Yandex N.V. (Form: 6-K, Received: 08/24/2022 16:13:48)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

August 24, 2022

YANDEX N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and Telephone Number,

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

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

Form 20-F ⌧ Form 40-F ◻

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

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

EXPLANATORY NOTE

Filed as Exhibit 99.1 to this Report on Form 6-K is a copy of the unaudited condensed consolidated financial statements of Yandex N.V. as of and for the three and six months ended June 30, 2022.

INCORPORATION BY REFERENCE

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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

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


	YANDEX N.V.


Date: August 24, 2022	By:	/s/ Svetlana Demyashkevich
		Svetlana Demyashkevich
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.

Description

99.1

Unaudited Condensed Consolidated Financial Statements of Yandex N.V. as of and for the three and six months ended June 30, 2022

EXHIBIT 99.1

YANDEX N.V.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2021 and June 30, 2022	F-2
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2022	F-3
Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Three and Six Months Ended June 30, 2021 and 2022	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2022	F-5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2022	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)


		As of
	Notes	December 31, 2021*	June 30, 2022	June 30, 2022
		RUB	RUB	$
ASSETS
Cash and cash equivalents	3	79,275	75,592	1,477.6
Term deposits		23,415	—	—
Investments in marketable equity securities	3	4,049	—	—
Accounts receivable, less allowance for doubtful accounts of RUB 2,716 and RUB 3,319, respectively	3	43,568	37,685	736.6
Inventory		9,587	15,823	309.3
Prepaid expenses		12,663	12,670	247.7
VAT reclaimable		13,498	12,701	248.3
Funds receivable, net		6,180	4,118	80.5
Other current assets	3	7,740	7,745	151.4
Total current assets		199,975	166,334	3,251.4
Goodwill	7	117,864	118,521	2,316.8
Property and equipment, net	5	98,325	107,291	2,097.2
Operating lease right-of-use assets	6	36,245	31,544	616.6
Intangible assets, net	7	22,359	18,929	370.0
Content assets, net	9	13,767	15,339	299.8
Equity method investments	3	9,425	6,489	126.8
Deferred tax assets		5,625	5,627	110.0
Long-term prepaid expenses		3,278	3,589	70.2
Other non-current assets	3	8,633	8,758	171.2
Total non-current assets		315,521	316,087	6,178.6
TOTAL ASSETS		515,496	482,421	9,430.0
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable, accrued and other liabilities	3	81,555	77,478	1,514.4
Debt, current portion	11	2,940	23,358	456.6
Income and non-income taxes payable	3	16,196	20,555	401.8
Deferred revenue		10,415	10,783	210.8
Total current liabilities		111,106	132,174	2,583.6
Debt, non-current portion	11	85,835	26,438	516.8
Operating lease liabilities	6	24,642	20,672	404.1
Finance lease liabilities	6	15,350	15,612	305.2
Deferred tax liabilities		2,989	2,855	55.8
Other accrued liabilities		2,649	2,976	58.1
Total non-current liabilities		131,465	68,553	1,340.0
Total liabilities		242,571	200,727	3,923.6
Commitments and contingencies	9,10
Redeemable noncontrolling interests		869	338	6.6
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: 323,800,479, Class B: 35,698,674, and Class C: 10,000); shares outstanding (Class A: 323,004,678, and 323,241,816, respectively, Class B: 35,698,674 and Class C: nil)		281	281	5.5
Treasury shares at cost (Class A: 795,801 and 558,663, respectively)		(2,728)	(1,393)	(27.2)
Additional paid-in capital		112,942	116,634	2,279.9
Accumulated other comprehensive income		16,193	23,304	455.6
Retained earnings		131,488	125,293	2,449.1
Total equity attributable to Yandex N.V.		258,176	264,119	5,162.9
Noncontrolling interests		13,880	17,237	336.9
Total shareholders’ equity		272,056	281,356	5,499.8
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		515,496	482,421	9,430.0

* Derived from audited consolidated financial statements and adjusted for certain reclassifications (Note 3)

