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    YNDX   NL0009805522

YANDEX N.V.

(YNDX)
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YANDEX N : INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Form 6-K

11/23/2021 | 09:10am EST

YANDEX N.V.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page

Unaudited Condensed Consolidated Balance Sheets as of December 31, 2020 and September 30, 2021

F-2

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2021

F-3

Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three and Nine Months Ended September 30, 2020 and 2021

F-4

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2021

F-5

Unaudited Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended September 30, 2020 and 2021

F-7

Notes to the Unaudited Condensed Consolidated Financial Statements

F-9

F-1

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, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

ASSETS

Cash and cash equivalents

4

132,398

81,425

1,119.1

Term deposits

105,787

53,189

731.0

Investments in marketable equity securities

-

3,792

52.1

Accounts receivable, less allowance for doubtful accounts of RUB 1,798 and RUB 2,570, respectively

4

25,440

32,111

441.3

Prepaid expenses

6,727

12,902

177.4

Inventory

4,810

7,039

96.7

Funds receivable, net

2,289

2,685

36.9

Investments in debt securities

-

657

9.0

VAT reclaimable

7,573

12,310

169.2

Other current assets

4

5,377

6,957

95.6

Total current assets

290,401

213,067

2,928.3

Property and equipment, net

7

61,772

88,788

1,220.3

Operating lease right-of-use assets

8

20,800

37,097

509.8

Intangible assets, net

9

21,842

22,946

315.4

Content assets, net

11

7,464

12,704

174.6

Goodwill

9

104,275

117,701

1,617.6

Long-term prepaid expenses

1,391

3,011

41.5

Investments in non-marketable equity securities

1,135

3,923

53.9

Deferred tax assets

1,639

5,736

78.8

Other non-current assets

4

4,893

7,620

104.7

Total non-current assets

225,211

299,526

4,116.6

TOTAL ASSETS

515,612

512,593

7,044.9

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities

4

43,634

87,172

1,198.0

Income and non-income taxes payable

4

12,573

12,804

176.0

Deferred revenue

6,645

7,777

106.9

Bank deposits and liabilities, current

-

91

1.3

Total current liabilities

62,852

107,844

1,482.2

Convertible debt

13

83,277

83,549

1,148.3

Deferred tax liabilities

3,705

2,910

40.0

Operating lease liabilities

8

12,830

26,218

360.3

Finance lease liabilities

8

3,387

13,697

188.2

Bank deposits and liabilities, non current

-

141

1.9

Other accrued liabilities

1,459

4,109

56.6

Total non-current liabilities

104,658

130,624

1,795.3

Total liabilities

167,510

238,468

3,277.5

Commitments and contingencies

11, 12

Redeemable noncontrolling interests

3,167

1,058

14.5

Shareholders' equity:

Priority share: €1 par value; 1 share authorized, issued and outstanding

-

-

-

Ordinary shares: par value (Class A €0.01, Class B €0.10 and Class C €0.09); shares authorized (Class A: 500,000,000, Class B: 37,138,658 and Class C: 37,748,658); shares issued (Class A: 320,430,479 and 323,800,479, Class B: 35,708,674 and 35,698,674, and Class C: 1,429,984 and 10,000, respectively); shares outstanding (Class A: 318,501,858 and 322,860,322, Class B: 35,708,674 and 35,698,674, and Class C: nil)

278

281

3.9

Treasury shares at cost (Class A: 1,928,621 and 940,157, respectively)

(6)

(3,361)

(46.2)

Additional paid-in capital

160,857

108,804

1,495.4

Accumulated other comprehensive income

17,923

16,570

227.7

Retained earnings

145,789

135,920

1,868.0

Total equity attributable to Yandex N.V.

324,841

258,214

3,548.8

Noncontrolling interests

20,094

14,853

204.1

Total shareholders' equity

344,935

273,067

3,752.9

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

515,612

512,593

7,044.9

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

F-2

YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three months ended September 30,

Nine months ended September 30,

Notes

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Revenues

15

58,335

91,305

1,254.9

146,745

245,843

3,378.8

Operating costs and expenses:

Cost of revenues(1)

22,141

45,671

627.7

54,288

121,487

1,669.7

Product development(1)

9,414

12,222

168.0

26,312

34,465

473.7

Sales, general and administrative(1)

15,742

32,961

453.0

41,740

83,532

1,148.0

Depreciation and amortization

4,780

6,135

84.3

12,842

17,033

234.1

Total operating costs and expenses

52,077

96,989

1,333.0

135,182

256,517

3,525.5

Income/(loss) from operations

6,258

(5,684)

(78.1)

11,563

(10,674)

(146.7)

Interest income

4

1,009

1,146

15.8

2,708

3,503

48.1

Interest expense

(723)

(938)

(12.9)

(1,626)

(2,592)

(35.6)

Effect of Yandex.Market consolidation

19,230

-

-

19,230

-

-

Other income/(loss), net

4

(440)

2,690

36.9

799

3,373

46.4

Net income/(loss) before income taxes

25,334

(2,786)

(38.3)

32,674

(6,390)

(87.8)

Income tax expense

10

3,573

1,122

15.4

9,229

5,402

74.3

Net income/(loss)

21,761

(3,908)

(53.7)

23,445

(11,792)

(162.1)

Net loss attributable to noncontrolling interests

239

523

7.2

952

1,551

21.4

Net income/(loss) attributable to Yandex N.V.

22,000

(3,385)

(46.5)

24,397

(10,241)

(140.7)

Net income/(loss) per Class A and Class B share:

Basic

2

62.61

(9.32)

(0.13)

72.49

(28.28)

(0.39)

Diluted

2

60.72

(9.32)

(0.13)

70.27

(28.28)

(0.39)

Weighted average number of Class A
and Class B
shares used in per share computation

Basic

2

351,372,700

363,390,831

363,390,831

336,558,174

362,097,366

362,097,366

Diluted

2

361,941,154

363,390,831

363,390,831

346,728,394

362,097,366

362,097,366

(1) These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation expenses of:

Cost of revenues

111

117

1.6

325

367

5.0

Product development

2,337

2,734

37.6

6,617

8,768

120.5

Sales, general and administrative

1,505

2,284

31.4

3,971

6,666

91.7

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 September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Net income/(loss)

21,761

(3,908)

(53.7)

23,445

(11,792)

(162.1)

Foreign currency translation adjustment:

Foreign currency translation and other, net of tax of nil

10,590

135

1.9

18,308

(1,239)

(17.0)

Reclassification adjustment, net of tax of nil

893

-

-

893

-

-

Total other comprehensive income/(loss)

11,483

135

1.9

19,201

(1,239)

(17.0)

Total comprehensive income/(loss)

33,244

(3,773)

(51.8)

42,646

(13,031)

(179.1)

Total comprehensive (income)/loss attributable to noncontrolling interests

(827)

626

8.6

(1,152)

1,437

19.7

Total comprehensive income/(loss) attributable to Yandex N.V.

32,417

(3,147)

(43.2)

41,494

(11,594)

(159.4)

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)

Nine months ended September 30,

Notes

2020

2021

2021

RUB

RUB

$

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

Net income/(loss)

23,445

(11,792)

(162.1)

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Depreciation of property and equipment

7

10,218

12,719

174.8

Amortization of intangible assets

9

2,624

4,314

59.3

Amortization of content assets

11

2,276

5,445

74.8

Operating lease right-of-use assets amortization and the lease liability accretion

7,036

8,040

110.5

Amortization of debt discount and issuance costs

13

1,141

1,554

21.4

Share-based compensation expense

14

10,913

15,801

217.2

Deferred income tax benefit

(15)

(5,403)

(74.3)

Foreign exchange gains

4

(3,632)

(86)

(1.2)

Effect of Yandex.Market consolidation

(19,230)

-

-

Other

3,289

(2,286)

(31.4)

Changes in operating assets and liabilities excluding the effect of acquisitions:

Accounts receivable, net

222

(6,437)

(88.5)

Prepaid expenses and other assets

808

(17,273)

(237.3)

Inventory

(3,907)

(2,257)

(30.9)

Accounts payable and accrued liabilities

(5,114)

9,897

136.0

Deferred revenue

666

1,173

16.1

Bank deposits and liabilities

-

(48)

(0.7)

Content assets

(4,797)

(9,603)

(132.0)

Content liabilities

523

2,132

29.3

Net cash provided by operating activities

26,466

5,890

81.0

CASH FLOWS (USED IN)/PROVIDED BY INVESTING ACTIVITIES:

Purchases of property and equipment and intangible assets

(17,375)

(25,742)

(353.8)

Proceeds from sale of property and equipment

74

62

0.9

Acquisitions of businesses, net of cash acquired

3

(33,469)

(8,236)

(113.2)

Investments in non-marketable equity securities

(15)

(658)

(9.0)

Proceeds from sale of marketable equity securities

-

5,652

77.7

Investments in marketable equity securities

-

(9,869)

(135.6)

Investments in term deposits

(267,957)

(240,676)

(3,307.8)

Maturities of term deposits

161,456

292,031

4,013.6

Loans granted

-

(1,103)

(15.3)

Proceeds from repayments of loans

391

1,277

17.6

Net cash (used in)/provided by investing activities

(156,895)

