(19.5)
Net income/(loss) attributable to Yandex N.V.	​	​	​	(14,423)	​	4,282	​	55.5
Net income/(loss) per Class A and Class B share:	​	​	​	​	​	​	​	​
Basic		2	​	(39.56)	​	11.55	​	0.15
Diluted		2	​	(39.56)	​	11.50	​	0.15
Weighted average number of Class A <br>and Class B shares used in per share computation	​	​	​	​	​	​	​	​
Basic		2	​	364,570,692	​	370,855,749	​	370,855,749
Diluted		2	​	364,570,692	​	372,239,857	​	372,239,857

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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		​	​	151		164	​	2.1
Product development		​	​	3,540		3,281	​	42.6
Sales, general and administrative		​	​	2,574		2,355	​	30.5

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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 March 31,
​	****	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Net income/(loss)	​	(13,037)	​	5,785	​	75.0
Foreign currency translation, net of tax of nil	​	(5,809)	​	(1,140)	​	(14.7)
Total comprehensive income/(loss)	​	(18,846)	​	4,645	​	60.3
Total comprehensive income attributable to noncontrolling interests	​	(1,357)	​	(1,514)	​	(19.7)
Total comprehensive income/(loss) attributable to Yandex N.V.	​	**** (20,203)	​	3,131	​	40.6

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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)

​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended March 31,
​	****	Notes	​	2022	​	2023	​	2023
​	​	​	​	RUB	​	RUB	​	$
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES:	​	​	​	​	​	​	​	​
Net income/(loss)	​	​	​	(13,037)	​	5,785	​	75.0
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:	​	​	​	​	​	​	​	​
Depreciation of property and equipment	​	5	​	5,791	​	6,181	​	80.2
Amortization of intangible assets	​	7	​	1,676	​	2,106	​	27.3
Amortization of content assets	​	9	​	2,302	​	2,380	​	30.9
Operating lease right-of-use assets amortization and the lease liability accretion	​	6	​	4,226	​	3,300	​	42.8
Share-based compensation expense (excluding cash settled awards of nil and	​	12	​	6,265	​	707	​	9.2
RUB 5,093, respectively)	​	​	​	​	​	​	​	​
Deferred income tax benefit	​	​	​	(38)	​	(855)	​	(11.1)
Foreign exchange gains	​	3	​	(1,672)	​	(5,924)	​	(76.8)
Loss from equity method investments	​	​	​	365	​	132	​	1.7
Impairment of long-lived assets	​	​	​	904	​	—	​	—
Provision for expected credit losses	​	​	​	637	​	1,731	​	22.5
Other	​	​	​	294	​	(293)	​	(3.8)
Changes in operating assets and liabilities excluding the effect of acquisitions:	​	​	​	​	​	​	​	​
Accounts receivable	​	​	​	4,257	​	(2,579)	​	(33.5)
Prepaid expenses	​	​	​	(681)	​	(965)	​	(12.5)
Inventory	​	​	​	(3,664)	​	569	​	7.4
Accounts payable, accrued and other liabilities and non-income taxes payable	​	3	​	(10,462)	​	8,978	​	116.5
Deferred revenue	​	​	​	(216)	​	663	​	8.6
Other assets	​	​	​	(711)	​	(519)	​	(6.8)
VAT reclaimable	​	​	​	(122)	​	1,027	​	13.3
Funds receivable	​	​	​	2,948	​	2,472	​	32.1
Sales financing receivable	​	​	​	(100)	​	433	​	5.6
Content assets	​	9	​	(3,182)	​	(3,016)	​	(39.1)
Content liabilities	​	​	​	171	​	206	​	2.7
Net cash provided by/(used in) operating activities	​	​	​	**** (4,049)	​	22,519	​	292.2
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:	​	​	​	​	​	​	​	​
Purchases of property and equipment and intangible assets		​	​	(17,983)	​	(6,748)	​	(87.5)
Purchase of assets to be leased	​	​	​	—	​	(2,806)	​	(36.5)
Proceeds from sale of marketable equity securities	​	​	​	5,859	​	—	​	—
Investments in non-marketable equity securities	​	​	​	(251)	​	(171)	​	(2.2)
Acquisitions of businesses, net of cash acquired	​	​	​	(820)	​	—	​	—
Investments in term deposits	​	​	​	(2,000)	​	(6)	​	(0.1)
Maturities of term deposits	​	​	​	23,769	​	160	​	2.1
Loans granted	​	​	​	(12)	​	(369)	​	(4.8)
Proceeds from repayments of loans	​	​	​	439	​	722	​	9.4
Other investing activities	​	​	​	113	​	120	​	1.6
Net cash provided by/(used in) investing activities	​	​	​	**** 9,114	​	(9,098)	​	(118.0)