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 June 30,			Six months ended June 30,
	Notes	2021	2022	2022	2021	2022	2022
		RUB	RUB	$	RUB	RUB	$
Revenues	3	81,402	117,748	2,301.7	154,538	223,758	4,373.9
Operating costs and expenses:
Cost of revenues⁽¹⁾		41,774	48,721	952.4	75,816	99,732	1,949.5
Product development⁽¹⁾		11,234	16,826	328.9	22,243	35,987	703.4
Sales, general and administrative⁽¹⁾		27,476	35,742	698.6	50,571	76,547	1,496.4
Depreciation and amortization		5,641	7,713	150.8	10,898	15,180	296.7
Total operating costs and expenses		86,125	109,002	2,130.7	159,528	227,446	4,446.0
Income/(loss) from operations		(4,723)	8,746	171.0	(4,990)	(3,688)	(72.1)
Interest income	3	1,180	1,037	20.3	2,357	2,399	46.9
Interest expense		(861)	(1,109)	(21.7)	(1,654)	(1,729)	(33.8)
Gain on restructuring of convertible debt	11	—	9,305	181.9	—	9,305	181.9
Loss from equity method investments		(5)	(86)	(1.7)	(6)	(451)	(8.8)
Other income/(loss), net	3	230	(6,105)	(119.4)	689	(4,567)	(89.3)
Net income/(loss) before income taxes		(4,179)	11,788	230.4	(3,604)	1,269	24.8
Income tax expense	8	485	3,732	72.9	4,280	6,250	122.2
Net income/(loss)		(4,664)	8,056	157.5	(7,884)	(4,981)	(97.4)
Net (income)/loss attributable to noncontrolling interests		785	(2,290)	(44.8)	1,028	(3,676)	(71.8)
Net income/(loss) attributable to Yandex N.V.		(3,879)	5,766	112.7	(6,856)	(8,657)	(169.2)
Net income/(loss) per Class A and Class B share:
Basic	2	(10.88)	15.54	0.30	(19.26)	(23.53)	(0.46)
Diluted	2	(10.88)	(7.03)	(0.14)	(19.26)	(45.86)	(0.90)
Weighted average number of Class A and Class B shares used in per share computation
Basic	2	356,616,989	371,106,744	371,106,744	356,017,710	367,856,773	367,856,773
Diluted	2	356,616,989	376,105,159	376,105,159	356,017,710	370,832,165	370,832,165

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


Cost of revenues	126	129	2.5	250	280	5.5
Product development	2,592	3,926	76.7	6,034	7,466	145.9
Sales, general and administrative	2,144	2,440	47.8	4,382	5,014	98.0

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 June 30,			Six months ended June 30,
	2021	2022	2022	2021	2022	2022
	RUB	RUB	$	RUB	RUB	$
Net income/(loss)	(4,664)	8,056	157.5	(7,884)	(4,981)	(97.4)
Foreign currency translation, net of tax of nil	(2,031)	12,662	247.5	(1,372)	6,853	134.0
Total comprehensive income/(loss)	(6,695)	20,718	405.0	(9,256)	1,872	36.6
Total comprehensive (income)/loss attributable to noncontrolling interests	769	(2,061)	(40.3)	811	(3,418)	(66.8)
Total comprehensive income/(loss) attributable to Yandex N.V.	(5,926)	18,657	364.7	(8,445)	(1,546)	(30.2)

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)


		Six months ended June 30,
	Notes	2021	2022	2022
		RUB	RUB	$
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net loss		(7,884)	(4,981)	(97.4)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment	5	8,015	11,649	227.7
Amortization of intangible assets	7	2,883	3,531	69.0
Amortization of content assets	9	3,072	4,626	90.4
Operating lease right-of-use assets amortization and the lease liability accretion		5,030	7,711	150.7
Amortization of debt discount and issuance costs	11	1,036	585	11.4
Share-based compensation expense (excluding cash settled awards of nil and	12	10,666	3,552	69.4
RUB 9,208, respectively)
Deferred income tax expense/(benefit)		(4,065)	315	6.2
Foreign exchange losses	3	291	4,231	82.7
Loss from equity method investments		6	451	8.8
Gain on restructuring of convertible debt	11	—	(9,305)	(181.9)
Impairment of long-lived assets		—	3,644	71.2
Provision for expected credit losses		506	1,038	20.3
Other		180	481	9.5
Changes in operating assets and liabilities excluding the effect of acquisitions:
Accounts receivable, net		(2,982)	4,540	88.7
Prepaid expenses		(5,196)	(2,395)	(46.7)
Inventory		(1,988)	(6,065)	(118.6)
Accounts payable, accrued and other liabilities and non-income taxes payable		5,907	(1,108)	(21.6)
Deferred revenue		287	694	13.6
Other assets		(8,110)	185	3.6
Content assets		(7,547)	(6,199)	(121.2)
Content liabilities		3,581	(353)	(6.9)
Net cash provided by operating activities		3,688	16,827	328.9
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:
Purchases of property and equipment and intangible assets		(17,244)	(25,687)	(502.1)
Acquisitions of businesses, net of cash acquired		(7,274)	(820)	(16.0)
Investments in marketable equity securities		(9,869)	—	—
Proceeds from sale of marketable equity securities		2,735	5,859	114.5
Investments in term deposits		(187,251)	(2,000)	(39.1)
Maturities of term deposits		170,608	25,769	503.6
Loans granted		(560)	(25)	(0.5)
Proceeds from repayments of loans		577	480	9.4
Other investing activities		(231)	(106)	(2.0)
Net cash provided by/(used in) investing activities		(48,509)	3,470	67.8