12,738

175.1

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)

Nine months ended September 30,

Notes

2020

2021

2021

RUB

RUB

$

CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:

Proceeds from exercise of share options

88

1,039

14.3

Repurchases of share options

(642)

(67)

(0.9)

Proceeds from issuance of convertible debt

82,046

-

-

Payment of debt issuance costs

(11)

-

-

Proceeds from issuance of ordinary shares

72,650

-

-

Ordinary shares issuance costs

(91)

-

-

Repurchases of ordinary shares

(10,165)

(3,530)

(48.5)

Repayments of overdraft borrowings

-

(397)

(5.5)

Payment of contingent consideration and holdback amount

(63)

(5,504)

(75.6)

Payment for finance leases

(311)

(436)

(6.0)

Other financing activities

(113)

(286)

(4.0)

Purchase of redeemable noncontrolling interests

(3,078)

(1,194)

(16.4)

Purchase of non-redeemable noncontrolling interests

3

(1,709)

(58,363)

(802.1)

Net cash provided by/(used in) financing activities

138,601

(68,738)

(944.7)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents

28,888

(849)

(11.8)

Net change in cash and cash equivalents, and restricted cash and cash equivalents

37,060

(50,959)

(700.4)

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

56,453

132,446

1,820.3

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

93,513

81,487

1,119.9

RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:

Cash and cash equivalents, beginning of period

56,415

132,398

1,819.6

Restricted cash and cash equivalents, beginning of period

38

48

0.7

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

56,453

132,446

1,820.3

Cash and cash equivalents, end of period

93,463

81,425

1,119.1

Restricted cash and cash equivalents, end of period

50

62

0.8

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

93,513

81,487

1,119.9

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes

7,163

10,460

143.8

Cash paid for acquisitions

39,675

8,912

122.5

Convertible notes coupon paid

346

688

9.5

Interest paid for finance leases

67

301

4.1

Operating cash flows from operating leases

7,200

8,696

119.5

Non-cash operating activities:

Increase of right-of-use assets due to new operating lease and lease modification

4,279

22,280

306.2

Non-cash investing activities:

Acquired property and equipment and intangible assets not yet paid for

2,326

7,665

105.3

Non-cash financing activities:

Increase of right-of-use assets due to new finance lease and lease modification

3,435

11,531

158.5

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 September 30, 2020

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

interests

RUB

RUB

RUB

RUB

RUB

RUB

RUB

RUB

RUB

Balance as of June 30, 2020

1

-

350,074,420

275

(3,690)

145,975

11,528

122,944

20,524

297,556

15,081

Share-based compensation expense

-

-

-

-

-

5,683

-

-

-

5,683

-

Exercise of share options

-

-

2,195,030

-

-

44

-

-

-

44

-

Tax withholding related to exercise of share awards

-

-

-

-

-

(47)

-

-

-

(47)

-

Reissue of shares for options exercised

-

-

-

-

3,685

(3,685)

-

-

-

-

-

Repurchase of share options

-

-

-

-

-

8,783

-

(2,183)

-

6,600

(9,523)

Foreign currency translation adjustment

-

-

-

-

-

-

9,453

-

1,066

10,519

-

Acquisition of Yandex Market

-

-

-

-

-

-

-

-

47

47

493

Disposal of investment in Yandex.Money (Note 4)

-

-

-

-

-

-

893

-

-

893

-

Yandex Self-Driving and Yandex Drive Car-Sharing
Businesses Restructure

-

-

-

-

-

(1,561)

71

-

(219)

(1,709)

-

Change in redemption value of redeemable noncontrolling interests

-

-

-

-

-

-

-

371

-

371

(371)

Net income

-

-

-

-

-

-

-

22,000

(242)

21,758

3

Other

-

-

-

3

(3)

(17)

-

(3)

1

(19)

-

Balance as of September 30, 2020

1

-

352,269,450

278

(8)

155,175

21,945

143,129

21,177

341,696

5,683

Three months ended September 30, 2021

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

interests

RUB

RUB

RUB

RUB

RUB

RUB

RUB

RUB

RUB

Balance as of June 30, 2021

1

-

357,380,343

280

(5)

173,080

16,332

139,330

19,235

348,252

1,783

Share-based compensation expense

-

-

-

-

-

5,071

-

-

-

5,071

-

Exercise of share options

-

-

1,759,817

-

-

174

-

-

-

174

-

Tax withholding related to exercise of share awards

-

-

-

-

-

(59)

-

-

-

(59)

-

Reissue of shares for options exercised

-

-

-

-

1

(2)

-

-

-

(1)

-

Repurchase of shares

-

-

(581,164)

-

(3,356)

-

-

-

-

(3,356)

-

Repurchase of share options

-

-

-

-

-

216

-

(13)

-

203

(741)

Foreign currency translation adjustment

-

-

-

-

-

-

(206)

-

(103)

(309)

-

Change in redemption value of redeemable noncontrolling interests

-

-

-

-

-

-

-

(16)

-

(16)

16

Transaction with Uber (Note 3)

-

-

-

-

-

(69,676)

444

-

(3,756)

(72,988)

-

Net loss

-

-

-

-

-

-

-

(3,385)

(523)

(3,908)

-

Other

-

-

-

1

(1)

-

-

4

-

4

-

Balance as of September 30, 2021

1

-

358,558,996

281

(3,361)

108,804

16,570

135,920

14,853

273,067

1,058

Balance as of September 30, 2021, $

-

3.9

(46.2)

1,495.4

227.7

1,868.0

204.1

3,752.9

14.5

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

F-7

YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)

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

Nine months ended September 30, 2020

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, 2019

1

-

329,858,166

261

(411)

68,050

4,848

121,786

20,261

214,795

14,246

Effect of adoption of ASU 2016-13

-

-

-

-

-

-

-

(232)

(16)

(248)

-

Adjusted balance as of January 1, 2020

1

-

329,858,166

261

(411)

68,050

4,848

121,554

20,245

214,547

14,246

Share-based compensation expense

-

-

-

-

-

11,177

-

-

-

11,177

-

Exercise of share options

-

-

5,116,607

-

-

93

-

-

-

93

-

Tax withholding related to exercise of share awards

-

-

-

-

-

(116)

-

-

-

(116)

-

Repurchases of shares

-

-

(4,228,163)

-

(10,586)

-

-

-

-

(10,586)

-

Reissue of shares for options exercised

-

-

-

-

10,993

(10,993)

-

-

-

-

-

Repurchase of share options

-

-

-

-

-

9,000

-

(2,199)

-

6,801

(9,724)

Issuance of convertible debt

-

-

-

-

-

6,792

-

-

-

6,792

-

Issue of new shares (Public Offering and PIPE)

-

-

21,522,840

17

-

72,538

-

-

-

72,555

-

Foreign currency translation adjustment

-

-

-

-

-

-

16,133

-

2,052

18,185

52

Acquisition of Yandex Market

-

-

-

-

-

-

-

-

47

47

493

Disposal of investment in Yandex.Money (Note 4)

-

-

-

-

-

-

893

-

-

893

-

Yandex Self-Driving and Yandex Drive Car-Sharing
Businesses Restructure

-

-

-

-

-

(1,561)

71

-

(219)

(1,709)

-

Change in redemption value of redeemable noncontrolling interests

-

-

-

-

-

-

-

(619)

-

(619)

619

Net income/(loss)

-

-

-

-

-

-

-

24,397

(949)

23,448

(3)

Other

-

-

-

-

(4)

195

-

(4)

1

188

-

Balance as of September 30, 2020

1

-

352,269,450

278

(8)

155,175

21,945

143,129

21,177

341,696

5,683

Nine months ended September 30, 2021

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, 2020

1

-

354,210,532

278

(6)

160,857

17,923

145,789

20,094

344,935

3,167

Share-based compensation expense

-

-

-

-

-

15,899

-

-

-

15,899

-

Exercise of share options

-

-

4,929,628

-

-

1,030

-

-

-

1,030

-

Tax withholding related to exercise of share awards

-

-

-

-

-

(180)

-

-

-

(180)

-

Reissue of shares for options exercised

-

-

-

-

4

(5)

-

-

-

(1)

-

Repurchases of shares

-

-

(581,164)

-

(3,356)

-

-

-

-

(3,356)

-

Repurchase of share options

-

-

-

-

-

627

-

1

-

628

(1,717)

Change in redemption value of redeemable noncontrolling interests

-

-

-

-

-

-

-

392

-

392

(392)

Foreign currency translation adjustment

-

-

-

-

-

-

(1,795)

-

114

(1,681)

-

Transaction with Uber (Note 3)

-

-

-

-

-

(69,676)

444

-

(3,756)

(72,988)

-

Net loss

-

-

-

-

-

-

-

(10,241)

(1,551)

(11,792)

-

Other

-

-

-

3

(3)

252

(2)

(21)

(48)

181

-

Balance as of September 30, 2021

1

-

358,558,996

281

(3,361)

108,804

16,570

135,920

14,853

273,067

1,058

Balance as of September 30, 2021, $

-

3.9

(46.2)

1,495.4

227.7

1,868.0

204.1

3,752.9

14.5

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

F-8

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, together with its consolidated subsidiaries (collectively "Yandex" or the "Company"), is a technology company that builds intelligent products and services powered by machine learning. Yandex is one of Europe's largest internet companies 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 Yandex LLC, incorporated in the Russian Federation in October 2000, and other subsidiaries.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") 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-month and nine-month periods ended September 30, 2021 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, 2020.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair statement of its financial position as of September 30, 2021, 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, 2020, was derived from audited annual consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2020 but does not contain all of the related footnote disclosures.

