STAKING

COINBASE GLOBAL, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and the accompanying notes thereto included elsewhere in
this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the
year ended December 31, 2021. The following discussion and analysis contain
forward looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause our
results to differ materially from those expressed or implied by such forward
looking statements. Factors that could cause or contribute to these differences
include, but are not limited to, those identified below and those discussed in
the section titled Risk Factors in Part II, Item 1A of this Quarterly Report on
Form 10-Q and in our Annual Report on Form 10-K. Unless otherwise expressly
stated or the context otherwise requires, references to "we," "our," "us," "the
Company," and "Coinbase" refer to Coinbase Global, Inc. and its consolidated
subsidiaries. The information contained on, or that can be accessed through, our
website is not incorporated by reference into, and is not a part of, this
Quarterly Report on Form 10-Q.

Executive Overview


This executive overview of the Management's Discussion and Analysis ("MD&A")
highlights selected information and does not contain all of the information that
is important to readers of this Quarterly Report on Form 10-Q.

The second quarter of 2022 continued a trend of lower crypto asset prices and
trading volume that began in late 2021. Our results were impacted by a shift in
customer and market activity, driven by macroeconomic and crypto credit factors.
We do not believe that these market conditions are permanent. We continue to
take a long-term view and remain focused on building for the future.

On the product side, we are focused on our highest priority product
opportunities of Coinbase Retail App, Coinbase Prime, Staking, Developer
Products under Coinbase Cloud, and Web3.

For the three and six months ended June 30, 2022, our total net revenue was
$802.6 million and $2.0 billion, respectively, including $655.2 million and $1.7
billion
in transaction revenue, respectively.

Subscription and services revenues was $147.4 million and $299.2 million for
three and six months ended June 30, 2022, respectively.


For the three and six months ended June 30, 2022, our net loss was $1.1 billion
and $1.5 billion, respectively, and Adjusted EBITDA was negative $151.1 million
and negative $131.4 million, respectively.


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Key Business Metrics


In addition to the measures presented in our condensed consolidated financial
statements, we use the following key business metrics to evaluate our business,
measure our performance, identify trends affecting our business, and make
strategic decisions:

                             Three Months Ended June 30,              %                  Six Months Ended June 30,                  %
                                2022              2021              Change                2022                 2021              Change

Verified Users (in
millions)                         103                68                 51  %                  103                68                  51  %
MTUs(1) (in millions)             9.0               8.8                  2  %                  9.1               7.5                  21  %
Assets on Platform (in
billions)                   $      96          $    180                (47) %       $           96          $    180                 (47) %
Trading Volume (in
billions)                   $     217          $    462                (53) %       $          526          $    796                 (34) %
Net (loss) income (in
millions)                   $  (1,094)         $  1,606               (168) %       $       (1,523)         $  2,378                (164) %
Adjusted EBITDA(2) (in
millions)                   $    (151)         $  1,150               (113) %       $         (131)         $  2,267                (106) %


___________________
(1)We recently identified an issue in the calculation of our Monthly Transacting
Users ("MTU") metric related to the complexity in measuring users and activity
in self-custodial products (notably Coinbase Wallet) that resulted in the
overstatement of the MTU figures previously disclosed as of September 30, 2021
and December 31, 2021. Accordingly, the MTU metric as of September 30, 2021 and
December 31, 2021 will be revised from 7.4 million to 7.3 million and from 11.4
million to 11.2 million, respectively, to reflect our estimate of the
overstatement. These figures are not disclosed in this Quarterly Report on Form
10-Q, but we intend to update them in subsequent filings in which such figures
are reported.
(2)Please see the section titled Non-GAAP Financial Measure for a reconciliation
of net (loss) income to Adjusted EBITDA and an explanation for why we consider
Adjusted EBITDA to be a helpful metric for investors.

Verified Users


We define "Verified Users" as all retail users, institutions, and ecosystem
partners that have registered an account on our platform and confirmed either
their email address or phone number, or that have established an account with a
username on our non-custodial wallet application, as of the date of measurement.
Verified Users are an indication of our scale. These customers have demonstrated
an interest in our platform or direct intent to transact with crypto assets.
Verified Users represent the top level of our customer acquisition funnel.
Verified Users may overstate the number of unique customers who have registered
an account on our platform as one customer may register for, and use, multiple
accounts with different email addresses, phone numbers, or usernames.

Monthly Transacting Users


We define an "MTU" as a retail user who actively or passively transacts in one
or more products on our platform at least once during the rolling 28-day period
ending on the date of measurement. MTUs presented for the end of a quarter are
the average of each month's MTUs in each respective quarter. MTUs represent our
transacting base of retail users who drive potential revenue generating
transactions on our platform. MTUs engage in transactions that generate both
Transaction revenue and Subscription and services revenue. Revenue-generating
transactions include active transactions such as buying or selling crypto assets
through our Invest product or passive transactions such as earning a staking
reward. MTUs also engage in transactions that are non-revenue generating such as
send and receive. MTUs may overstate the number of unique retail users due to
differences in product architecture or user behavior.

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Assets on Platform


We previously defined "Assets on Platform" as the total U.S. dollar equivalent
value of both fiat currency and crypto assets held or managed in digital wallets
on our platform, including our custody services, calculated based on the market
price on the date of measurement. As a result of our adoption of SAB 121 as of
June 30, 2022, which requires an entity to recognize a liability for the
obligation to safeguard a users' crypto assets and a corresponding customer
asset in its condensed consolidated balance sheets, we have updated our
definition of Assets on Platform as the aggregate of "Customer crypto
liabilities" and "Customer custodial cash liabilities," each as set forth on our
condensed consolidated balance sheets. We updated this definition so that Assets
on Platform will directly correspond to the amounts that we recognize with
respect to custodied crypto assets and fiat for financial reporting purposes in
our condensed consolidated balance sheets. Importantly, the updated definition
of Assets on Platform does not result in any changes with respect to the figures
reported in prior periods.