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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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​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended March 31,
​	****	Notes	​	2022	​	2023	​	2023
​	​	​	​	RUB	​	RUB	​	$
CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:	​	​	​	​	​	​	​	​
Proceeds from issuance of debt	​	11	​	335	​	20,671	​	268.1
Repayment of debt	​	​	​	—	​	(335)	​	(4.3)
Payment for finance leases	​	​	​	(347)	​	(689)	​	(8.9)
Repayments of overdraft borrowings	​	​	​	(2,940)	​	—	​	—
Other financing activities	​	​	​	(580)	​	(77)	​	(1.0)
Net cash provided by/(used in) financing activities	​	​	​	(3,532)	​	19,570	​	253.9
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	​	​	​	5,381	​	2,707	​	35
Net change in cash and cash equivalents, and restricted cash and cash equivalents	​	​	​	6,914	​	35,698	​	463.1
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period	​	​	​	79,398	​	84,440	​	1,095.4
Cash and cash equivalents, and restricted cash and cash equivalents, end of period	​	​	​	86,312	​	120,138	​	1,558.5
​	​	​	​	​	​	​	​	​
RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:	​	​	​	​	​	​	​	​
Cash and cash equivalents, beginning of period	​	​	​	79,274	​	83,131	​	1,078.4
Restricted cash and cash equivalents, beginning of period	​	​	​	124	​	1,309	​	17.0
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period	​	​	​	79,398	​	84,440	​	1,095.4
Cash and cash equivalents, end of period	​	​	​	86,047	​	119,398	​	1,548.9
Restricted cash and cash equivalents, end of period	​	​	​	265	​	740	​	9.6
Cash and cash equivalents, and restricted cash and cash equivalents, end of period	​	​	​	86,312	​	120,138	​	1,558.5
​	​	​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	​	​	​	​	​	​		​
Cash paid for income taxes	​	​	​	2,785	​	6,466		83.9
Cash paid for acquisitions	​	​	​	1,031	​	—		—
Convertible notes coupon paid	​	​	​	439	​	—	​	—
Interest paid for finance leases	​	​	​	278	​	579	​	7.5
Interest paid on loans	​	​	​	2	​	588	​	7.6
Operating cash flows from operating leases	​	​	​	3,043	​	3,496	​	45.4
Non-cash operating activities:	​	​	​	​	​	​	​	​
Increase of right-of-use assets due to new operating lease and lease modification	​	​	​	2,237	​	2,607	​	33.8
Non-cash investing activities:	​	​	​	​	​	​	​	​
Acquired property and equipment and intangible assets not yet paid for	​	​	​	3,422	​	4,001	​	51.9
Non-cash financing activities:	​	​	​	​	​	​	​	​
Increase of right-of-use assets due to new finance lease and lease modification	​	​	​	1,320	​	4,143	​	53.7

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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)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended March 31, 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		—	​	—	​	—	​	—	​	—	​	2,617	​	—	​	—	​	—	​	2,617	​	—
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)	​	—	​	—	​	—	​	—	​	—
Repurchase of share options	​	—	​	—	​	—	​	—	​	—	​	53	​	—	​	(93)	​	—	​	(40)	​	(430)
Foreign currency translation adjustment	​	—	​	—	​	—	​	—	​	—	​	—	​	(5,780)	​	—	​	(29)	​	(5,809)	​	—
Change in redemption value of redeemable noncontrolling interests		—	​	—	​	—	​	—	​	—	​	—	​	—	​	4	​	—	​	4	​	(4)
Net income / (loss)	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(14,423)	​	1,386	​	(13,037)	​	—
Other	​	—	​	—	​	—	​	—	​	—	​	(79)	​	—	​	(1)	​	80	​	—	​	—
Balance as of March 31, 2022	​	1	​	—	​	358,940,490	​	281	​	(1,393)	​	105,600	​	10,413	​	119,486	​	15,317	​	249,704	​	435

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Three months ended March 31, 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	—	​	—	​	—	​	—	​	—	​	707	​	—	​	—	​	—	​	707	​	​
Foreign currency translation adjustment	—	​	—	​	—	​	—	​	—	​	—	​	(1,151)	​	—	​	11	​	(1,140)	​	​
Net income	—	​	—	​	—	​	—	​	—	​	—	​	—	​	4,282	​	1,503	​	5,785	​	​
Other	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(2)	​	—	​	(2)	​	​
Balance as of March 31, 2023	1	​	—	​	361,482,281	​	282	​	(1,393)	​	120,171	​	23,107	​	177,977	​	23,384	​	343,528	​	​
Balance as of March 31, 2023,	​	​	—	​	​	​	3.7	​	(18.1)	​	1,558.9	​	299.8	​	2,308.8	​	303.3	​	4,456.4	​	​

All values are in US Dollars.