There have been no material changes in the Company's significant accounting policies and estimates as compared to those described in the Company's Annual Report on Form 20-F for the year ended December 31, 2020, except for updates of the accounting policies in relation to the new music content acquired in 2021 and in relation to certain investments in marketable securities.

In 2021 the Company acquired music content for customers through licensing agreements with fixed payment schedules. The Company recognizes an intangible asset within the content assets, net lines of the unaudited condensed consolidated balance sheets and a corresponding liability for the amounts owed. The Company amortizes these content assets in the cost of revenues line on the unaudited condensed consolidated statements of operations based on the estimated number of paying subscribers. Payments for these content assets, including additions to assets and the changes in related liabilities, are classified within net cash from operating activities in the unaudited condensed consolidated statements of cash flows.

In 2021 the Company invested a small portion of its cash reserves in special purpose acquisition companies ("SPACs"). The Company accounts for the investments in SPACs as marketable equity securities measured at fair value with both realized and unrealized gains and losses recognized within the other income/(loss), net line of the unaudited condensed consolidated statements of operations based on the readily determinable fair values available on a securities exchange registered with the U.S. Securities and Exchange Commission. The Company presents investments in SPACs in the investments in marketable equity securities line of the unaudited condensed consolidated balance sheets. Payments for and the sales of these investments are presented in the unaudited condensed consolidated statements of cash flows within the investments in marketable securities and proceeds from sales of marketable securities lines, respectively.

The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results expected for the year ending December 31, 2021 or any other future period. Additionally, there are many uncertainties regarding the ongoing coronavirus ("COVID-19") pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it has impacted and may continue to impact its customers, employees, suppliers, vendors, and other business partners.

F-7

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)

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and amounts of revenues and expenses for the reporting period. The Company bases its estimates on historical experience and on various other assumptions, the results of which form the basis for making judgments about the carrying values of assets and liabilities, that are believed to be reasonable. These estimates are inherently subject to judgment and actual results could differ from those estimates.

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 72.7608 to $1.00, the exchange rate as of September 30, 2021 (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.

Reclassifications and changes in presentation

Certain reclassification has been made to the prior year consolidated balance sheets due to the separation of certain line items:

As of December 31, 2020

As previously reported

Adjustment

As revised

RUB

RUB

RUB

Finance lease liabilities

-

3,387

3,387

Other accrued liabilities

4,846

(3,387)

1,459

VAT reclaimable

-

7,573

7,573

Other current assets

12,950

(7,573)

5,377

Total

17,796

-

17,796

Revision of Previously Issued Financial Statements

In the first quarter of 2021 the Company corrected the Dutch VAT returns of Yandex N.V. for periods beginning in 2016 through the fourth quarter of 2020. The Company revised its previously issued consolidated financial statements for the periods impacted. Refer to Note 16 for additional information.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company adopted the standard effective January 1, 2021, without significant impact on the unaudited condensed consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, "Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815," which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the standard effective January 1, 2021, 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 and nine months ended September 30, 2020 and 2021 is computed on the basis of the weighted average number of ordinary shares using the two class method. Basic net income/(loss) per share is computed using the weighted average number of ordinary shares

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)

during the period and including vested restricted share units. 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 September 30, 2020 and 2021, was nil and 5,762,917 respectively and for the nine months ended September 30, 2020 and 2021, was 504,000 and 8,987,457, respectively.

The convertible notes due in 2025 provide for a flexible settlement feature. The Company intends to settle upon conversion the principal amount of the debt for cash. The convertible debt is included in the calculation of diluted net income per share if its inclusion is dilutive under the treasury stock method. The convertible debt was anti-dilutive in the three and nine months ended September 30, 2020 and 2021.

The components of basic and diluted net income/(loss) per share were as follows:

Three Months ended September 30,

2020

2021

Class A

Class B

Class A

Class A

Class B

Class B

RUB

RUB

RUB

$

RUB

$

Net income/(loss), allocated for basic

19,764

2,236

(3,053)

(42.0)

(332)

(4.5)

Reallocation of net income/(loss) as a result of conversion of Class B to Class A shares

2,236

-

(332)

(4.5)

-

-

Reallocation of net income to Class B shares

-

(68)

-

-

-

-

Dilution in Classifieds

(22)

-

-

-

-

-

Net income/(loss), allocated for diluted

21,978

2,168

(3,385)

(46.5)

(332)

(4.5)

Weighted average ordinary shares used in per share
computation - basic

315,664,026

35,708,674

327,692,157

327,692,157

35,698,674

35,698,674

Dilutive effect of:

Conversion of Class B to Class A shares

35,708,674

-

35,698,674

35,698,674

-

-

Share-Based Awards

10,568,454

-

-

-

-

-

Weighted average ordinary shares used in
per share computation - diluted

361,941,154

35,708,674

363,390,831

363,390,831

35,698,674

35,698,674

Net income/(loss) per share attributable to
ordinary shareholders:

Basic

62.61

62.61

(9.32)

(0.13)

(9.32)

(0.13)

Diluted

60.72

60.72

(9.32)

(0.13)

(9.32)

(0.13)

Nine Months ended September 30,

2020

2021

Class A

Class B

Class A

Class A

Class B

Class B

RUB

RUB

RUB

$

RUB

$

Net income/(loss), allocated for basic

21,772

2,625

(9,231)

(126.9)

(1,010)

(13.8)

Reallocation of net income/(loss) as a result of conversion of Class B to Class A shares

2,625

-

(1,010)

(13.8)

-

-

Reallocation of net income to Class B shares

-

(80)

-

-

-

-

Dilution in Classifieds

(32)

-

-

-

-

-

Net income/(loss), allocated for diluted

24,365

2,545

(10,241)

(140.7)

(1,010)

(13.8)

Weighted average ordinary shares used in per share
computation - basic

300,346,867

36,211,307

326,392,315

326,392,315

35,705,051

35,705,051

Dilutive effect of:

Conversion of Class B to Class A shares

36,211,307

-

35,705,051

35,705,051

-

-

Share-Based Awards

10,170,220

-

-

-

-

-

Weighted average ordinary shares used in
per share computation - diluted

346,728,394

36,211,307

362,097,366

362,097,366

35,705,051

35,705,051

Net income/(loss) per share attributable to
ordinary shareholders:

Basic

72.49

72.49

(28.28)

(0.39)

(28.28)

(0.39)

Diluted

70.27

70.27

(28.28)

(0.39)

(28.28)

(0.39)

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)

3. BUSINESS COMBINATIONS AND INVESTMENT TRANSACTIONS

Transaction with Uber

On August 30, 2021, the Company entered into a Framework Agreement with Uber Technologies, Inc., and certain of its affiliates ("Uber"), to restructure their joint ventures, MLU B.V. ("MLU") and Yandex Self Driving Group B.V. ("SDG"). Pursuant to this agreement, for total consideration of $1,000 in cash, the Company has acquired from Uber its entire equity interest in SDG and an additional 4.5% (4.6% based on the total number of outstanding shares) interest in MLU, both of which were completed in September 2021, as well as Uber's entire indirect interest in Yandex.Eats, Yandex.Lavka and Yandex.Delivery (the "Demerged Businesses"), each of which is expected to be demerged from MLU by the end of 2021. The transaction provides the Company and its employees a total of 71.0% (70.2% based on the total number of outstanding shares) ownership in the newly restructured MLU which will focus on mobility businesses, including ride-hailing and car-sharing services.

On September 7, 2021 (the "Initial Closing"), the Company paid $800 (RUB 58,363 at the exchange rate as of Initial Closing) in cash under the agreed payment terms and following the completed milestones of the transaction. The remaining $200 (RUB 14,591 at the exchange rate as of Initial Closing) of consideration is to be paid upon the completion of the demerger and subsequent transfer of Uber's shares in Demerged Businesses, which are expected to take place by the end of 2021.

Since the Framework Agreement includes an obligation of the Company to pay $200 (RUB 14,591 at the exchange rate as of Initial Closing) upon completion of the transaction, the Company has recorded a liability of $198 (RUB 14,448 at the exchange rate as of Initial Closing), representing the present value of the remaining payment due to Uber. Upon completion of the transaction, the Company will have fully acquired the non-controlling interest relating to the Demerged Businesses. Accordingly, no earnings are allocated to the noncontrolling interest relating to the Demerged Businesses after the Initial Closing, as these interests are considered to be mandatorily redeemable. In order to account for all of the equity ownership changes contemplated in the transaction, the Company reduced the amount of the non-controlling interest and additional paid-in capital by RUB 3,756 ($51 at the exchange rate as of Initial Closing) and RUB 69,676 ($955 at the exchange rate as of Initial Closing), respectively.