Assets on Platform demonstrates the scale of balances held across our suite of
products and services, the trust customers place in us to securely store their
assets, and the underlying growth of the cryptoeconomy. Assets on Platform also
represent our monetization opportunity for subscription products and services,
including current products such as Custody, Stake, Borrow, and Lend. Assets on
Platform generate fees that are recorded as Subscription and services revenue
when customers engage with these products.

The value of Assets on Platform is driven by three factors - the price,
quantity, and type of crypto assets held by customers on our platform. Changes
in the price and quantity, particularly for Bitcoin and Ethereum, or type of
crypto asset held on our platform, can result in the increase or decrease in
Assets on Platform in a particular period. Our Assets on Platform by asset are
as follows:

                              As of June 30,             %
                             2022           2021       Change
Assets on Platform:
Bitcoin                           44  %      47  %       (6) %
Ethereum                          20  %      24  %      (17)

Other crypto assets               29  %      25  %       16
Fiat                               7  %       5  %       40
Total(1)                         100  %     100  %        -


___________________

(1)Figures presented above may not sum precisely due to rounding.

As of June 30, 2022 and June 30, 2021, no asset other than Bitcoin and Ethereum
individually represented more than 10% of our Assets on Platform.

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Trading Volume


We define "Trading Volume" as the total U.S. dollar equivalent value of matched
trades transacted between a buyer and seller through our platform during the
period of measurement. Trading Volume represents the product of the quantity of
asset transacted and the trade price at the time the transaction was executed.
As trading activity directly impacts Transaction revenue, we believe this
measure is a reflection of liquidity on our order books, trading health, and the
underlying growth of the cryptoeconomy. Generally, Trading Volume on our
platform is primarily influenced by the price of crypto assets and Crypto Asset
Volatility1. In periods of high crypto asset prices and Crypto Asset Volatility,
we have experienced correspondingly high levels of Trading Volume on our
platform. Our Trading Volume in future periods will depend on the relative
availability and adoption of Bitcoin, Ethereum, and Other crypto assets.

                                       Three Months Ended June 30,                %                Six Months Ended June 30,                 %
                                          2022                2021             Change                2022                2021             Change
Trading Volume (in billions):
Retail                               $            46       $      145              (68) %       $           121       $      265              (54) %
Institutional                                    171              317              (46)                     405              531              (24)
Total                                $           217       $      462              (53)         $           526       $      796              (34)

Trading Volume by crypto asset:
Bitcoin                                        31  %            24  %               29                    27  %            31  %              (13)
Ethereum                                       22               26                 (15)                   21               24                 (13)
Other crypto assets                            47               50                  (6)                   52               45                  16
Total                                         100  %           100  %                                    100  %           100  %

Transaction revenue by crypto asset:
Bitcoin                                        31  %            26  %               19                    28  %            33  %              (15)
Ethereum                                       22               26                 (15)                   22               23                  (4)
Other crypto assets                            47               48                  (2)                   50               44                  14
Total                                         100  %           100  %                                    100  %           100  %


Trading Volume decreased 53% and 34% for the three and six months ended June 30,
2022 compared to the three and six months ended June 30, 2021, respectively. The
decrease in Trading Volume was driven by steep declines in both the average
crypto asset prices and total crypto spot market volumes associated with
macroeconomic challenges during the second quarter of 2022. In addition, Crypto
Asset Volatility decreased 32% and 31% for the three and six months ended June
30, 2022 compared to the three and six months ended June 30, 2021, respectively.

During the three and six months ended June 30, 2022 and June 30, 2021, no asset
other than Bitcoin and Ethereum individually represented more than 10% of our
Trading Volume or Transaction revenue, respectively.

1 "Crypto Asset Volatility" represents our internal measure of crypto volatility
in the market relative to prior periods. The volatility of crypto assets is
measured on an hourly basis for each crypto asset supported for trading on
Coinbase, averaged over the applicable time period (quarterly), then weighted by
each crypto asset's share of total trading volume during the same time period
across a select set of trading platforms, in addition to the Coinbase platform,
that operate in similar markets including itBit, Bitfinex, Bitstamp, bitFlyer,
Binance.US, Binance, Kraken, Gemini, Bittrex, and Poloniex.

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Components of Results of Operations

Net revenue

Transaction revenue


We generate the majority of our net revenue from transaction fees from trades
that occur on our platform. The transaction fee earned is based on the price and
quantity of the crypto asset that is bought, sold, or converted. Transaction
revenue is recognized at the time the transaction is processed and is directly
correlated with Trading Volume on our platform.

Subscription and services revenue

Subscription and services revenue primarily consists of:


•Blockchain rewards: We derive Blockchain rewards through various blockchain
protocols. These blockchain protocols, or the participants that form the
protocol networks, reward users for performing various activities on the
blockchain, such as participating in proof-of-stake networks. We earn Blockchain
rewards in crypto assets.

Our Staking revenue is included within Blockchain rewards. Our blockchain
services offered as part of Coinbase Cloud’s blockchain infrastructure solutions
are included in Other subscription and services revenue.


•Custodial fee revenue: We derive custodial fee revenue based on a percentage of
the daily value of customer crypto assets that we hold under custody in our
dedicated cold storage solution. The value of crypto assets held under custody
is driven by the quantity, price, and type of crypto asset.