​

​

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

​

​

​

​ F-7

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 months ended March 31, 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 Group, 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 March 31, 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.

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.

The results for the three months ended March 31, 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.

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 77.0863 to $1.00, the exchange rate as of March 31, 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.

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 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)

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 significant impact on the unaudited condensed consolidated financial statements.

2.	NET INCOME/(LOSS) PER SHARE

Basic net income/(loss) per Class A and Class B ordinary share for the three months ended March 31, 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/(loss) 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 convertible debt in June 2022. Diluted net income/(loss) per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method.

The computation of the diluted net income/(loss) per Class A share assumes the conversion of Class B shares, while the diluted net income/(loss) 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/(loss) per ordinary share computation, because their effect was anti-dilutive for the three months ended March 31, 2022 and 2023, was 18,287,953 and 7,723,032, respectively.

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 purchased 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/(loss) per share were as follows:

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months ended March 31,
​	​	2022			​	2023
​	​	Class A	​	Class B	​	Class A	​	Class A	Class B	​	Class B
​		RUB		RUB		RUB			RUB		$
Net (loss)/income, allocated for basic	​	(13,011)	​	(1,412)	​	3,870	​	50.2	412	​	5.3
Reallocation of net (loss)/income as a result of conversion of Class B to Class A shares	​	(1,412)	​	—	​	412	​	5.3	—	​	—
Reallocation of net income to Class B shares	​	—	​	—	​	—	​	—	(1)	​	—
Net (loss)/income, allocated for diluted	​	(14,423)	​	(1,412)	​	4,282	​	55.5	411	​	5.3
Weighted average ordinary shares used in per share<br>computation— basic		328,872,018		35,698,674		335,157,075		335,157,075	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	​	—	​	—	​	1,384,108	​	1,384,108	—	​	—
Weighted average ordinary shares used in per share<br>computation—diluted		364,570,692		35,698,674		372,239,857		372,239,857	35,698,674		35,698,674
Net (loss)/income per share attributable to ordinary shareholders:	​	​	​	​	​	​	​	​	​	​	​
Basic		(39.56)		(39.56)		11.55		0.15	11.55		0.15
Diluted		(39.56)		(39.56)		11.50		0.15	11.50		0.15

All values are in US Dollars.

​

​

​

​

3.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DETAILS

Cash and Cash Equivalents

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
Cash		48,682	​	59,646		773.8
Cash equivalents:	​	​	​	​	​	​
Bank deposits		34,346	​	59,693	​	774.4
Other cash equivalents	​	103	​	59	​	0.7
Total cash and cash equivalents		83,131	​	119,398	​	1,548.9

F-10

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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)

Current expected credit losses for cash, cash equivalents, term deposits, funds receivable and other financial assets were immaterial for the three months ended March 31, 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

Movements in the allowance for current expected credit losses on trade receivables for the three months ended March 31, 2022 and 2023 were as follows:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Balance at the beginning of period	​	2,716	​	4,169	​	54.1
Current period allowance for expected credit losses	​	610	​	560	​	7.3
Write-off	​	(29)	​	(34)	​	(0.4)
Foreign exchange difference	​	47	​	50	​	0.6
Balance at the end of period	​	3,344	​	4,745	​	61.6

The Group’s past due receivables exceeding one year were in the amount of RUB 2,595 ($33.7) as of March 31, 2023.

Other Current Assets

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
Prepaid income tax	​	3,328	​	5,983	​	77.6
Other receivables	​	7,588	​	4,898	​	63.5
Loans granted	​	2,322	​	1,976	​	25.6
Contract assets	​	1,456	​	1,582	​	20.5
Investments in debt securities		305	​	1,407	​	18.2
Net investment in lease	​	455	​	1,158	​	15.0
Restricted cash	​	643	​	230	​	3.0
Prepaid other taxes	​	114	​	93	​	1.2
Interest receivable	​	77	​	76	​	1.1
Other	​	529	​	588	​	7.7
Total other current assets	****	16,817	****	17,991	​	233.4

Other Non-current Assets

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
Loans granted	​	6,523	​	6,727	​	87.3
Net investment in lease	​	979	​	2,970	​	38.5
Contract assets	​	1,292	​	1,294	​	16.8
Indemnification assets	​	1,031	​	1,128	​	14.6
VAT reclaimable	​	603		557	​	7.2
Restricted cash	​	666	​	510	​	6.6
Bank deposits and loans to customers	​	133	​	345	​	4.5
Other receivables	​	52		53	​	0.7
Total other non-current assets	****	11,279	****	13,584	****	176.2