Under the terms of the Framework Agreement, the Company has also received an American call option to acquire Uber's remaining 29.0% (29.8% based on the total number of outstanding shares) interest in the newly restructured MLU during the two-year period beginning on the Initial Closing. The call option has an initial exercise price of $1,811 (RUB 132,119 at the exchange rate as of Initial Closing) which increases to approximately $2,005 (RUB 146,272 at the exchange rate as of Initial Closing) if exercised in September 2023. The call option is determined to be embedded in the non-controlling interest in the newly restructured MLU and did not fall under the guidance of ASC 480 nor meet the definition of a derivative under ASC 815. Therefore, the call option does not impact the accounting of the remaining noncontrolling interest in the newly restructured MLU.

Acquisition of Axelcroft Group

On February 2, 2021, MLU entered into a share purchase agreement ("SPA") with Fasten CY Limited (together referred to as "parties") and completed the acquisition of 100% of the shares of Axelcroft Limited and its subsidiaries ("Axelcroft Group"), representing certain components of the ride-hailing and cargo business of Vezet Group. The transaction will allow the Company to strengthen its position and enhance customer care across Russian regions. The Company expects to achieve synergies and cost reductions resulting from increased operating efficiency due to an improved balance of supply and demand in Russian regions. The Company applied the acquisition method to account for the transaction according to U.S. GAAP requirements.

The acquisition-date fair value of the consideration payable amounted to RUB 12,916 ($177.5), including RUB 7,300 ($100.3) paid in cash at the acquisition date in U.S. dollars ($96.7 at the exchange rate as of acquisition date) and a holdback amount and contingent consideration of up to RUB 5,616 ($77.2) subject to successful achievement of certain integration milestones and other purchase price adjustments.

The contingent consideration consists of up to $61.3 (undiscounted) (RUB 4,625 (undiscounted) at the exchange rate as of acquisition date) payable to Fasten CY Limited, depending on Axelcroft Group meeting defined integration performance targets. The fair value of contingent consideration at the acquisition date was estimated at $60.4 (RUB 4,557 at the exchange rate as of the acquisition date). The Company estimated the fair value of the integration

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)

consideration based on probability adjusted present value of consideration expected to be transferred using significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined by ASC 820. Key assumptions used in these estimates include discount rates and probability assessments with respect to the likelihood of achieving the performance targets given the integration mechanism and the tools available under SPA to the parties to achieve integration milestones.

In July 2021, the parties completed the assessment of the achieved integration performance targets and determined the integration milestone payments due in connection with the acquisition of Axelcroft Group. The total amount paid was RUB 5,791 ($79.6) ($78.7 at the exchange rate as of payment date), consisting of RUB 4,509 ($62.0) ($61.3 at the exchange rate as of payment date) of integration consideration and RUB 1,282 ($17.6) of holdback amount.

Set out below is the condensed balance sheet of Axelcroft Group as of February 2, 2021, reflecting the allocation of the purchase price to net assets acquired.

February 2,
2021

RUB

ASSETS:

Cash and cash equivalents

72

Intangible assets

1,774

Goodwill

12,250

Other current and non-current assets

1,474

Total assets

15,570

LIABILITIES:

Deferred income tax liabilities

323

Other current and non-current liabilities

2,331

Total liabilities

2,654

Total net assets acquired

12,916

Total purchase consideration

12,916

Of the RUB 1,774 ($24.4) allocated to intangible assets, RUB 1,024 ($14.1) and RUB 292 ($4.0) relates to the acquired customer relationships and trademarks of Vezet Group, included in the customer relationships and trade names and domain names categories (Note 9), respectively, which will be amortized over a period of 10 years; and RUB 258 ($3.5) represents driver relationships, included in the customer relationships category (Note 9), that will be amortized over a period of 2 years. RUB 200 ($2.7) were assigned to IT software and technology, included in the content and software category (Note 9), which are mainly represented by driver and client mobile applications that were discontinued at the end of the technical integration period, April 2, 2021, and therefore were fully amortized as of March 31, 2021. The Company used the income approach for the estimation of the fair value of customer relationships and trademarks, and the cost approach for IT software and technology and driver relationships. The most significant quantitative inputs used for the valuation of client relationships and trademarks were future revenue growth rates, projected adjusted profitability margins and user retention rates. The most significant quantitative input used for the valuation of IT software technology was time in man-hours required to reconstruct the software applications. The most significant quantitative input used for the valuation of driver relationships was driver acquisition costs. These inputs are not observable in the market and thus represents a Level 3 measurement as defined by ASC 820.

Goodwill recognized in the amount of RUB 12,250 ($168.4) is attributable primarily to the expected synergies described above and was assigned to the Taxi reportable segment. None of the goodwill is expected to be deductible for income tax purposes.

The Company recognized separately from the acquisition RUB 408 ($5.6) of acquisition related costs that were expensed in the current period. These costs were recorded in sales, general and administrative expenses in the unaudited condensed consolidated statements of operations.

The revenue and earnings of Axelcroft Group for the period prior to acquisition would not have had a material impact on the Company's revenue and earnings for the three and nine months ended September 30, 2021 and 2020. Accordingly, no pro forma financial information is presented. The Company has determined that the presentation of

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)

revenue and earnings of Axelcroft Group from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

Acquisition of Acropol Bank

On July 16, 2021, the Company completed the acquisition of a 100% ownership interest in Commercial Bank ACROPOL, JSC ("Acropol Bank" or "Acropol"). As a result of the acquisition, the Company received all of Acropol's licenses, including a universal banking license. Cash consideration transferred totaled RUB 986 ($13.6). The acquisition was accounted for as a business combination.

Set out below is the condensed balance sheet of the Acropol Bank as of July 16, 2021, reflecting the allocation of the purchase price to net assets acquired:

July 16, 2021

RUB

ASSETS:

Cash and cash equivalents

597

Investments in debt securities, current

556

Goodwill

105

Other current and non-current assets

44

Total assets

1,302

LIABILITIES:

Other current and non-current liabilities

316

Total liabilities

316

Total net assets acquired

986

Total purchase consideration

986

The results of operations of Acropol for the period prior to the acquisition would not have had a material impact on the Company's results of operations for the nine months ended September 30, 2020 and 2021. Accordingly, no pro forma financial information is presented. The results of operations of Acropol after the acquisition did not have a material impact on the Company's results of operations for the nine months ended September 30, 2021.

Other

During the nine-month period ended September 30, 2021, the Company completed other acquisitions for a total consideration of approximately RUB 1,575 ($21.6). In aggregate, RUB 6 ($0.1) cash was acquired, RUB 623 ($8.6) was attributed to intangible assets, RUB 1,071 ($14.7) was attributed to goodwill, and RUB 124 ($1.7) was attributed to deferred tax liabilities. Goodwill is mainly attributable to the Classifieds reportable segment and primarily arises due to specific synergies that result from the integration with the existing operations of other businesses or technologies of the Company.

4. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DETAILS

Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Cash

60,006

33,631

462.2

Cash equivalents:

Bank deposits

72,369

47,573

653.8

Other cash equivalents

23

221

3.1

Total cash and cash equivalents

132,398

81,425

1,119.1

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)

Current expected credit losses for cash, cash equivalents, term deposits, funds receivable and other financial assets were immaterial for the three and nine months ended September 30, 2020 and 2021. All of the Company's cash is held at financial institutions that management believes to be of high credit quality.

Accounts Receivable, Net

Accounts receivable as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Trade accounts receivable

27,238

34,681

476.6

Allowance for credit losses

(1,798)

(2,570)

(35.3)

Total accounts receivable, net

25,440

32,111

441.3

Movements in the allowance for current expected credit losses on trade receivables for the three and nine months ended September 30, 2020 and 2021 were as follows:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Balance at the beginning of period

1,187

2,134

29.3

815

1,798

24.7

Adoption of ASU No. 2016-13

-

-

-

214

-

-

Current period provision for expected credit losses

344

450

6.2

559

979

13.5

Write-off

(67)

(14)

(0.2)

(157)

(194)

(2.7)

Foreign exchange difference

49

-

-

82

(13)

(0.2)

Balance at the end of period

1,513

2,570

35.3

1,513

2,570

35.3

The Company's past due receivables exceeding one year were in the amount of RUB 1,063 and RUB 1,378 ($18.9) of December 31, 2020 and September 30, 2021, respectively.

Other Current Assets

Other current assets as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Loans to employees

1,238

2,214

30.4

Prepaid income tax

1,484

1,764

24.2

Other receivables

819

724

10.0

Loans granted to third parties

528

503

6.9

Interest receivable

426

496

6.8

Contract assets

-

361

5.0

Prepaid other taxes

148

127

1.7

Loans granted to related parties

6

54

0.7

Content assets

499

-

-

Restricted cash

29

23

0.3

Other

200

691

9.6

Total other current assets

5,377

6,957

95.6

The loans granted to third parties as of September 30, 2021 represent RUB denominated loans bearing interest of 3-15% which are expected to be fully repaid, along with accrued interest within 12 months after the reporting date.

The accrued interest receivable is excluded from the amortized cost basis of financing receivables. The Company did not write-off any accrued interest receivable during the three and nine months ended September 30, 2020 and 2021.