•Earn campaign revenue: We provide asset issuers with a platform to engage with
our users through education videos and tasks where users can earn crypto assets
that they learned about. We earn a commission based on the amount of crypto
assets distributed to our users.

•Interest income: We earn interest income on fiat funds under a revenue sharing
arrangement and on customer custodial fiat funds held at certain third-party
banks, which is calculated using the interest method. Our interest income is
dependent on the balance of such fiat funds and the prevailing interest rate
environment. We also earn interest income on loans granted to our retail and
institutional users.

•Other: Other subscription and services revenue primarily includes revenue from
Coinbase Cloud, which includes staking application, delegation, and
infrastructure services, subscription revenue from Coinbase One, and revenue
from other subscription licenses.

Other revenue


Other revenue includes the sale of crypto assets when we are the principal in
the transaction. Periodically, as an accommodation to customers, we may fulfill
customer transactions using our own crypto assets. We fulfill customer
accommodation transactions using our own assets for orders that do not meet the
minimum trade size for execution on our platform or to maintain customers' trade
execution and processing times during unanticipated system disruptions. We have
custody and control of these crypto assets prior to the sale to the customer and
record revenue at the point in time when the sale is processed. Accordingly, we
record the total value of the sale as revenue and the cost of the crypto asset
in Other operating expense, net. Transactions involving our sale of crypto
assets represented less than 1% of our total revenue for the three and six
months ended June 30, 2022.

Other revenue also includes interest income earned primarily on our corporate
cash and cash equivalents. Interest income is calculated using the interest
method and depends on the balance of cash and cash equivalents as well as the
prevailing interest rate environment.

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Operating expenses


Operating expenses consist of Transaction expense, Technology and development,
Sales and marketing, General and administrative, and Other operating expense,
net.

Transaction expense

Transaction expense includes costs incurred to operate our platform, process
crypto asset trades, and perform wallet services. These costs include account
verification fees, miner fees to process transactions on blockchain networks,
fees paid to payment processors and other financial institutions for customer
transaction activity, and crypto asset losses due to transaction reversals.
Transaction expense also includes rewards paid to users for blockchain
activities conducted by us, such as staking. Fixed-fee costs are expensed over
the term of the contract and transaction-level costs are expensed as incurred.

Technology and development


Technology and development expenses include personnel-related expenses incurred
in operating, maintaining, and enhancing our platform. These costs also include
website hosting, infrastructure expenses, costs incurred in developing new
products and services and the amortization of acquired developed technology.

Sales and marketing

Sales and marketing expenses primarily include costs related to customer
acquisition, advertising and marketing programs, and personnel-related expenses.
Sales and marketing costs are expensed as incurred.

General and administrative


General and administrative expenses include personnel-related expenses incurred
to support our business, including legal, finance, compliance, human resources,
customer support, executive, and other support operations. These costs also
include software subscriptions for support services, facilities and equipment
costs, depreciation, amortization of acquired customer relationship intangible
assets, gains and losses on disposal of fixed assets, legal reserves and
settlements, and other general overhead. General and administrative costs are
expensed as incurred.

Restructuring

Restructuring expenses primarily consist of non-recurring costs and severance
for employees related to reductions in the Company's headcount during the three
and six months ended June 30, 2022. For more information, see Note 3.
Restructuring of the Notes to our condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other operating expense, net


Other operating expense, net includes impairment and realized gains on the sale
of crypto assets, realized gains and losses resulting from the settlement of
derivative instruments, and fair value gains and losses related to derivatives
and derivatives designated in qualifying fair value hedge accounting
relationships.

Other operating expense, net also includes cost of our crypto assets used to
fulfill customer accommodation transactions. Periodically, as an accommodation
to customers, we may fulfill customer transactions using our own crypto assets
held for operating purposes. We have custody and control of the crypto assets
prior to the sale to the customer. Accordingly, we record the total value of the
sale in Other revenue and the cost of the crypto asset in Other operating
expense, net.

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Interest expense

Interest expense on debt includes coupon interest expense, as well as
amortization of debt discounts and debt issuance costs.

Other expense (income), net

Other expense (income), net includes the following items:

•gains and losses on investments, net, which consists primarily of realized and
unrealized gains and losses from fair value adjustments on investments;


•realized impacts on foreign exchange resulting from the settlement of our
foreign currency assets and liabilities as well unrealized impacts on foreign
exchange resulting from remeasurement of transactions and monetary assets and
liabilities denominated in non-functional currencies; and

•impairment recognized on certain strategic equity investments in privately held
companies without readily determinable fair values.

Benefit from income taxes

Benefit from income taxes includes income taxes related to foreign jurisdictions
and U.S. federal and state income taxes.

Results of Operations


The following table summarizes the historical condensed consolidated statements
of operations data:

                                                  Three Months Ended June 30,                     Six Months Ended June 30,
                                                   2022                     2021                  2022                   2021
                                                                               (in thousands)
Revenue:
Net revenue                                $       802,603             $ 2,033,011          $    1,967,494          $ 3,629,991
Other revenue                                        5,722                 194,951                   7,267              399,082
Total revenue                                      808,325               2,227,962               1,974,761            4,029,073
Operating expenses:
Transaction expense                                167,187                 335,426                 445,013              569,492
Technology and development                         609,249                 291,461               1,179,913              475,686
Sales and marketing                                140,894                 195,733                 341,098              313,722
General and administrative                         470,169                 248,195                 883,747              369,426
Restructuring                                       42,453                       -                  42,453                    -
Other operating expense, net                       422,762                 282,422                 681,389              438,309
Total operating expenses                         1,852,714               1,353,237               3,573,613            2,166,635
Operating (loss) income                         (1,044,389)                874,725              (1,598,852)           1,862,438
Interest expense                                    23,656                     748                  45,794                  748
Other expense (income), net                        172,524                   5,096                 205,368               (3,857)
(Loss) income before income taxes               (1,240,569)                868,881              (1,850,014)           1,865,547
Benefit from income taxes                         (146,915)               (737,468)               (326,701)            (512,265)
Net (loss) income                          $    (1,093,654)            $ 1,606,349          $   (1,523,313)         $ 2,377,812