​

​

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)

Accounts Payable, Accrued and Other Liabilities

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
Trade accounts payable and accrued liabilities		72,635		71,276		924.7
Liabilities under the reverse factoring program		20,702		23,585		306.0
Salary and other compensation expenses payable/accrued to employees	​	11,424	​	21,972	​	285.0
Operating lease liabilities, current (Note 6)	​	10,963	​	11,648	​	151.1
Content liabilities	​	3,353	​	3,838	​	49.8
Finance lease liability, current (Note 6)	​	2,788	​	3,357	​	43.6
Bank deposits and liabilities	​	578	​	1,556	​	20.1
Accounts payable for acquisition of businesses	​	373	​	337	​	4.3
Total accounts payable, accrued and other liabilities	****	122,816	****	137,569	****	1,784.6

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 marketplace sellers on the date the payables are due. There are no assets pledged or other forms of guarantees provided as security under the program. Liabilities accrued under reverse factoring programs are included in the accounts payable, accrued and other liabilities line in the unaudited condensed consolidated balance sheets, because 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 Group’s payments made under the program are reflected in cash flow from operating activities in the unaudited condensed consolidated statements of cash flows.

Other Income, Net

Other income, net includes foreign exchange gains in the amount of RUB 1,672 and RUB 5,924 ($76.8) for the three months ended March 31, 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 1,529 ($19.8) as of December 31, 2022 and March 31, 2023, respectively.

Revenues

Revenues in the unaudited condensed consolidated statements of operations includes revenues related to sales of goods in the amount of RUB 18,914 and RUB 33,054 ($428.8) for the three months ended March 31, 2022 and 2023, respectively.

4.	FAIR VALUE MEASUREMENTS

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	As of December 31, 2022							​	As of March 31, 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 3)		—	​	9,067	​	—	​	9,067	​	—	​	8,669	​	—	​	8,669	​	112.5
​	****	—	​	9,067	​	—	​	9,067	​	—	​	8,669	​	—	​	8,669	​	112.5
Liabilities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans (Note 11)	​	—	​	—	​	46,134	​	46,134	​	—	​	—	​	67,723	​	67,723	​	878.5
​	****	—	​	—	​	46,134	​	46,134	​	—	​	—	​	67,723	​	67,723	​	878.5

​

​

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)

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

​	​	​	​	​	​	​	​	​	​	​
​	December 31, 2022			​	March 31, 2023
​	Carrying amount	​	Fair value	​	Carrying amount			Fair value
​	RUB	​	RUB	​	RUB	****		RUB	****	$
Assets:	​	​	​	​	​	​	​	​	​	​
Loans granted (Note 3)	8,845	​	9,067	​	8,703	​	112.9	8,669	​	112.5
​	8,845	​	9,067	​	8,703	​	112.9	8,669	​	112.5
Liabilities:	​	​	​	​	​	​	​	​	​	​
Loans (Note 11)	50,669	​	46,134	​	70,992	​	921.0	67,723	​	878.5
​	50,669	​	46,134	​	70,992	​	921.0	67,723	​	878.5

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 three months ended March 31, 2022 and 2023.

5.	PROPERTY AND EQUIPMENT

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
Servers and network equipment		98,446	​	106,754	​	1,384.8
Finance lease right-of-use assets		26,674	​	30,788	​	399.4
Land, land rights and buildings		19,096	​	19,849	​	257.5
Infrastructure systems		19,120	​	20,465	​	265.5
Office furniture and equipment		11,923	​	12,668	​	164.3
Other equipment		10,063	​	10,561	​	137.0
Leasehold improvements	​	4,507	​	4,554	​	59.1
Assets not yet in use		42,170	​	40,422	​	524.4
Total	****	231,999	****	246,061	​	3,192.0
Less: accumulated depreciation		(104,293)	​	(112,418)	​	(1,458.3)
Total property and equipment	****	127,706	****	133,643	​	1,733.7

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 380 ($4.9) as of December 31, 2022 and March 31, 2023, respectively.

Depreciation expenses related to property and equipment for the three months ended March 31, 2022 and 2023 amounted to RUB 5,791 and RUB 6,181 ($80.2), respectively.

6.	LEASES

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 9 years, some of which include options to terminate the leases within 1 year.