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)

Other Non-current Assets

Other non-current assets as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Loans to employees

3,855

4,868

66.9

VAT reclaimable

718

678

9.3

Contract assets

234

502

6.9

Other receivables

-

321

4.4

Loans granted to related parties

32

272

3.7

Restricted cash

19

39

0.5

Other non-current assets

35

940

13.0

Total other non-current assets

4,893

7,620

104.7

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of December 31, 2020 and September 30, 2021 comprised the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Trade accounts payable and accrued liabilities

27,272

46,171

634.6

Liability from transaction with Uber (Note 3)

-

14,410

198.0

Operating lease liabilities, current (Note 8)

8,620

10,078

138.5

Salary and other compensation expenses payable/accrued to employees

4,046

8,892

122.2

Content liabilities

3,326

5,684

78.1

Finance lease liability, current (Note 8)

321

1,206

16.6

Accounts payable for acquisition of businesses

49

731

10.0

Total accounts payable and accrued liabilities

43,634

87,172

1,198.0

Investments in marketable equity securities

As of September 30, 2021 investments in current marketable equity securities in the amout of RUB 3,792 ($52.1) consisted of the investments in SPACs.

Interestincome

The following table presents the components of interestincome for the three and nine months ended September 30, 2020 and 2021:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Bank deposits

894

887

12.2

2,280

2,859

39.3

Other

115

259

3.6

428

644

8.8

Total interest income

1,009

1,146

15.8

2,708

3,503

48.1

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)

Other Income/(loss), Net

The following table presents the components of other income/(loss), net for the three and nine months ended September 30, 2020 and 2021:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Foreign exchange gains

478

377

5.2

3,632

86

1.2

Loss from equity method investment in Yandex.Market

(119)

-

-

(2,470)

-

-

Income from investments in venture capital funds

133

2,333

32.1

148

3,187

43.8

Income from equity method investment in Yandex.Money

51

-

-

316

-

-

Loss on divestment of Yandex.Money

(926)

-

-

(926)

-

-

Other

(57)

(20)

(0.4)

99

100

1.4

Total other income/(loss), net

(440)

2,690

36.9

799

3,373

46.4

In July 2020, the Company completed the acquisition of Sberbank's interest in Yandex.Market (approximately 50%) and sold to Sberbank a 25% plus RUB 1 interest in Yandex.Money. Prior to these transactions the Company accounted for its investments in Yandex.Market and Yandex.Money under the equity method.

Income and non-income taxes payable

Income and non-income taxes payable on the consolidated balance sheets includes income taxes payable in the amount of RUB 454 and RUB 437 ($6.0) as of December 31, 2020 and September 30, 2021, respectively.

Reclassifications Out of Accumulated Other Comprehensive Income

Reclassifications of losses out of accumulated other comprehensive income in the three and nine months ended September 30, 2020 and 2021 were as follows:

Location

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Foreign Currency Translation Adjustment, net of tax of nil

Other income/(loss), net

893

-

-

893

-

-

For the three and nine months ended September 30, 2020, the reclassifications resulted from the sale of a 25% plus one ruble interest in the charter capital of Yandex.Money.

5. DERIVATIVE AND NON-DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not enter into derivative arrangements for trading or speculative purposes. However, some of the Company's contracts have embedded derivatives that are bifurcated and accounted for separately from the host agreements. Also the Company uses derivative financial instruments to protect the Company from the risk that the future U.S. dollar-denominated cash flows related to the purchases of its servers and network equipment will be adversely affected by changes in the exchange rates.

The Company recognizes such derivative instruments as either assets or liabilities on the consolidated balance sheets at fair value and records changes in the fair value of the derivatives in the consolidated balance sheets through accumulated other comprehensive income.

The Company recognized RUB 74 ($1.0) of derivative liabilities as of September 30, 2021 in the unaudited condensed consolidated balance sheet. No derivatives were recognized as of December 31, 2020.

The effect of derivative instruments not designated as hedging instruments on income amounted to nil for the three months ended September 30, 2020 and 2021, respectively, and to a loss of RUB 1,647 and nil for the nine months ended September 30, 2020 and 2021, respectively.

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)

6. FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities as of December 31, 2020 and September 30, 2021, including those measured at fair value on a recurring basis, consisted of the following:

December 31, 2020

September 30, 2021

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 to employees and related parties

-

5,131

-

5,131

-

6,990

-

6,990

96.1

Loans granted to third parties

-

546

-

546

-

503

-

503

6.9

Marketable securities

-

-

-

-

3,792

-

-

3,792

52.1

Investments in debt securities

-

-

-

-

152

505

-

657

9.0

-

5,677

-

5,677

3,944

7,998

-

11,942

164.1

Liabilities:

Convertible debt

-

119,739

-

119,739

-

126,683

-

126,683

1,741.1

Derivative contracts

-

-

-

-

-

74

-

74

1.0

Redeemable noncontrolling interests

-

-

3,167

3,167

-

-

1,058

1,058

14.5

-

119,739

3,167

122,906

-

126,757

1,058

127,815

1,756.6

The Company measures the fair value of convertible debt and loans to employees for disclosure purposes. The carrying amount and fair value of convertible debt and loans to employees as of December 31, 2020 and September 30, 2021 were as follows:

December 31, 2020

September 30, 2021

Carrying
amount

Fair
value

Carrying
amount

Fair
value

RUB

RUB

RUB

$

RUB

$

Assets:

Loans to employees and related parties

5,131

5,131

7,408

101.7

6,990

96.1

Loans granted to third parties

546

546

503

6.9

503

6.9

5,677

5,677

7,911

108.6

7,493

103.0

Liabilities:

Convertible debt (Note 13)

83,277

119,739

83,549

1,148.3

126,683

1,741.1

83,277

119,739

83,549

1,148.3

126,683

1,741.1

There were no transfers of financial assets and liabilities between the levels of the fair value hierarchy for the three and nine months ended September 30, 2020 and 2021.

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net of accumulated depreciation, as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Servers and network equipment

74,381

86,517

1,189.1

Land and buildings

18,587

18,857

259.2

Infrastructure systems

14,343

16,424

225.7

Office furniture and equipment

5,847

8,327

114.4

Finance lease right-of-use assets

3,858

15,865

218.0

Leasehold improvements

3,087

3,220

44.3

Other equipment

3,249

6,101

83.9

Assets not yet in use

5,817

12,386

170.2

Total

129,169

167,697

2,304.8

Less: accumulated depreciation

(67,397)

(78,909)

(1,084.5)

Total property and equipment, net

61,772

88,788

1,220.3

Assets not yet in use primarily represent infrastructure systems, computer equipment and other assets under installation, including related prepayments, and comprise the cost of the assets and other direct costs applicable to

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)

purchase and installation. Leasehold improvements included in assets not yet in use amounted to RUB 85 and RUB 252 ($3.5) as of December 31, 2020 and September 30, 2021, respectively.

Depreciation expenses related to property and equipment amounted to RUB 3,549 and RUB 4,704 ($64.6) for the three months ended September 30, 2020 and 2021, respectively, and RUB 10,218 and RUB 12,719 ($174.8) for the nine months ended September 30, 2020 and 2021, respectively.

8. LEASES

The Company has operating leases for corporate offices, warehouses, sorting centers, cars and parking spots. The Company's leases have remaining lease terms of 1 to 9 years, some of which include options to terminate the leases within 1 year.

The Company has finance leases for warehouses, call centers, sorting centers, cars and warehouse equipment. The Company's leases have remaining lease terms of 1 to 20 years, some of which include options to terminate the leases within 1 year.

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

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Total variable lease cost

817

543

7.5

1,677

1,609

22.1

Finance lease cost:

Amortization of right-of-use assets

51

311

4.3

159

610

8.4

Interest on lease liabilities

50

224

3.1

86

395

5.4

Total finance lease cost

101

535

7.4

245

1,005

13.8

Variable lease payments mainly relate to car leases for Yandex.Drive and represent mileage-based payments.

Supplemental balance sheet information related to leases was as follows:

December 31,2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Operating leases

Operating lease right-of-use assets

20,800

37,097

509.8

Operating lease liabilities, current (Note 4)

8,620

10,078

138.5

Operating lease liabilities, non-current

12,830

26,218

360.3

Total operating lease liabilities

21,450

36,296

498.8

Finance lease liability, current (Note 4)

321

1,206

16.6

Finance lease liability, non-current

3,387

13,697

188.2

Total finance lease liabilities

3,708

14,903

204.8

Maturities of lease liabilities as of September 30, 2021 were as follows:

Operating leases

Finance leases

RUB

$

RUB

$

Remainder of 2021

3,458

47.5

537

7.5

2022

12,169

167.2

2,141

29.4

2023

10,870

149.4

2,292

31.5

2024

6,743

92.7

2,118

29.1

2025

3,131

43.0

3,412

46.9

Thereafter

4,938

67.9

12,335

169.5

Total lease payments

41,309

567.7

22,835

313.9

Less imputed interest

(5,013)

(68.9)

(7,932)

(109.1)

Total

36,296

498.8

14,903

204.8

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)

Information about weighted-average remaining lease terms and weighted-average discount rates is presented below:

Weighted average remaining
lease term, years

Weighted average discount
rate, %

December 31, 2020

September 30, 2021

December 31, 2020

September 30, 2021

Operating leases

4.2

4.0

6.2%

6.2%

Finance leases

8.0

10.2

6.4%

7.0%

The Company recognized sublease income of RUB 2,712 and 3,457 RUB ($47.5) for the three months ended September 30, 2020 and 2021, respectively, and RUB 6,001 and 9,011 RUB ($123.9) for the nine months ended September 30, 2020 and 2021, respectively, presented within the revenues line in the unaudited condensed consolidated statements of income.