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The following table presents the components of the condensed consolidated
statements of operations data as a percentage of total revenue:


                                              Three Months Ended June 30,                     Six Months Ended June 30,
                                              2022                    2021                   2022                   2021
                                                                    (as a % of total revenue) (1)
Total revenue                                      100  %                 100  %                 100  %                 100  %
Operating expenses:
Transaction expense                                 21                     15                     23                     14
Technology and development                          75                     13                     60                     12
Sales and marketing                                 17                      9                     17                      8
General and administrative                          58                     11                     45                      9
Restructuring                                        5                      -                      2                      -
Other operating expense, net                        52                     13                     35                     11
Total operating expenses                           229                     61                    181                     54
Operating (loss) income                           (129)                    39                    (81)                    46
Interest expense                                     3                      -                      2                      -
Other expense (income), net                         21                      -                     10                      -
(Loss) income before income taxes                 (153)                    39                    (94)                    46
Benefit from income taxes                          (18)                   (33)                   (17)                   (13)
Net (loss) income                                 (135) %                  72  %                 (77) %                  59  %


___________________

(1)Figures presented above may not sum precisely due to rounding.

Comparison of the three and six months ended June 30, 2022 and 2021

Revenue

                                  Three Months Ended June 30,                                        Six Months Ended June 30,
                                   2022                  2021               % Change                 2022                   2021               % Change
                                        (in thousands)                                                     (in thousands)
Transaction revenue          $     655,213          $ 1,930,382                   (66) %       $    1,668,250          $ 3,470,961                   (52) %
Subscription and services
revenue                            147,390              102,629                    44                 299,244              159,030                    88
Other revenue                        5,722              194,951                   (97)                  7,267              399,082                   (98)
Total revenue                $     808,325          $ 2,227,962                   (64)         $    1,974,761          $ 4,029,073                   (51)


Transaction revenue for the three and six months ended June 30, 2022 decreased
by $1.3 billion and $1.8 billion compared to the three and six months ended June
30, 2021, respectively, due to the following:

•Decrease in retail Trading Volume of 68% and 54% for the three and six months
ended June 30, 2022, respectively, due to a decrease in the crypto market
capitalization including the average crypto asset prices; and


•Crypto Asset Volatility of 9.28 and 8.86 for the three and six months ended
June 30, 2022, respectively, representing a decrease of 32% and 31% from the
three and six months ended June 30, 2021. Trading Volume on our platform is
correlated with Crypto Asset Volatility.

A number of factors contribute to changes in crypto asset prices and Crypto
Asset Volatility, including, but not limited to, changes in the supply and
demand for a particular crypto asset, crypto market sentiment, macroeconomic
factors, utility of a particular crypto asset, and idiosyncratic events.

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Subscription and services revenue for the three and six months ended June 30,
2022 increased by $44.8 million and $140.2 million compared to the three and six
months ended June 30, 2021, respectively, due to the following:

•an increase in Blockchain rewards of $34.0 million and $106.6 million for the
three and six months ended June 30, 2022, respectively, mainly as a result of
increased user participation in reward-generating activities such as staking;

•an increase in interest income of $26.0 million and $33.2 million for the three
and six months ended June 30, 2022, respectively, predominantly due to an
increase in federal interest rates on both interest bearing custodial fiat funds
held and higher USDC due to increased customer activity;

•an increase in other subscription and services revenue of $8.7 million and
$21.4 million for the three and six months ended June 30, 2022, respectively,
predominantly due to subscription fees for Coinbase One which was launched in
the fourth quarter of 2021, as well as an increase in participation and
delegation revenue for the six months ended June 30, 2022; offset by

•a decrease in earn campaign revenue of $14.5 million and $19.7 million for the
three and six months ended June 30, 2022, respectively, driven by a decrease in
both the number of active Earn campaigns as well as in the amounts allocated by
asset issuers for distribution over the same periods; and

•a decrease in custodial fee revenue of $9.5 million and $1.3 million for the
three and six months June 30, 2022, respectively, due to a decrease in the
average assets under custody of $34.2 billion and $8.4 billion over the same
periods. The decline in assets under custody was primarily driven by a decrease
in the price of crypto assets under custody over the same periods.

Other revenue for the three and six months ended June 30, 2022 decreased by
$189.2 million and $391.8 million, respectively, compared to the three and six
months ended June 30, 2021, due to a decrease in crypto assets sales revenue
over the same period. A system disruption which occurred on May 19, 2021 as a
result of an unprecedented short term spike in Trading Volume was primarily
responsible for the decrease in crypto assets sales revenue over the same
period.

We generate revenue from crypto asset sales where the transactions are fulfilled
with our crypto assets to accommodate customers, primarily as a result of
unanticipated system disruptions. For the three and six months ended June 30,
2022, we did not experience any unanticipated system disruptions with material
impact to our financial results compared to four and nine unanticipated system
disruptions for the three and six months ended June 30, 2021, respectively. The
number of unanticipated system disruptions declined during the three and six
months ended June 30, 2022 as we continued to make significant investments in
database and network infrastructure to support trading volumes on our platform.


