EX-99 2 yndx-20230331xex99.htm EX-99

YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(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

* Derived from audited consolidated financial statements

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
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


(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

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

F-3


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(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

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 FLOWS

(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)

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

F-5


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(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) 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

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

F-6


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)

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

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

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

F-7


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
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
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

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


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

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 sharebased 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


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