The Group has finance leases for warehouses, call centers, sorting centers and cars. The Group’s leases have remaining lease terms of 1 to 19 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 March 31,
​	****	2022	****	2023	****	2023
​	​	RUB	​	RUB	​	$
Total variable lease cost	​	337	​	79		1.0
Finance lease cost:	​	​	​	​		​
Amortization of right-of-use assets	​	415	​	669		8.7
Interest on lease liabilities	​	332	​	585		7.6
Total finance lease cost	****	747	​	1,254		16.3

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)

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

Supplemental balance sheet information related to leases was as follows:

​	​	​	​	​	​	​
​	​	December 31, 2022	​	March 31, 2023	​	March 31, 2023
​	​	RUB	​	RUB	​	$
Operating leases	****	​	​	​	​	​
Operating lease right-of-use assets	​	28,646	​	28,666	​	371.9
Operating lease liabilities, current (Note 3)	​	10,963	​	11,648	​	151.1
Operating lease liabilities, non-current	​	17,609	​	16,821	​	218.2
Total operating lease liabilities	​	28,572	​	28,469	​	369.3
​	​	​	​	​	​	​
Finance lease liability, current (Note 3)	​	2,788	​	3,357	​	43.6
Finance lease liability, non-current	​	21,185	​	24,066	​	312.2
Total finance lease liabilities	****	23,973	​	27,423	​	355.8

Maturities of lease liabilities as of March 31, 2023 were as follows:

​	​	​	​	​	​	​	​
​	Operating leases			​	Finance leases
​	RUB	​	$	​	RUB	​	$
Remainder of 2023	10,119	​	131.3	​	4,286	​	55.6
2024	9,307	​	120.7	​	5,442	​	70.6
2025	5,037	​	65.3	​	7,577	​	98.3
2026	3,752	​	48.7	​	7,171	​	93.0
2027	2,046	****	26.5	​	3,551	****	46.1
Thereafter	2,583	​	33.5	​	10,065	​	130.6
Total lease payments	32,844	​	426.0	​	38,092	​	494.2
Less imputed interest	(4,375)	​	(56.7)	​	(10,669)	​	(138.4)
Total	28,469	​	369.3	​	27,423	​	355.8

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	​	March 31, 2023	​	December 31, 2022	​	March 31, 2023
Operating leases	3.6	​	3.6	​	7.4%	​	7.4%
Finance leases	6.8	​	6.2	​	8.6%	​	8.9%

The Group recognized sublease income of RUB 2,596 and RUB 1,977 ($25.6) for the three months ended March 31, 2022 and 2023, respectively, presented within the revenues line in the unaudited condensed consolidated statements of operations.

7.	GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 and 2023 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	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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)

Balance as of March 31, 2022	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	108,911	​	2,140	​	6,382	​	151	​	120,303	​	​
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	​
​	​	2,719	​	108,149	​	1,564	​	6,382	​	151	​	118,965	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquisitions	​	—	​	25,038	​	—	​	—	​	—	​	25,038	​	​
Foreign currency translation adjustment	​	—	​	(225)	​	—	​	—	​	—	​	(225)	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
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	​	—	​	67	​	—	​	—	​	—	​	67	​	0.9
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as of March 31, 2023	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross amount of goodwill	​	2,719	​	133,791	​	2,140	​	6,382	​	151	​	145,183	​	1,883.4
Accumulated impairment loss	​	—	​	(762)	​	(576)	​	—	​	—	​	(1,338)	​	(17.4)
​	​	2,719	​	133,029	​	1,564	​	6,382	​	151	​	143,845	​	1,866.0

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	As of December 31, 2022					​	As of March 31, 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	​	13,448	​	(3,215)	​	10,233	​	132.7
Customer relationships	​	13,226	​	(3,834)	​	9,392		13,228	​	(4,205)	​	9,023	​	117.1
Content and software		8,387	​	(3,444)	​	4,943		8,403	​	(3,849)	​	4,554	​	59.1
Supplier relationships		215	​	(83)	​	132		215	​	(95)	​	120	​	1.6
Total acquisition-related intangible assets:	​	35,258	​	(10,201)	​	25,057		35,294	​	(11,364)	​	23,930	​	310.5
Other intangible assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Technologies and licenses	​	10,765	​	(5,799)	​	4,966	​	12,349	​	(6,418)	​	5,931	​	76.9
Assets not yet in use	​	1,743	​	—	​	1,743	​	817	​	—	​	817	​	10.6
Total other intangible assets:	​	12,508	​	(5,799)	​	6,709	​	13,166	​	(6,418)	​	6,748	​	87.5
Total intangible assets	​	47,766	​	(16,000)	​	31,766	****	48,460	​	(17,782)	​	30,678	​	398.0