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Operating expenses

                                                Three Months Ended June 30,                                           Six Months Ended June 30,
                                                 2022                     2021               % Change                 2022                   2021               % Change
                                                      (in thousands)                                                        (in thousands)
Transaction expense                     $       167,187              $   335,426                   (50) %       $      445,013          $   569,492                   (22) %
Technology and development                      609,249                  291,461                   109               1,179,913              475,686                   148
Sales and marketing                             140,894                  195,733                   (28)                341,098              313,722                     9
General and administrative                      470,169                  248,195                    89                 883,747              369,426                   139
Restructuring                                    42,453                        -                   100                  42,453                    -                   100
Other operating expense, net                    422,762                  282,422                    50                 681,389              438,309                    55
Total operating expenses                $     1,852,714              $ 1,353,237                    37          $    3,573,613          $ 2,166,635                    65


Transaction expense for the three and six months ended June 30, 2022 decreased
by $168.2 million and $124.5 million, compared to the three and six months ended
June 30, 2021, respectively. Transaction expense as a percentage of net revenue
was 20.8% and 16.5% during the three months ended June 30, 2022 and 2021,
respectively, and 22.6% and 15.7% during the six months ended June 30, 2022 and
2021, respectively.

The decrease in Transaction expense for the three and six months ended June 30,
2022, compared to the three and six months ended June 30, 2021, was due to the
following:

•a decrease of $119.7 million and $157.4 million for three and six months ended
June 30, 2022, respectively, related to miner fees driven by a decrease in
blockchain transmission volume, both related to customer withdrawals and
corporate wallet movements, and lower blockchain network fees such as Ethereum
gas prices;

•a decrease of $49.2 million and $46.9 million for three and six months ended
June 30, 2022, respectively, related to payment processing fees from lower
settled trading volume;

•a decrease of $32.3 million and $13.8 million for three and six months ended
June 30, 2022, respectively, in transaction reversal losses due to lower
transaction volume; offset by


•an increase of $30.6 million and $90.0 million for three and six months ended
June 30, 2022, respectively, related to rewards paid or payable to users from
blockchain activities such as staking.

Technology and development expenses for the three and six months ended June 30,
2022 increased by $317.8 million and $704.2 million, respectively, compared to
the three and six months ended June 30, 2021, due to the following:

•an increase of $172.4 million and $458.6 million for the three and six months
ended June 30, 2022, respectively, in personnel-related expenses, including a
$129.7 million and $313.0 million increase in stock-based compensation expense,
due to a 135% and 147% increase in average headcount and the issuance of equity
instruments in conjunction with business combinations;

•an increase of $84.0 million and $159.0 million for the three and six months
ended June 30, 2022, respectively, in software and service costs, driven by
continued investment in our products and platform; and


•an increase of $24.3 million and $40.2 million for the three and six months
ended June 30, 2022, respectively, related to amortization expense related to
capitalized software and assembled workforce.

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Sales and marketing expenses for the three and six months ended June 30, 2022
decreased by $54.8 million and increased by $27.4 million compared to the three
and six months ended June 30, 2021, respectively. Sales and marketing as a
percentage of net revenue was 17.6% and 9.6% during the three months ended June
30, 2022 and 2021, respectively, and 17.3% and 8.6% during the six months ended
June 30, 2022 and 2021, respectively.

The decrease and increase in Sales and marketing for the three and six months
ended June 30, 2022, compared to the three and six months ended June 30, 2021,
was largely due to the following:

•an increase of $20.3 million and $44.5 million in personnel-related expenses
for the three and six months ended June 30, 2022, including a $12.7 million and
$24.1 million increase in stock-based compensation expense, due to a 178% and
207% increase in average headcount;

•an increase of $25.6 million and $39.1 million for the three and six months
ended June 30, 2022, respectively, in conference events and sponsorships; offset
by

•a decrease of $97.5 million and $61.7 million for the three and six months
ended June 30, 2022, respectively, in digital and offline advertising; and


•a decrease of $11.7 million and $6.6 million for the three and six months ended
June 30, 2022, respectively, in customer referral and promotion fees related to
marketing initiatives such as sweepstakes and incentivized campaigns.

General and administrative expenses for the three and six months ended June 30,
2022 increased by $222.0 million and $514.3 million compared to the three and
six months ended June 30, 2021, respectively, predominantly driven by the
following:

•an increase of $121.5 million and $257.6 million in customer support costs for
the three and six months ended June 30, 2022, respectively, due to an increase
in contingent workforce and managed services to support customer experience and
compliance, as a result of increased capacity needs. Our capacity needs may
increase in periods following higher trading volumes;

•an increase of $59.8 million and $143.3 million in personnel-related expenses
excluding customer support for the three and six months ended June 30, 2022,
respectively, including a $45.0 million and $87.7 million increase in
stock-based compensation, due to a 121% and 128% increase in average headcount;

•an increase of $29.9 million and $47.7 million in professional services for the
three and six months ended June 30, 2022, respectively, largely due to increased
business process and acquisition consulting services, as well as higher legal
fees related to litigation, regulatory and compliance; and

•an increase of $7.5 million and $15.0 million in software license costs for the
three and six months ended June 30, 2022, respectively, to support business,
security and risk applications; offset by

•a decrease of $39.2 million in direct listing costs associated with our direct
public listing in the second quarter of 2021.


Restructuring expenses were $42.5 million for the three and six months ended
June 30, 2022, driven by separation pay and other post-employment benefits
related to the workforce reduction in June 2022. There were no restructuring
expenses for the three and six months ended June 30, 2021.