As of September 30, 2021, the Company had additional operating leases that have not yet commenced of RUB 1,903 ($26.2). These operating leases will commence in the remainder of fiscal year 2021 and 2022 with lease terms of 2 to 9 years.

As of September 30, 2021, the Company had additional finance leases of RUB 21,990 ($302.2) which have not yet commenced. These finance leases will commence in the remainder of fiscal year 2021 and 2022 with lease terms of 3 to 20 years.

9. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill for the three and nine months ended September 30, 2020 and 2021 were as follows:

Search and Portal

Taxi

Yandex.
Market

Classifieds

Media Services

Other business units and initiatives

Total

Total

RUB

RUB

RUB

RUB

RUB

RUB

RUB

$

Balance as of December 31, 2019

Gross amount of goodwill

2,527

43,682

-

5,194

2,140

-

53,543

-

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

-

2,527

42,920

-

5,194

1,564

-

52,205

-

Acquisitions

-

42

-

-

-

-

42

-

Balance as of June 30, 2020

Gross amount of goodwill

2,527

43,724

-

5,194

2,140

-

53,585

-

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

-

2,527

42,962

-

5,194

1,564

-

52,247

-

Acquisitions

-

-

53,770

-

-

-

53,770

-

Balance as of September 30, 2020

Gross amount of goodwill

2,527

43,724

53,770

5,194

2,140

-

107,355

-

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

-

2,527

42,962

53,770

5,194

1,564

-

106,017

-

Acquisitions

192

-

-

-

-

-

192

-

Remeasurement

-

-

(1,934)

-

-

-

(1,934)

-

Balance as of December 31, 2020

Gross amount of goodwill

2,719

43,724

51,836

5,194

2,140

-

105,613

1,451.5

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

(18.4)

2,719

42,962

51,836

5,194

1,564

-

104,275

1,433.1

Acquisitions (Note 3)

-

12,250

-

-

-

46

12,296

169.0

Balance as of June 30, 2021

Gross amount of goodwill

2,719

55,974

51,836

5,194

2,140

46

117,909

1,620.5

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

(18.4)

2,719

55,212

51,836

5,194

1,564

46

116,571

1,602.1

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)

Acquisitions (Note 3)

-

-

-

1,025

-

105

1,130

15.5

Balance as of September 30, 2021

Gross amount of goodwill

2,719

55,974

51,836

6,219

2,140

151

119,039

1,636.0

Accumulated impairment loss

-

(762)

-

-

(576)

-

(1,338)

(18.4)

2,719

55,212

51,836

6,219

1,564

151

117,701

1,617.6

Intangible assets, net of amortization, as of December 31, 2020 and September 30, 2021 consisted of the following intangible assets:

December 31, 2020

September 30, 2021

Less:

Net

Less:

Net

Net

Accumulated

carrying

Accumulated

carrying

carrying

Cost

amortization

value

Cost

amortization

value

value

RUB

RUB

RUB

RUB

RUB

RUB

$

Acquisition-related intangible assets:

Customer relationships

10,651

(1,793)

8,858

12,109

(2,427)

9,682

133.1

Content and software

8,905

(1,445)

7,460

8,608

(2,020)

6,588

90.5

Trade names and domain names

3,475

(1,696)

1,779

3,769

(2,080)

1,689

23.2

Supplier relationships

120

(18)

102

175

(30)

145

2.0

Other acquisition-related intangible assets

369

(369)

-

-

-

-

-

Total acquisition-related intangible assets:

23,520

(5,321)

18,199

24,661

(6,557)

18,104

248.8

Other intangible assets:

Technologies and licenses

7,709

(4,840)

2,869

8,584

(4,861)

3,723

51.2

Assets not yet in use

774

-

774

1,119

-

1,119

15.4

Total other intangible assets:

8,483

(4,840)

3,643

9,703

(4,861)

4,842

66.6

Total intangible assets

32,003

(10,161)

21,842

34,364

(11,418)

22,946

315.4

The following table represents the amortization of intangible assets for the three and nine months ended September 30, 2020 and 2021:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Acquisition-related intangible assets

739

796

10.9

1,251

2,537

34.9

Other intangible assets

492

635

8.8

1,373

1,777

24.4

Total amortization of intangible assets

1,231

1,431

19.7

2,624

4,314

59.3

10. INCOME TAX

Income taxes are computed in accordance with Russian Federation, Dutch and other national tax laws. The taxable income of Yandex LLC is subject to federal and local income tax at a combined nominal rate of 20% for the three and nine months ended September 30, 2020 and 2021. Yandex N.V. is incorporated in the Netherlands, and its taxable profits are subject to income tax at the rate of 25% for the three and nine months ended September 30, 2020 and 2021.

The Company recorded income tax expense of RUB 3,573 and RUB 1,122 ($15.4) for the three months ended September 30, 2020 and 2021, respectively, and RUB 9,229 and RUB 5,402 ($74.3) for the nine months ended September 30, 2020 and 2021, respectively.

The Company's tax provision for income taxes for interim periods is determined based on actual effective tax rate. The amount of income tax expense that would result from applying the Dutch statutory income tax rate to income before income taxes reconciled to the reported amount of income tax expense for the three and nine months ended September 30, 2020 and 2021 was as follows:

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)

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Expected provision at Dutch statutory income tax rate of 25%

6,334

(697)

(9.6)

8,169

(1,598)

(22.0)

Effect of:

Non-deductible share‑based compensation

1,017

1,284

17.6

2,757

3,950

54.3

Accrual/(reversal) of unrecognized tax benefit

(6)

(1)

-

48

1,300

17.9

Expenses not deductible for tax purposes

551

510

7.0

1,548

1,411

19.4

Change in valuation allowance

878

1,486

20.4

2,189

2,296

31.6

Tax on intercompany dividends

287

(1,375)

(18.9)

666

(838)

(11.5)

Equity method loss of Yandex.Market

30

-

-

618

-

-

Effect of Yandex.Market consolidation

(4,807)

-

-

(4,807)

-

-

Difference in foreign tax rates

(785)

(132)

(1.8)

(1,830)

(923)

(12.7)

Other

74

47

0.7

(129)

(196)

(2.7)

Provision for income taxes

3,573

1,122

15.4

9,229

5,402

74.3

As of December 31, 2020 and September 30, 2021, the Company included accrued interest and penalties related to unrecognized tax benefits, totaling RUB 157 and RUB 585 ($8.0), respectively, as a component of other accrued liabilities in the consolidated balance sheets.

As of December 31, 2020 and September 30, 2021, RUB 427 and RUB 1,459 ($20.1), respectively, of unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company does not anticipate significant increases or decreases in unrecognized income tax benefits over the next twelve months.

Movements in the valuation allowance for the three and nine months ended September 30, 2020 and 2021 were as follows:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Balance at the beginning of the period

(4,531)

(8,248)

(113.4)

(3,810)

(7,840)

(107.8)

Charges to expenses, net

(878)

(1,486)

(20.4)

(2,189)

(2,296)

(31.6)

Acquisition-related change

(796)

-

-

(796)

442

6.1

Other

160

211

2.9

750

171

2.4

Balance at the end of the period

(6,045)

(9,523)

(130.9)

(6,045)

(9,523)

(130.9)

11. CONTENT ASSETS, NET

Content assets, net as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Licensed content, net

Released licensed content, net

5,882

8,073

111.0

Advances for licensed content

-

852

11.6

Produced content, net

Released, less amortization

844

1,658

22.8

Completed and not released

116

-

-

In production and in development

1,121

2,121

29.2

Total

7,963

12,704

174.6

Less current content assets, net

499

-

-

Сontent assets, net

7,464

12,704

174.6

F-22

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The following table represents the amortization of content assets for the three and nine months ended September 30, 2020 and 2021:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Licensed content

690

2,271

31.2

2,043

5,248

72.1

Produced content

38

102

1.4

233

197

2.7

Total amortization of content assets

728

2,373

32.6

2,276

5,445

74.8

During the nine months ended September 30, 2021 the Company has entered into commitments for streaming content with future payments, excluding value added tax, amounting to RUB 1,497 in 2021, RUB 1,327 in 2022, RUB 882 in 2023 and RUB 42 in 2024 and thereafter.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of business, the Company is a party to various legal proceedings, and subject to claims, certain of which relate to copyright infringement, as well as to the alleged breach of certain contractual arrangements. The Company intends to vigorously defend any lawsuit and believes that the ultimate outcome of any pending litigation, other legal proceedings or other matters will have no material adverse effect on the financial condition, results of operations or liquidity of the Company.