The following table represents the amortization expense of intangible assets for the three months ended March 31, 2022 and 2023:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	****	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Acquisition-related intangible assets	​	853	​	1,142	​	14.8
Other intangible assets		823	​	964	​	12.5
Total amortization expense of intangible assets	****	1,676	​	2,106	​	27.3

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)

Expected amortization expense of intangible assets held as of March 31, 2023 was as follows:

​	​	​	​	​	​	​	​	​
​	​	Acquired	​	Purchased	​	Total
​	​	intangible	​	technologies	​	intangible
​	​	assets	​	and licenses	​	assets
​	​	RUB	​	RUB	​	RUB	​	$
Remainder of 2023	​	3,233	​	2,464	​	5,697	​	73.9
2024	​	4,176	​	1,895	​	6,071	​	78.8
2025	​	3,670	​	932	​	4,602	​	59.7
2026	​	2,788	​	504	​	3,292	​	42.7
2027	​	2,022	​	135	​	2,157	​	28.0
Thereafter	​	8,041	​	1	​	8,042	​	104.3
Total	​	23,930	​	5,931	​	29,861	​	387.4

​

8.	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 three months ended March 31, 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/(income) that would result from applying the Dutch statutory income tax rate to income/(loss) before income taxes reconciled to the reported amount of income tax expense for the three months ended March 31, 2022 and 2023 was as follows:

​

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Expected expense/(income) at Dutch statutory income tax rate of 25.8%	​	(2,714)	​	1,996	​	25.9
Effect of:	​	​	​	​	​	​
Non-deductible share-based compensation	​	1,616	​	1,496	​	19.4
Accrual of unrecognized tax benefit	​	18	​	502	​	6.5
Other expenses not deductible for tax purposes	​	848	​	1,232	​	16.0
Change in valuation allowances	​	1,825	​	1,856	​	24.1
Tax on inter-company dividends	​	514	​	647	​	8.4
Difference in foreign tax rates	​	(147)	​	(4,970)	​	(64.5)
Other		558	​	(807)	​	(10.4)
Income tax expense	****	2,518	****	1,952	​	25.4

Movements in the valuation allowance for the three months ended March 31, 2022 and 2023 were as follows:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Balance at the beginning of the period	​	(12,482)	​	(14,778)	​	(191.7)
Charged to expenses	​	(1,825)	​	(1,856)	​	(24.1)
Effect of adoption of ASU 2020-06	​	(1,330)	​	—	​	—
Foreign currency translation adjustment	​	(871)	​	(479)	​	(6.2)
Other	​	—	​	(585)	​	(7.6)
Balance at the end of the period	****	(16,508)	****	(17,698)	​	(229.6)

As of December 31, 2022 and March 31, 2023, the Group included accrued interest and penalties related to unrecognized tax benefits, totalling RUB 807 and RUB 942 ($12.2), respectively as a component of other accrued liabilities in the unaudited condensed consolidated balance sheets.

As of December 31, 2022 and March 31, 2023, RUB 5,463 and RUB 5,659 ($73.4), 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.

​

​

​

​

​

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)

9.	CONTENT ASSETS

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

​	​	​	​	​	​	​
​	​	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	****	RUB	​	RUB	​	$
Licensed content, net	​	​	​	​	​	​
Released licensed content, net	​	7,503	​	7,608	​	98.7
Advances for licensed content	​	1,723	​	1,605	​	20.8
Produced content, net		​	​	​	​	​
Released, less amortization	​	2,427	​	3,428	​	44.5
Completed and not released	​	757	​	499	​	6.5
In production and in development		4,434	​	4,376	​	56.7
Сontent assets		16,844	​	17,516	​	227.2

The following table represents the amortization of content assets for the three months ended March 31, 2022 and 2023:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	****	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Licensed content	​	2,117	​	1,926	​	25.0
Produced content		185	​	454	​	5.9
Total amortization of content assets	****	2,302	​	2,380	​	30.9

During the three months ended March 31, 2023 the Group has entered into purchase commitments for streaming content with future payments, excluding value added tax, amounting to RUB 354 ($4.6) in 2023 and RUB 61 ($0.8) in 2024.

10.	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.

As of December 31, 2022 and March 31, 2023, the Group recorded liabilities of RUB 726 and RUB 900 ($11.7) respectively, in the accounts payable, accrued and other liabilities and other accrued liabilities lines of the unaudited condensed consolidated balance sheets for all pending legal matters that were probable and reasonably estimable.

As of December 31, 2022 and March 31, 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 329 ($4.3), respectively. The Group has not recognized a liability in respect of those claims because management does not believe that the Group has incurred a probable material loss by reason of any of those matters.