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)


		Six months ended June 30,
	Notes	2021	2022	2022
		RUB	RUB	$
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from exercise of share options		864	—	—
Repayment of convertible debt	11	—	(45,832)	(895.9)
Proceeds from issuance of debt		—	46,781	914.4
Payment of contingent consideration and holdback amount		(10)	(69)	(1.3)
Payment for finance leases		(202)	(719)	(14.1)
Payment of overdraft borrowings		—	(2,940)	(57.5)
Other financing activities		(1,240)	(1,156)	(22.5)
Net cash used in financing activities		(588)	(3,935)	(76.9)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents		877	(19,893)	(388.8)
Net change in cash and cash equivalents, and restricted cash and cash equivalents		(44,532)	(3,531)	(69.0)
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period		132,446	79,398	1,552.0
Cash and cash equivalents, and restricted cash and cash equivalents, end of period		87,914	75,867	1,483.0

RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:
Cash and cash equivalents, beginning of period		132,398	79,274	1,549.6
Restricted cash and cash equivalents, beginning of period		48	124	2.4
Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period		132,446	79,398	1,552.0
Cash and cash equivalents, end of period		87,867	75,592	1,477.6
Restricted cash and cash equivalents, end of period		47	275	5.4
Cash and cash equivalents, and restricted cash and cash equivalents, end of period		87,914	75,867	1,483.0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		7,291	5,990	117.1
Cash paid for acquisitions		7,347	1,031	20.1
Convertible notes coupon paid		344	439	8.6
Interest paid for finance leases		157	561	11.0
Operating cash flows from operating leases		5,756	6,375	124.6
Non-cash operating activities:
Increase of right-of-use assets due to new operating lease and lease modification		15,888	3,217	62.9
Non-cash investing activities:
Acquired property and equipment and intangible assets not yet paid for		2,773	2,733	53.4
Non-cash financing activities:
Increase of right-of-use assets due to new finance lease and lease modification		4,378	1,322	25.8

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

F-6

Table of Contents

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 June 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 March 31, 2021	1	—	355,995,773	279	(5)	167,836	18,381	143,229	20,004	349,724	1,859
Share-based compensation expense	—	—	—	—	—	4,862	—	—	—	4,862	—
Exercise of share options	—	—	1,384,570	—	—	228	—	—	—	228	—
Tax withholding related to exercise of share awards	—	—	—	—	—	(61)	—	—	—	(61)	—
Repurchase of share options	—	—	—	—	—	109	—	9	—	118	(105)
Foreign currency translation adjustment	—	—	—	—	—	—	(2,047)	—	16	(2,031)	—
Change in redemption value of redeemable noncontrolling interests	—	—	—	—	—	—	—	(29)	—	(29)	29
Net loss	—	—	—	—	—	—	—	(3,879)	(785)	(4,664)	—
Other	—	—	—	1	—	106	(2)	—	—	105	—
Balance as of June 30, 2021	1	—	357,380,343	280	(5)	173,080	16,332	139,330	19,235	348,252	1,783


	Three months ended June 30, 2022
	Priority Share		Ordinary Shares				Accumulated				Redeemable
	Issued and		Issued and		Treasury	Additional	Other		Non-		non-
	Outstanding		Outstanding		shares at	Paid-In	Comprehensive	Retained	controlling		controlling
	Shares	Amount	Shares	Amount	cost	Capital	Income	Earnings	interests	Total	interests
		RUB		RUB	RUB	RUB	RUB	RUB	RUB	RUB	RUB
Balance as of March 31, 2022	1	—	358,940,490	281	(1,393)	105,600	10,413	119,486	15,317	249,704	435
Share-based compensation expense	—	—	—	—	—	1,010	—	—	—	1,010	—
Convertible debt restructuring (Note 11)	—	—	—	—	—	9,941	—	—	—	9,941	—
Repurchase of share options	—	—	—	—	—	(58)	—	(12)	—	(70)	(44)
Foreign currency translation adjustment	—	—	—	—	—	—	12,891	—	(229)	12,662	—
Change in redemption value of redeemable noncontrolling interests	—	—	—	—	—	—	—	53	—	53	(53)
Net income	—	—	—	—	—	—	—	5,766	2,290	8,056	—
Other	—	—	—	—	—	141	—	—	(141)	—	—
Balance as of June 30, 2022	1	—	358,940,490	281	(1,393)	116,634	23,304	125,293	17,237	281,356	338
Balance as of June 30, 2022, $		—		5.5	(27.2)	2,279.9	455.6	2,449.1	336.9	5,499.8	6.6