As of December 31, 2020 and September 30, 2021, the Company recorded liabilities of RUB 39 and RUB 7 ($0.1) respectively, in the accounts payable and accrued liabilities line of the consolidated balance sheets for all pending legal matters that were probable and reasonably estimable.

As of September 30, 2021, the Company was subject to various legal and regulatory matters that have arisen in the normal course of business. Related claims amounted to RUB 3,399 ($46.7) and include, among others, employment related claims, data and privacy matters, claims for compensation in connection with car accidents in the Taxi segment, claims for termination of contracts, copyright infringement claims and other matters. Regulatory matters amounted to RUB 4,377 ($60.2) and include administrative proceedings before the Russian competition authority. The Company has not recognized a liability in respect of those claims and administrative proceedings because management does not believe that the Company has incurred a probable material loss by reason of any of those matters.

Environment and Current Economic Situation

The Company's operations are primarily located in the Russian Federation. Consequently, the Company is exposed to the economic and financial markets of the Russian Federation which display characteristics of an emerging market. The legal, tax and regulatory frameworks continue to develop and are subject to interpretation and frequent changes.

Taxes are subject to review and investigation by a number of authorities authorized by law to impose fines and penalties. Although the Company believes it has provided adequately for all tax liabilities based on its understanding of the tax legislation, the above factors may create tax risks for the Company. As of September 30, 2021, except for the income tax contingencies described above, the Company accrued RUB 2,415 ($33.2) for contingencies related to non-income taxes, including penalties and interest. Additionally, the Company has identified possible contingencies related to non-income taxes, which are not accrued. Such contingencies could materialize and require the Company to pay additional amounts of tax. As of September 30, 2021, the Company estimates such contingencies related to non-income taxes, including penalties and interest, to be up to approximately RUB 24,045 ($330.5).

Business, economic and other risk factors may make the Company's estimates or concentrations vulnerable to significant changes in the short term. The Company's evaluation of the effect that such risk factors may have on the unaudited condensed consolidated financial statements has not changed significantly since December 31, 2020.

F-23

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

13. CONVERTIBLE DEBT

The carrying value of the Company's convertible debt as of December 31, 2020 and September 30, 2021 consisted of the following:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

0.75% Convertible Senior Notes due March 2025

92,344

90,951

1,250.0

Unamortized debt discount

(8,343)

(6,817)

(93.7)

Unamortized debt issuance cost

(724)

(585)

(8.0)

Total convertible debt

83,277

83,549

1,148.3

The remaining unamortized debt discount of RUB 6,817 ($93.7) as of September 30, 2021 will be amortized over the remaining life of the convertible debt, which is approximately 3.4 years.

The Company recognized RUB 504 and RUB 518 ($7.1) as interest expense related to the amortization of the debt discount and issuance expenses and RUB 173 and RUB 172 ($2.4) as interest expenses related to the contractual interest coupon for the three months ended September 30, 2020 and 2021. The Company recognized RUB 1,141 and RUB 1,554 ($21.4) as interest expense related to the amortization of the debt discount and issuance expenses and RUB 394 and RUB 520 ($7.1) as interest expense related to the contractual interest coupon for the nine months ended September 30, 2020 and 2021. The effective interest rate on the liability component for the period was 3.3%.

As of September 30, 2021, none of the conditions allowing the conversion of the Notes were met and no redemption events occurred.

For additional details related to convertible debt, see Note 13 in the notes to consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2020.

14. SHARE-BASED COMPENSATION

The Company has granted Share-Based Awards to employees of the Company pursuant to its Fourth Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan") and the 2016 Equity Incentive Plan (the "2016 Plan," and together with the 2007 Plan, the "Plans").

Share-Based Compensation Expense

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

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Restricted Share Units ("RSUs")

3,419

3,968

54.5

8,743

11,644

160

Synthetic Options Programs

111

520

7.1

335

1,212

16.7

RSUs in respect of the Self-Driving Group

-

95

1.3

-

1,185

16.3

Performance Share Units ("PSUs")

-

333

4.6

-

965

13.3

Options

95

113

1.6

280

337

4.6

RSUs and Options in respect of MLU Group

115

66

0.9

1,199

202

2.8

Other Business Unit Equity Awards

213

40

0.6

356

256

3.5

Total sharebased compensation expenses

3,953

5,135

70.6

10,913

15,801

217.2

F-24

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 Plans

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, 2020

1,064,346

$

15.48

10,517,968

$

44.77

218,159

$

94.23

Granted

650,000

27.05

4,086,660

66.5

343,001

109.75

Vested

(364,020)

15.38

(3,962,577)

49.36

-

0

Forfeited

(138,334)

14.53

(1,085,480)

48.4

(10,964)

106.31

Cancelled

-

-

(169,285)

31.37

(117,918)

103.00

Non-vested as of September 30, 2021

1,211,992

$

21.82

9,387,286

$

52.11

432,278

$

103.85

As of September 30, 2021, there was RUB 37,684 ($517.9) 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 2.72 years.

Business Unit Equity Awards

The Company finalized the process of restructuring certain of the business units into separate legal structures in its Classifieds segment in 2016 and its Media Services segment in 2018 (together, the "Participating Subsidiaries") to align the incentives of the relevant employees with the operations of the Participating Subsidiaries. For the nine months ended September 30, 2021 the Company granted 0.1 million equity incentive awards under the 2016 Plan to the senior employees of these 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") and 2.1 million remain outstanding as of September 30, 2021. 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. Business Unit Equity Awards and any awards granted to management of the Participating Subsidiaries outside of the 2016 Plan are not to exceed 20% of such Participating Subsidiary's shares issued and outstanding from time to time.

Self-Driving Group 2021 Equity Incentive Plan

Yandex Self-Driving Group B.V., a subsidiary of the Company ("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.

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

RSUs

Quantity

Non-vested as of December 31, 2020

-

Granted

2,132,749

Vested

(1,098,019)

Non-vested as of September 30, 2021

1,034,730

As of September 30, 2021, the unvested SDG B.V. RSUs is expected to be recognized over a weighted average period of 2.96 years.

Synthetic Options Equity Incentive Plans

The Company also grants 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

F-25

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)

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. The Company estimates the fair value of Synthetic Options using the Monte-Carlo pricing model.

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

Options

Weighted

Average

Quantity

Grant Date

Fair Value

Non-vested as of December 31, 2020

452,685

RUB

1,625.0

Granted

1,679,987

3,627.8

Vested

(155,040)

5,098.4

Forfeited

(98,967)

4,918.8

Cancelled

(238,850)

890.1

Non-vested as of September 30, 2021

1,639,815

RUB

3,256.7

As of September 30, 2021, there was RUB 4,370 ($60.1) of unamortized share-based compensation expense related to unvested Synthetic Options which is expected to be recognized over a weighted average period of 3.23 years.

15. INFORMATION ABOUT SEGMENTS, REVENUES & GEOGRAPHIC AREAS

The Company determined its operating segments based on how the chief operating decision maker ("CODM") manages the business, allocate resources, makes operating decisions and evaluates operating performance. The Company determined the following operating and reportable segments: Search and Portal, Taxi, Yandex.Market, Classifieds and Media Services. The results of the Company's remaining operating segments, including self-driving vehicles business ("Yandex SDG"), Zen, Yandex.Cloud, Yandex.Education, Devices, FinTech, Yandex.Uslugi ("Services") and Yandex.Lavka experiments in international markets ("Lavka Overseas"), that do not meet the quantitative or the qualitative thresholds for disclosure, are combined into the other category defined as Other Business Units and Initiatives which is shown separately from the reportable segments and reconciling items.

Starting 2021, the Company introduced the following changes to its segments under which the Company reported quarterly financial results previously, in order to better reflect operational performance of businesses:

The Company transferred Devices and Yandex.TV from Search and Portal to the Other Business Units and Initiatives segment;
The Company transferred Geo from the Other Business Units and Initiatives segment to Search and Portal;
The Company transferred Yandex.Uslugi ("Services") from Search and Portal to the Other Business Units and Initiatives segment;

These changes are applied retroactively to all periods presented.

Reportable segments derive revenues from the following services:

Search and Portal, which includes Search, Geo, Yandex 360, Weather, News, Travel, Alice voice assistant and a number of other services offered in Russia, Belarus and Kazakhstan;
The Taxi segment includes mobility businesses, which consists of the Ride-hailing business (including Yandex.Taxi in Russia and 17 other countries across CIS and EMEA, and Uber in Russia and CIS) for both B2C and B2B, and Yandex.Drive, car-sharing business; the FoodTech businesses (including Yandex.Eats, a ready-to-eat and grocery delivery service, and Yandex.Lavka, a hyperlocal convenience store delivery service); and Yandex.Delivery (Logistics), a last-mile logistics solution for individuals, small and medium businesses and enterprises;

F-26

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 Yandex.Market segment includes marketplace, price comparison service, and several small experiments;
The Media Services segment includes the subscription service Yandex.Plus, Yandex.Music, KinoPoisk, Yandex.Afisha and production center Yandex.Studio;
The Classifieds segment includes Auto.ru, Yandex.Realty, Yandex.Jobs, and Yandex Classifieds.

Operating segments of the Company 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 Company considers it is 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 Company accounts for intersegment revenues as if the services were provided to third parties, that is, at the level approximating current market prices.