Environment and Current 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, laws or regulations may be adopted that 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

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)

tax legislation, the above factors may create tax risks for the Group. As of March 31, 2023, except for the unrecognized tax benefits described in Note 8, the Group accrued RUB 11,839 ($153.6) (RUB 10,913 as of December 31, 2022) for contingencies related to non-income taxes, including penalties and interest of RUB 2,772 ($36.0) and RUB 2,439 as of March 31, 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, which are not accrued. Such contingencies could materialize and require the Group to pay additional amounts of tax. As of March 31, 2023, the Group estimates such contingencies related to non-income taxes, including penalties and interest, to be up to approximately RUB 33,911 ($439.9) (RUB 25,232 as of December 31, 2022).

11.	DEBT

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

​	​	​	​	​	​	​
​	****	December 31, 2022	****	March 31, 2023	****	March 31, 2023
​	​	RUB	​	RUB	​	$
​	​	​	​	​	​	​
Loans	​	50,669	​	70,992	​	921.0
Convertible debt		522	​	572		7.4
Total debt	​	51,191	​	71,564	​	928.4
Less: current portion	​	(21,306)	​	(41,681)	​	(540.7)
Total debt, non-current portion	****	29,885	​	29,883	****	387.7

Loans

In 2022, the Group funded the cash component of the repurchase of the Notes primarily by means of a fixed-rate RUB-denominated commercial loan in the amount of RUB 49,885 maturing in June 2025.

In February 2023, the Group signed a loan agreement and received the proceeds from the loan in the amount of RUB 20,000 which was fully repaid in May 2023 (Note 14).

12.	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 March 31,
​	​	2022	​	2023	​	2023
​	​	RUB	​	RUB	​	$
Restricted Share Units (“RSUs”)	​	5,008	​	4,571	​	59.3
Synthetic Options and Business Unit Equity Awards	​	575	​	1,013	​	13.1
RSUs in respect of the Self-Driving Group	​	117	​	92	​	1.2
Share options	​	195	​	73	​	0.9
Performance Share Units (“PSUs”)	​	370	​	11	​	0.1
Other	​	—	​	40	​	0.6
Total share ‑ based compensation expenses	​	6,265	​	5,800	​	75.2

​

​

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)

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	**** ​	(32,500)	​	​	27.05	​	(15,828)	​	​	37.50	​	—	​	​	—
Forfeited	​	—	​	​	—	​	(74,830)	​	​	54.24	​	—	​	​	—
Cancelled	​	—	​	​	—	​	(2,744,553)	​	​	51.39	​	—	​	​	—
Non-vested as of March 31, 2023	​	691,423	​	$	21.70	​	2,890,338	​	$	57.49	​	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 ($84.1), excluding tax effect, of which RUB 1,798 ($23.3) is recognized in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2023. The accrued liability associated with the replacement cash payment in the amount of RUB 2,164 ($28.1) is included in accounts payable, accrued and other liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2023.

As of March 31, 2023, there was RUB 19,333 ($250.8) 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 2.49 years.

Synthetic Options Equity Incentive Plans 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 a linked RSU award. Synthetic Options 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 vest after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following three years.

The Company also granted equity incentive awards under the 2016 Plan to the senior employees of certain business units, which entitle the participants to receive options to acquire redeemable depositary receipts of shares in the respective operating subsidiaries upon the satisfaction of defined vesting criteria (the “Business Unit Equity Awards”). The exercise price of the Business Unit Equity Awards is determined from time to time by the Board and the standard vesting schedule for Business Unit Equity Awards under the 2016 Plan is consistent with Share-Based Awards granted in the Company’s shares.

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

​	​	​	​	​	​	​	​	​
​	​	Synthetic Options			​	Business Units Equity Awards
​	​	​	​	Weighted	​	​	​	Weighted
​	​	​	​	Average	​	​	​	Average
​	​	Quantity	​	Grant Date	​	Quantity	​	Grant Date
​	​	​	​	Fair Value	​	​	​	Fair Value
Non-vested as of December 31, 2022	​	1,167,415	RUB	4,643.0	​	823,968	RUB	1,651.1
Granted	**** ​	26,820	​	3,537.1	​	—	​	—
Vested	​	(84,668)	​	4,082.0	​	(72,720)	​	1,529.4
Forfeited	​	(11,284)	​	21,668.3	​	—	​	—
Cancelled	​	(39,583)	​	11,779.4	​	—	​	—
Non-vested as of March 31, 2023	​	1,058,700	RUB	4,211.6	​	751,248	RUB	1,662.9

As of March 31, 2023, there was RUB 5,662 ($73.5) of unamortized share-based compensation expense related

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)

to unvested Synthetic Options and Business Unit Equity Awards which is expected to be recognized over a weighted average period of 2.64 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	​	(87,644)
Non-vested as of March 31, 2023	​	531,979

As of March 31, 2023, the unamortized share-based compensation expense related to SDG B.V. RSUs is expected to be recognized over a weighted average period of 1.88 years.