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)


	Six months ended June 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	—	—	—	—	—	10,828	—	—	—	10,828	—
Exercise of share options	—	—	3,169,811	—	—	856	—	—	—	856	—
Tax withholding related to exercise of share awards	—	—	—	—	—	(121)	—	—	—	(121)	—
Repurchase of share options	—	—	—	—	—	411	—	14	—	425	(976)
Foreign currency translation adjustment	—	—	—	—	—	—	(1,589)	—	217	(1,372)	—
Change in redemption value of redeemable noncontrolling interests	—	—	—	—	—	—	—	408	—	408	(408)
Net loss	—	—	—	—	—	—	—	(6,856)	(1,028)	(7,884)	—
Other	—	—	—	2	1	249	(2)	(25)	(48)	177	—
Balance as of June 30, 2021	1	—	357,380,343	280	(5)	173,080	16,332	139,330	19,235	348,252	1,783


	Six months ended June 30, 2022
	Priority Share		Ordinary Shares				Accumulated				Redeemable
	Issued and		Issued and		Treasury	Additional	Other		Non-		non-
	Outstanding		Outstanding		shares at	Paid-In	Comprehensive	Retained	controlling		controlling
	Shares	Amount	Shares	Amount	cost	Capital	Income	Earnings	interests	Total	interests
		RUB		RUB	RUB	RUB	RUB	RUB	RUB	RUB	RUB
Balance as of December 31, 2021	1	—	358,703,352	281	(2,728)	112,942	16,193	131,488	13,880	272,056	869
Effect of adoption of ASU 2020-06 (Note 1)	—	—	—	—	—	(8,573)	—	2,511	—	(6,062)	—
Adjusted balance as of January 1, 2022	1	—	358,703,352	281	(2,728)	104,369	16,193	133,999	13,880	265,994	869
Share-based compensation expense	—	—	—	—	—	3,627	—	—	—	3,627	—
Exercise of share options	—	—	237,138	—	—	—	—	—	—	—	—
Tax withholding related to exercise of share awards	—	—	—	—	—	(25)	—	—	—	(25)	—
Reissue of shares for options exercised	—	—	—	—	1,335	(1,335)	—	—	—	—	—
Convertible debt restructuring (Note 11)	—	—	—	—	—	9,941	—	—	—	9,941	—
Repurchase of share options	—	—	—	—	—	(5)	—	(105)	—	(110)	(474)
Change in redemption value of redeemable noncontrolling interests	—	—	—	—	—	—	—	57	—	57	(57)
Foreign currency translation adjustment	—	—	—	—	—	—	7,111	—	(258)	6,853	—
Net (loss)/income	—	—	—	—	—	—	—	(8,657)	3,676	(4,981)	—
Other	—	—	—	—	—	62	—	(1)	(61)	—	—
Balance as of June 30, 2022	1	—	358,940,490	281	(1,393)	116,634	23,304	125,293	17,237	281,356	338
Balance as of June 30, 2022, $		—		5.5	(27.2)	2,279.9	455.6	2,449.1	336.9	5,499.8	6.6

F-8

Table of Contents

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 and other technologies. 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 a number of subsidiaries globally.

Basis of Presentation and Going Concern

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 regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2022 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, 2021.

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 June 30, 2022, 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, 2021, was derived from audited annual consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2021 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, 2021. Accounting policy in relation to the restructuring of convertible debt is described in Note 11.

The results for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results expected for the year ending December 31, 2022 or any other future period. The potential risks and uncertainties that could cause actual results to differ from the operating results expected include, among others, geopolitical and macroeconomic developments affecting the Russian economy or the Company’s business, operations or governance; changes in the political, legal and/or regulatory environment; the impact of the ongoing COVID-19 pandemic and regulatory and business responses to that crisis; competitive pressures; changes in advertising patterns; changes in user preferences; technological developments; and the Company’s need to expend capital to accommodate the growth of the business.