                                       57
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Other operating expense, net for the three and six months ended June 30, 2022
increased by $140.3 million and $243.1 million compared to the three and six
months ended June 30, 2021, respectively, due to the following:

•an increase of $260.4 million and $487.5 million for the three and six months
ended June 30, 2022, respectively, related to gross impairment charges on crypto
assets held during the quarter. Impairment charges, net of any recoveries,
amounted to $377.0 million and $586.8 million during the three and six months
ended June 30, 2022, respectively, which relate to the crypto assets still held
as of June 30, 2022;

•an increase of $45.4 million for the six months ended June 30, 2022 due to
certain platform-related incidents and losses; the incident losses expense
remained flat for the three months ended June 30, 2022 as compared to June 30,
2021; offset by

•a decrease of $178.9 million and $364.8 million for the three and six months
ended June 30, 2022, respectively, attributed to the decrease in the crypto
assets sold in order to fulfill customer accommodation transactions, primarily
as a result of a decrease in the unanticipated system disruptions over the same
period; and

•a decrease of $61.6 million and $74.9 million for the three and six months
ended June 30, 2022, respectively, in digital asset realized gains.

Interest expense

                                   Three Months Ended June 30,                                 Six Months Ended June 30,
                                     2022               2021              % Change               2022              2021              % Change
                                         (in thousands)                                              (in thousands)
Interest expense                 $   23,656          $    748                  3063  %       $  45,794          $    748                  6022  %


During the three and six months ended June 30, 2022, we had interest expense on
debt of $23.7 million and $45.8 million compared to $0.7 million for the three
and six months ended June 30, 2021, respectively, due to our Convertible Notes
issued in May 2021, our Senior Notes issued in September 2021 and short-term
borrowings outstanding during the first six months of 2022.

Other expense (income), net

                             Three Months Ended June 30,                                    Six Months Ended June 30,
                               2022               2021              % Change                 2022                 2021              % Change
                                   (in thousands)                                                (in thousands)
Other expense (income),
net                        $  172,524          $  5,096                  3285  %       $      205,368          $ (3,857)                 5425  %


Other expense (income), net for the three and six months ended June 30, 2022
increased by $167.4 million and $209.2 million compared to the three and six
months ended June 30, 2021, respectively, due to the following:

•an increase in net unrealized and realized losses related to foreign exchange
of $96.9 million and $128.0 million for the three and six months ended June 30,
2022, respectively, predominantly due to the timing of Euro denominated
intercompany settlements and depreciation of the Euro and British Pound against
the U.S. dollar;

•an increase in impairment expense recognized on certain strategic equity
investments of $69.3 million for the three and six months ended June 30, 2022;
and


                                       58

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•an increase in net realized and unrealized losses on investments of $4.3
million and $14.5 million for the three and six months ended June 30, 2022,
respectively, primarily due to the remeasurement gain of $8.8 million during the
six months ended June 30, 2021 related to our previously held investment in
Bison Trails, as a result of the acquisition that occurred in February 2021;
offset by

•a remeasurement gain of $8.2 million related to a contingent consideration
arrangement recognized during the three and six months ended June 30, 2022.

Benefit from income taxes

                                Three Months Ended June 30,                                           Six Months Ended June 30,
                                  2022                  2021               % Change                   2022                    2021               % Change
                                       (in thousands)                                                      (in thousands)
Benefit from income taxes  $      (146,915)         $ (737,468)                  (80) %       $     (326,701)             $ (512,265)                 

(36) %



The benefit from income taxes decreased by $590.6 million and $185.6 million for
the three and six months ended June 30, 2022 compared to the three and six
months ended June 30, 2021, respectively. The benefit from income taxes
decreased due to the reduction in certain stock-based compensation and research
and development credits, and a valuation allowance recorded on impairment
charges, partially offset by tax benefits on pretax loss during the three and
six months ended June 30, 2022.

Non-GAAP Financial Measure


In addition to our results determined in accordance with GAAP, we believe
Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating
performance. We use Adjusted EBITDA to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that Adjusted EBITDA may
be helpful to investors because it provides consistency and comparability with
past financial performance. However, Adjusted EBITDA is presented for
supplemental informational purposes only, has limitations as an analytical tool,
and should not be considered in isolation or as a substitute for financial
information presented in accordance with GAAP. Among other non-cash and
non-recurring items, Adjusted EBITDA excludes stock-based compensation expense,
which has recently been, and will continue to be for the foreseeable future, a
significant recurring expense for our business and an important part of our
compensation strategy. In addition, other companies, including companies in our
industry, may calculate similarly titled non-GAAP measures differently or may
use other measures to evaluate their performance, all of which could reduce the
usefulness of our non-GAAP financial measures as tools for comparison. A
reconciliation is provided below for each non-GAAP financial measure to the most
directly comparable financial measure stated in accordance with GAAP. Investors
are encouraged to review the related GAAP financial measures and the
reconciliation of these non-GAAP financial measures to their most directly
comparable GAAP financial measures, and not to rely on any single financial
measure to evaluate our business

We calculate Adjusted EBITDA as net loss or income, adjusted to exclude benefit
from income taxes, depreciation and amortization, interest expense, crypto asset
borrowing costs, stock-based compensation expense, crypto asset impairment, net,
other impairment, impairment on investments, non-recurring Direct Listing
expenses, restructuring, unrealized loss on foreign exchange, fair value gain or
loss on derivatives, non-recurring legal reserves and related costs, and other
adjustments, net.