The measures of the segments' profits and losses that are used by the CODM to assess segment performance and decide how to allocate resources for the three and nine months ended September 30, 2020 and 2021 are presented below. The CODM does not evaluate operating segments using asset information and, accordingly, the Company does not report asset information by segments.

Three months ended September 30,

Nine months ended September 30,

2020*

2021

2021

2020*

2021

2021

RUB

RUB

$

RUB

RUB

$

Search and Portal:

Revenues

32,072

42,713

587.1

88,162

117,280

1,611.9

Depreciation and amortization

(3,455)

(4,106)

(56.5)

(10,133)

(11,516)

(158.3)

Adjusted operating income

13,373

16,646

228.8

32,625

44,784

615.6

Taxi:

Revenues

18,552

34,011

467.4

45,704

88,694

1,219.0

Depreciation and amortization

(443)

(675)

(9.3)

(1,295)

(1,965)

(27.0)

Adjusted operating income/(loss)

1,462

787

10.8

866

5,436

74.7

Yandex.Market:

Revenues

5,208

8,662

119.0

5,208

24,834

341.3

Depreciation and amortization

(585)

(888)

(12.2)

(585)

(2,315)

(31.8)

Adjusted operating loss

(1,169)

(12,106)

(166.4)

(1,169)

(29,028)

(399.0)

Media Services:

Revenues

1,773

4,311

59.2

4,906

11,891

163.4

Depreciation and amortization

(34)

(58)

(0.8)

(96)

(161)

(2.2)

Adjusted operating loss

(1,054)

(1,638)

(22.5)

(2,665)

(4,712)

(64.8)

Classifieds:

Revenues

1,586

2,078

28.6

3,960

5,856

80.5

Depreciation and amortization

-

(3)

-

(5)

(7)

(0.1)

Adjusted operating income/(loss)

495

465

6.4

466

1,574

21.6

Other Business Units and Initiatives:

Revenues

2,703

5,812

79.9

6,485

15,440

212.2

Depreciation and amortization

(182)

(331)

(4.5)

(486)

(861)

(11.8)

Adjusted operating loss

(2,165)

(3,870)

(53.2)

(6,132)

(10,159)

(139.6)

Eliminations:

Intersegment revenues

(3,559)

(6,282)

(86.3)

(7,680)

(18,152)

(249.5)

Depreciation and amortization

(81)

(74)

(1.0)

(242)

(208)

(2.9)

Adjusted operating income/(loss)

-

-

-

(3)

32

0.4

Total:

Revenues from external customers

58,335

91,305

1,254.9

146,745

245,843

3,378.8

Depreciation and amortization

(4,780)

(6,135)

(84.3)

(12,842)

(17,033)

(234.1)

Adjusted operating income

10,942

284

3.9

23,988

7,927

108.9

F-27

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)

* Financial results of Yandex.Market for the three and nine months ended September 30, 2020 were included in Yandex's consolidated financial results on a consolidated basis since July 24, 2020. Yandex's portion of the results of Yandex.Market prior to the date of acquisition was recognized in the line item "Other income/(loss), net".

The reconciliation between adjusted operating income and net income/(loss) for the three and nine months ended September 30, 2020 and 2021 is as follows:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Adjusted operating income

10,942

284

3.9

23,988

7,927

108.9

Less: share-based compensation expense

(3,953)

(5,135)

(70.6)

(10,913)

(15,801)

(217.2)

Add: interest income

1,009

1,146

15.8

2,708

3,503

48.1

Less: interest expense

(723)

(938)

(12.9)

(1,626)

(2,592)

(35.6)

Add: other income/(loss), net

(440)

2,690

36.9

799

3,373

46.4

Less: amortization of acquisition-related intangible assets

(738)

(797)

(10.9)

(1,250)

(2,537)

(34.9)

Less: compensation expense related to contingent consideration

9

(36)

(0.5)

-

(263)

(3.5)

Less: one-off restructuring cost

(2)

-

-

(262)

-

-

Add: effect of consolidation of Yandex.Market

19,230

-

-

19,230

-

-

Less: income tax expense

(3,573)

(1,122)

(15.4)

(9,229)

(5,402)

(74.3)

Net income/(loss)

21,761

(3,908)

(53.7)

23,445

(11,792)

(162.1)

The Company's revenues for the three and nine months ended September 30, 2020 and 2021 consist of the following:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Online advertising revenues (1)

33,179

42,605

585.5

88,048

118,187

1,624.3

Revenues related to Taxi segment, excluding sales of goods

15,801

26,279

361.2

39,825

68,460

940.9

Revenues related to sales of goods

5,922

13,971

192.0

9,997

38,252

525.7

Other revenues

3,433

8,450

116.2

8,875

20,944

287.9

Total revenues

58,335

91,305

1,254.9

146,745

245,843

3,378.8

(1) The Company records revenue net of VAT, advertising bonuses and discounts. Because it is impractical to track bonuses and discounts for online advertising revenues generated on Yandex websites and on those of the Yandex ad network members separately, the Company has allocated bonuses and discounts between its Yandex websites and the Yandex ad network websites proportionately to their respective gross revenue contributions.

Revenues disaggregated by geography, based on the billing address of the customer, consist of the following:

Three months ended September 30,

Nine months ended September 30,

2020

2021

2021

2020

2021

2021

RUB

RUB

$

RUB

RUB

$

Revenues:

Russia

54,424

86,476

1,188.5

136,795

231,149

3,176.9

Rest of the world

3,911

4,829

66.4

9,950

14,694

201.9

Total revenues

58,335

91,305

1,254.9

146,745

245,843

3,378.8

The following table sets forth long-lived assets other than financial instruments and deferred tax assets by geographic area:

December 31, 2020

September 30, 2021

September 30, 2021

RUB

RUB

$

Long-lived assets:

Russia

208,514

271,965

3,737.8

Finland

8,307

8,211

112.8

Rest of the world

1,692

2,433

33.4

Total long-lived assets

218,513

282,609

3,884.0

F-28

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)

16. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In the first quarter of 2021 the Company corrected the Dutch VAT returns of Yandex. N.V. for periods beginning in 2016 through the fourth quarter of 2020. The cumulative effect of a correction together with other immaterial discrepancies identified as of December 31, 2020 amounted toRUB 1,199 ($16.2 at the exchange rate as of December 31, 2020). The Company evaluated the materiality of the impact on the financial statements quantitatively and qualitatively and concluded it was not material to any of the affected prior periods. Consolidated revenues are not affected. Therefore, the Company revised its previously issued consolidated financial statements for the periods impacted.

The following table presents the impact of corrections on affected consolidated balance sheet line items as of December 31, 2020:

As of December 31, 2020

As previously reported

Adjustment

As revised

Selected Balance Sheets Data:

RUB

RUB

RUB

Income and non-income taxes payable

11,440

1,133

12,573

Total current liabilities

61,719

1,133

62,852

Deferred tax liabilities

3,838

(133)

3,705

Other accrued liabilities

4,689

157

4,846

Total non-current liabilities

104,634

24

104,658

Total liabilities

166,353

1,157

167,510

Additional paid-in capital

160,762

95

160,857

Accumulated other comprehensive income

17,976

(53)

17,923

Retained earnings

146,988

(1,199)

145,789

Total equity attributable to Yandex N.V.

325,998

(1,157)

324,841

Total shareholders' equity

346,092

(1,157)

344,935

17. SUBSEQUENT EVENTS

New grants

In November 2021, the Company granted pursuant to the 2016 Plan (i) RSUs to purchase an aggregate of up to 2,487,086 Class A shares to its employees; (ii) 267,127 Synthetic Options in respect of the Company's business units; and (iii) 116,864 RSUs in respect of the Self-Driving Group.

Repurchases of ordinary shares

In October 2021, the Company repurchased 645,191 Class A shares at an average price of $77.71 per share, for a total amount of $50.1. Such shares will be held in treasury for use under the Company's equity incentive plans.

F-29

Disclaimer

Yandex NV published this content on 23 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2021 14:09:03 UTC.


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Financials
Sales 2021 350 B 4 418 M 4 418 M
Net income 2021 -17 661 M -223 M -223 M
Net cash 2021 78 678 M 994 M 994 M
P/E ratio 2021 -79,2x
Yield 2021 -
Capitalization 1 235 B 15 940 M 15 610 M
EV / Sales 2021 3,31x
EV / Sales 2022 2,42x
Nbr of Employees 11 864
Free-Float 88,1%
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Last Close Price 3 446,53 RUB
Average target price 6 572,24 RUB
Spread / Average Target 90,7%
EPS Revisions
Managers and Directors
Arkady Volozh Chief Executive Officer & Executive Director
Svetlana Demyashkevich Chief Financial Officer
John Wilson Boynton Non-Executive Chairman
Vadim Marchuk Chief Operating Officer
Charles Emmitt Ryan Independent Non-Executive Director
Sector and Competitors
1st jan.Capi. (M$)
YANDEX N.V.-26.50%15 940
ALPHABET INC.-10.01%1 728 804
BAIDU, INC.5.41%54 590
NAVER CORPORATION-13.21%41 669
Z HOLDINGS CORPORATION-14.71%37 999
SOGOU INC.9.82%3 471