13.	SEGMENT INFORMATION

The Group determined its operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates 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 disposal 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.

Starting 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 segment within Other Business Units and Initiatives category to Devices and Alice;
●	the Group transferred the following services from the Search and Portal segment to the Other Business Units and Initiatives category: 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 category to the Delivery services business 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 for both B2C and B2B, and scooters; (ii) the E-commerce businesses in Russia and CIS, including Yandex Market, multi-category e-commerce marketplace, Yandex Lavka Russia, a hyperlocal convenience store delivery service, and the grocery delivery services of Yandex Eats and Delivery Club; and (iii) other O2O businesses,
---	---

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)

including Yandex Delivery, a last- and middle-mile logistics solution for individuals, enterprises and SMB (small and medium business); Yandex Eats and Delivery Club Food Delivery, a ready-to-eat delivery service direct from restaurants; Lavka Israel, a hyperlocal convenience store delivery service; and Yandex Fuel, a contactless payment service at gas stations, as well as several smaller experiments;
●	the Plus and Entertainment Services segment includes the subscription service Yandex Plus, Yandex Music, Kinopoisk, Yandex Afisha and the 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.

​	​	​	​	​	​	​
​	****	Three months ended March 31,
​	​	2022	****	2023	****	2023
​	​	RUB	​	RUB	​	$
Search and Portal:	​	​	​	​	​	​
Revenues		43,803	​	67,545	​	876.2
Adjusted EBITDA		19,561	​	34,713	​	450.3
E-commerce, Mobility and Delivery:	​	​	​	​	​	​
Revenues		55,194	​	88,475	​	1,147.7
Adjusted EBITDA	​	(8,445)	​	(10,799)	​	(140.1)
Plus and Entertainment:		​	​	​	​	​
Revenues	****	5,831	​	13,356	​	173.3
Adjusted EBITDA	​	(3,171)	​	(226)	​	(2.9)
Classifieds:		​	​	​	​	​
Revenues	​	2,411	​	4,438	​	57.6
Adjusted EBITDA	​	173	​	(117)	​	(1.5)
Other Business Units and Initiatives:	​	​	​	​	​	​
Revenues	​	7,805	​	14,186	​	184.0
Adjusted EBITDA	​	(6,947)	​	(11,055)	​	(143.4)
Total segment revenues:	​	115,044	​	188,000	​	2,438.8
Total segment adjusted EBITDA:	​	1,171	​	12,516	​	162.4
Eliminations:	​	​	​	​	​	​
Revenues	​	(9,034)	​	(24,725)	​	(320.7)
Adjusted EBITDA	​	100	​	278	​	3.6
Total:	​	​	​	​	​	​
Revenues from external customers	​	106,010	​	163,275	​	2,118.1
Adjusted EBITDA	​	1,271	​	12,794	​	166.0
​	​	​	​	​	​	​

The reconciliation between adjusted EBITDA and net income/(loss) before income taxes for the three months ended March, 2022 and 2023 is as follows:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2022	​	2023	​	2023
​	****	RUB	****	RUB	****	$
Adjusted EBITDA	​	1,271	​	12,794	​	166.0
Less: depreciation and amortization	​	(7,467)	​	(8,287)	​	(107.5)
Less: share-based compensation expense	​	(6,265)	​	(2,537)	​	(32.9)
Less: compensation expense related to contingent consideration	​	27	​	—	​	-
Add: interest income	​	1,362	​	1,215	​	15.8
Less: interest expense	​	(620)	​	(1,173)	​	(15.2)
Less: loss from equity method investments	​	(365)	​	(132)	​	(1.7)
Add: other income, net	​	1,538	​	5,857	​	75.9
Net income/(loss) before income taxes		(10,519)	​	7,737	​	100.4

​

F-21

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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)

14.	SUBSEQUENT EVENTS

Loan agreement

In May 2023, the Group repaid RUB 20,000 of loan principal amount outstanding as of March 31, 2023 in accordance with terms of the loan agreement signed in February 2023 (Note 11) and received additional proceeds from the loan agreement in the amount of RUB 34,000 during April to May 2023, which will be used to finance the Group's operating activities.

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

On April 21, 2023, the Company entered into an 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 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 acquisition will be accounted for as an equity transaction, as the Group previously controlled and consolidated MLU B.V.

F-22

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