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The following table provides a reconciliation of net (loss) income to Adjusted
EBITDA:

                                               Three Months Ended
                                                    June 30,                    Six Months Ended June 30,
                                                         2022                   2021                  2022                  2021
                                                                                     (in thousands)
Net (loss) income                                   $ (1,093,654)         $ 

1,606,349 $ (1,523,313) $ 2,377,812
Adjusted to exclude the following:
Benefit from income taxes

                               (146,915)              (737,468)             (326,701)            (512,265)
Depreciation and amortization                             42,027                 12,612                73,607               23,534
Interest expense                                          23,656                    748                45,794                  748
Crypto asset borrowing costs                               1,566                  2,925                 3,002                7,198
Stock-based compensation                                 391,496                189,335               743,637              293,963
Crypto asset impairment, net(1)                          377,005                 57,343               586,823               58,184
Impairment on investments                                 69,289                      -                69,289                    -
Other impairment(2)                                        6,770                      -                 7,949                    -
Non-recurring Direct Listing expenses                          -                 35,000                     -               39,160
Restructuring                                             42,453                      -                42,453                    -
Unrealized loss on foreign exchange                      107,683                  5,261               115,072                2,392
Fair value (gain) loss on derivatives                     (2,500)               (22,415)                  952              (25,215)

Legal reserves and related costs                          14,250                      -                14,250                1,500
Other adjustments, net(3)                                 15,797                      -                15,797                    -
Adjusted EBITDA                                     $   (151,077)         $   1,149,690          $   (131,389)         $ 2,267,011


______________
(1)Crypto asset impairment, net represents impairment on crypto assets still
held.
(2)Other impairment represents impairment on Intangible assets, net of $3.2
million and $4.4 million for the three and six months ended June 30, 2022,
respectively, and impairment on Property and equipment, net of $3.6 million for
the three and six months ended June 30, 2022, respectively.
(3)Other adjustments, net includes $12.5 million pertaining to value-added taxes
(VAT), $11.5 million associated with payments made on rescinded employment
offers, offset by an unrealized gain of $8.2 million related to a contingent
consideration arrangement.


                                       60
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Liquidity and Capital Resources

Cash and Cash Equivalents, Restricted Cash and USDC


As of June 30, 2022, we had cash and cash equivalents of $5.7 billion, exclusive
of restricted cash and customer custodial cash. As of June 30, 2022 and December
31, 2021, our cash and cash equivalents, restricted cash, and USDC balance
consisted of the following (in millions):

                                   June 30,       December 31,
                                     2022             2021
Cash and cash equivalents:
Cash equivalents(1)               $ 2,773.1      $     4,813.6
Cash held at banks                  2,740.1            2,141.0
Cash held at venues                   168.9              168.9

Total Cash and cash equivalents $ 5,682.1 $ 7,123.5

Restricted cash(2)                $    29.0      $        31.0
USDC(3)                           $   361.7      $       100.1


_________________________
(1) Cash equivalents consists of money market funds primarily denominated in
U.S. dollars.
(2) Restricted cash consists primarily of amounts held in restricted bank
accounts at certain third-party banks as security deposits or pledged as
collateral to secure letters of credit.
(3) USDC is a stablecoin which can be redeemed one USDC for one U.S. dollar on
demand. While not accounted for as cash or cash equivalents, we treat our USDC
holdings as a liquidity resource.

Debt


In September 2021, we issued $2.0 billion in Senior Notes consisting of $1.0
billion of 2028 Senior Notes due on October 1, 2028 and $1.0 billion of 2031
Senior Notes due on October 1, 2031. In May 2021, we issued an aggregate of
$1.44 billion of 2026 Convertible Notes that mature on June 1, 2026, unless
converted, redeemed or repurchased on an earlier date. We periodically issue
short-term debt to support certain business operations. See Notes 10. Accrued
Expenses and Other Current Liabilities and 11. Indebtedness of the Notes to our
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q for further information regarding our short and
long-term borrowings, respectively.

In June 2022, Moody's Investors Service ("Moody's") announced a downgrade of our
Corporate Family Rating (CFR) to Ba3 from Ba2 and downgraded our guaranteed
senior unsecured notes to Ba2 from Ba1. The ratings were placed under review for
further downgrade. In addition, S&P Global Ratings revised their outlook to
negative from stable.

Crypto Assets


Our crypto asset investment policy allows us to invest up to 10% of our
quarterly net income into a diversified portfolio of crypto assets. Our
investments will be deployed over a multi-quarter window. We continue to execute
all trades away from our crypto asset trading platform to avoid any conflict of
interest with our customers. We may increase or decrease our allocation over
time.

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As of June 30, 2022, we held $403.4 million of crypto assets for investment and
operating purposes at impaired cost. Our future earnings and cash flows will be
impacted when we choose to monetize our crypto assets and the variability of our
earnings will be dependent on the future fair value of such crypto assets. We
have limited ability to predict whether the sale of crypto assets received from
airdrops or forks will be material to our future earnings, which is dependent on
the future market liquidity, viability and fair value of such crypto assets. Our
current policy is not to monetize unsupported forks or airdrops held on our
platform. Crypto assets received through airdrops and forks, at the time of the
airdrop or fork and at the end of the periods presented, are not material to our
financial statements.

