7 million. We continue to manage our expenses very closely, and we're pleased with the progress we've made year-to-date. We ended the quarter with 4,714 employees, down 11% quarter over quarter. And we expect headcount to be relatively flat in Q4.

Coinbase Global (COIN -3.61%)Q3 2024 Earnings Call Oct 30, 2024, 5:30 p.m. ET

was $391 million. Our total expenses were within the outlook ranges we provided last quarter, and we continue to exercise expense discipline across the business. We ended the quarter with 4,848 full-time employees, up 150 from last quarter.

And as we shared last quarter, we expect Q4 headcount to be largely flat sequentially. Now moving on to our balance sheet. Our total USD resources were $8.2 billion, up 5% quarter over quarter. We ended the quarter with $3.3 billion of cash and cash equivalents, which is down slightly quarter over output. And our total crypto assets were $4.9 billion, up 8% quarter over quarter.

Our total assets were $11.8 billion, up 4% quarter over quarter. And finally, our total liabilities were $3.6 billion, down 1% quarter over quarter. So to conclude, we're pleased with our third quarter performance. We continue to make progress on our three financial priorities for the year, and we're excited about the opportunities ahead.

And with that, I'll turn it over to Anil for Q&A.

Anil Gupta -- Vice President, Investor Relations

Thanks, Alesia. We'll now open it up for questions. First, we'll take questions from our shareholders on the Say platform. And then we'll take questions from our research analysts. [Operator instructions] Our first question is from a shareholder on the Say platform.

Go ahead.

Shareholder

Hi, Coinbase team. I'm curious about your thoughts on the recent SEC proposal to ban payment for order flow. I'm wondering if you could share your perspective on how this might impact Coinbase's revenue and what steps you're taking to prepare for potential changes in the regulatory landscape.

Brian Armstrong -- Co-Founder and Chief Executive Officer

Sure. Thanks for the question. So we've been following this closely. I think it's an important topic.

I'm not going to comment on the specific proposal, but I'll just give you our general thoughts on payment for order flow, which is something we've been talking about for a long time. We think it's a really important topic. We've been a strong advocate for banning it in crypto for many years now. We think it creates a huge conflict of interest.

It's not transparent to customers. And we think it's really harmful to markets, especially in a market like crypto where we're trying to build trust and we're trying to get more people to use it. So we think it's a really bad practice, and we're glad to see the SEC finally taking a look at it. We think it should be banned in all markets, not just in crypto.

But we're happy to see them starting with crypto. And I think it's going to be a really positive change for the industry.

Anil Gupta -- Vice President, Investor Relations

Thanks, Brian. Our next question is from a research analyst. Go ahead.

Unidentified Analyst

Hi, guys. Thanks for taking my question. I wanted to ask about the institutional side of the business. You mentioned that prime brokerage and Derivatives had outperformed relative to spot.

I was wondering if you could give us a little bit more color on what drove that outperformance and how we should be thinking about the institutional business as we look ahead into 2024.

Alesia Haas -- Chief Financial Officer

Sure. So I'll start, and then I'll hand it over to Paul. So as you mentioned, we saw a relative outperformance of our prime brokerage and Derivatives business compared to our institutional spot business.

And this was driven by a few factors. First, we saw strong demand for our prime brokerage services from large hedge funds and other institutions, and this was largely driven by their increasing interest in crypto as an emerging asset class. Second, we saw growth in our Derivatives business, which was driven by our efforts to diversify our institutional revenue streams and expand our product offerings.

And third, we saw lower-than-expected institutional spot trading activity, which was partly due to the market conditions during the quarter, which led to lower overall institutional trading revenue compared to our prime brokerage and Derivatives business. Now over to you, Paul, for any additional comments.

Paul Grewal -- Chief Legal Officer

Yes. I'll just add that we continue to see strong interest from institutions in entering the crypto market, and we're well-positioned to capture this demand with our broad suite of institutional products and services. We're also continuing to enhance our institutional offerings, and we're excited about the growth opportunities ahead in this segment.

Anil Gupta -- Vice President, Investor Relations

Thanks, Paul. Our next question is from a shareholder on the Say platform. Go ahead.

Shareholder

Hi, Coinbase team.