The accompanying unaudited condensed consolidated financial statements were prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As described in Note 11, following the suspension of trading of the Company’s Class A shares on the Nasdaq Global Select Market for more than five trading days, the holders of the Company’s convertible notes due March 3, 2025 (the “Notes”) had the right to require the Company to redeem the Notes at par, and the Company did not have the funds available to redeem the Notes in full. These conditions raised substantial doubt about the Company’s ability to continue as a going concern which was disclosed in the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2022. In June 2022 the Company restructured the terms of the Notes and entered into a purchase agreement with holders of 93.2% in aggregate principal amount of the Notes. The purchase was funded by external debt financing obtained, which repayable ratably over the next three years. The Company’s cash flow forecast taking into account this restructuring and the terms of the new debt financing indicate that the Company will have sufficient liquidity in the course of at least next twelve months. As a result of these events the substantial doubt about the Company’s ability to continue as a going concern no longer exists.

F-9

YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 51.1580 to $1.00, the exchange rate as of June 30, 2022 (except as otherwise stated). No representation is made that the RUB amounts could have been, or could be, converted into U.S. dollars at such rate. After the balance sheet date, the ruble has been experiencing a period of significant volatility.

Reclassification

Certain reclassifications have been made to the consolidated balance sheet as of December 31, 2021 due to the separation of certain line items. The following table presents the impact of the reclassification on affected consolidated balance sheet line items as of December 31, 2021:


	As of December 31, 2021
	As previously reported	Reclassification	After reclassification
Selected Balance Sheets Data:	RUB	RUB	RUB
Accounts payable, accrued and other liabilities	84,495	(2,940)	81,555
Debt, current portion	—	2,940	2,940

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.

Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of the Company’s convertible notes due March 3, 2025. The value of the liability component as of the date of issuance was recognized at the present value of its cash flows using a discount rate of 3.059%, the Company's estimated borrowing rate at the date of the issuance for a similar debt instrument without the conversion feature. The value of the equity component as of the date of issuance was calculated by deducting the fair value of the liability component from the initial proceeds ascribed to the convertible debt instrument as a whole and was recorded as a debt discount. Debt discount was amortized using the effective interest method over the period from the origination date through the stated maturity date. The equity component was included in additional paid-in capital in the consolidated balance sheet as of December 31, 2021.

The Company adopted the standard effective January 1, 2022, using the modified retrospective method. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. As a result of the adoption, the Company recorded a RUB 8,573 decrease in additional paid in capital from the derecognition of the equity component of the convertible debt, net of tax effects, a RUB 6,404 increase in the liability component from the derecognition of the debt discount and debt issuance cost associated with the equity component of the convertible debt, and a RUB 2,511 increase to the opening balance of retained earnings, representing the cumulative interest expense, net of tax effects, recognized related to the amortization of the conversion option of such convertible debt. The Company also wrote off the deferred tax liabilities in the amount of RUB 342 as well as increased the deferred tax assets and respective valuation allowance in the same amount of RUB 1,330 from the derecognition of the equity component (Note 8). As a result of the adoption, starting on January 1, 2022, interest expense is reduced as a result of accounting for the Notes as a single liability measured at its amortized cost.

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)

Accordingly, the impact of the changes on affected consolidated balance sheet line items as of January 1, 2022 for the adoption of the ASU 2020-06 was as follows:


	Balances as of December 31, 2021	Adjustments from Adoption of ASU 2020-06	Balances as of January 1, 2022
	RUB	RUB	RUB
Convertible debt	85,835	6,404	92,239
Deferred tax liabilities	2,989	(342)	2,647
Additional paid-in capital	112,942	(8,573)	104,369
Retained earnings	131,488	2,511	133,999

Adoption of the ASU 2020-06 did not have a material effect on the diluted net income/(loss) per share.

NET INCOME/(LOSS) PER SHARE

Basic net income/(loss) per Class A and Class B ordinary share for the three and six months ended June 30, 2021 and 2022 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 during the period and including vested restricted share units and shares that will be delivered as part of the restructuring of the Notes (Note 11). Diluted net loss per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method and the dilutive effect of convertible debt restructuring under the if-converted method.

The computation of the diluted net loss per Class A share assumes the conversion of Class B shares, while the diluted net 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 loss per ordinary share computation, because their effect was anti-dilutive for the three months ended June 30, 2021 and 2022, was 17,635,737 and 15,105,542, respectively and for the six months ended June 30, 2021 and 2022, was 16,716,623 and 18,459,412, respectively.

In June 2022, the Company completed a purchase of 93.2% in aggregate principal amount of the Notes (Note 11). The convertible debt restructuring is included in the calculation of diluted net income per share under the if-converted method.

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