As of June 30, 2022 and December 31, 2021, the cost basis and fair value of our
crypto assets held at impaired cost was as follows:

                                                            June 30,                            December 31,
                                                              2022                                  2021
                                                                      Fair
                                                   Cost(1)          value(2)          Cost(1)           Fair value(2)
                                                                              (in millions)
Crypto assets held as investments:
Bitcoin                                           $ 112.4          $  173.6          $  87.9          $        265.8
Ethereum                                             98.6             135.4             46.1                   167.1
Other                                                78.7             118.8             75.4                   263.1
Total crypto assets held as investments             289.7             427.8            209.4                   696.0

Crypto assets held for operating purposes:
Bitcoin                                              13.5              19.1             95.5                    97.9
Ethereum                                             16.1              16.1             58.2                    75.4
Other                                                84.1              90.0            203.4                   267.5
Total crypto assets held for operating purposes     113.7             125.2            357.1                   440.8
Total crypto assets held                          $ 403.4          $  553.0 

$ 566.5 $ 1,136.8

__________________

(1)Cost amounts shown are net of impairment recognized.
(2)The fair value of crypto assets held is based on quoted market prices for one
unit of each crypto asset reported on our platform at 11:59 pm Coordinated
Universal Time (UTC) on the last day of the respective period multiplied by the
quantity of each crypto asset held.

We view our crypto asset investments as long term holdings and we do not plan to
engage in regular trading of crypto assets. During times of instability in the
market of crypto assets, we may not be able to sell our crypto assets at
reasonable prices or at all. As a result, our crypto assets are less liquid than
our existing cash and cash equivalents and may not be able to serve as a source
of liquidity for us to the same extent as cash and cash equivalents. Customer
accommodations and corporate expenses denominated in crypto assets are fulfilled
with crypto assets held for operational purposes. We recognized $295.3 million
and $436.3 million of impairment expense on our crypto asset investment
portfolio for the three and six months ended June 30, 2022, respectively.

Customer crypto assets and liabilities


The Company safeguards customer crypto assets and the associated keys and is
obligated to safeguard them from loss, theft, or other misuse. In accordance
with recently adopted guidance, SAB 121, we record customer crypto assets, as
well as corresponding customer crypto assets on the condensed consolidated
balance sheets, at fair value. See Note 8. Customer assets and liabilities to
the condensed consolidated financial statements included in Part 1. Item 1 of
this Quarterly Report on Form 10-Q, for further information as of June 30, 2022.


                                       62
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Cash Requirements and Contractual Obligations


Certain jurisdictions where we operate require us to hold eligible liquid
assets, as defined by applicable regulatory requirements and commercial law in
these jurisdictions, equal to at least 100% of the aggregate amount of all
customer custodial cash liabilities. Depending on the jurisdiction, eligible
liquid assets can include cash and cash equivalents, customer custodial cash,
and in-transit funds receivable. As of June 30, 2022 and December 31, 2021, our
eligible liquid assets were greater than the aggregate amount of customer
custodial cash liabilities. We are also required to hold corporate liquid assets
at our subsidiaries to meet capital requirements established by our regulators
based on the value of crypto assets held in custody.

Our cash flow from operating activities may materially fluctuate from
period-to-period based on movement within our customer custodial cash
liabilities. Since our customer custodial cash is included in our cash, cash
equivalents, and restricted cash balance on our statements of cash flows, any
large fluctuations in the related liability will directly impact our cash flow
from operating activities. We believe our existing cash and cash equivalents
will be sufficient in both the short and long term to meet our requirements and
plans for cash, including meeting our working capital and capital expenditure
requirements. Our ability to meet our requirements and plans for cash, including
meeting our working capital and capital expenditure requirements, will depend on
many factors, including market acceptance of crypto assets and blockchain
technology, our growth, our ability to attract and retain customers on our
platform, the continuing market acceptance of our products and services, the
introduction of new subscription products and services on our platform,
expansion of sales and marketing activities, and overall economic conditions. We
anticipate satisfying our short-term cash requirements with our existing cash
and cash equivalents and may satisfy our long-term cash requirements with cash
and cash equivalents on hand or with proceeds from a future equity or debt
financing.

To the extent that current and anticipated future sources of liquidity are
insufficient to fund our future business activities and cash and other
requirements, we may be required to seek additional equity or debt financing.
The sale of additional equity would result in additional dilution to our
stockholders. The incurrence of additional debt financing would result in debt
service obligations and the instruments governing such debt could provide for
operating and financing covenants that would restrict our operations. As a
result of our downgrade, our ability to raise additional financing from external
sources in the future may be adversely affected and we may not be able to raise
capital on terms acceptable to us or at all. In addition, even if debt financing
is available, the cost of additional financing may be significantly higher than
our current debt.

Our material cash requirements and contractual obligations arising in the normal
course of business primarily consist of operating lease commitments,
non-cancelable purchase obligations, debt and related interest payments, and
income taxes. With respect to operating lease commitments, which consists of
operating leases for corporate offices as of June 30, 2022, the total amount of
lease payments due is $99.0 million, with $37.4 million due within the next 12
months. With respect to non-cancelable purchase obligations, which consists of
committed spend relating to technology and advertising, as of June 30, 2022, the
total amount due was $602.5 million, with $328.7 million due within the next 12
months. See Notes 10. Accrued Expenses and Other Current Liabilities, 11.
Indebtedness and 16. Income Taxes of the Notes to our condensed consolidated
financial statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q, for further information relating to debt and income taxes as of June 30,
2022.

                                       63
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Cash flows

                                                                    Six Months Ended June 30,
                                                                    2022                   2021
                                                                          (in thousands)
Net cash (used in) provided by operating activities           $   (3,863,775)         $ 7,394,664
Net cash used in investing activities                               (618,620)            (337,748)
Net cash (used in) provided by financing activities                 (186,157)           1,434,676

Net (decrease) increase in cash, cash equivalents, and
restricted cash

                                               $   

(4,668,552) $ 8,491,592
Effect of exchange rates on cash, cash equivalents, and
restricted cash

                                               $     (119,932)         $    11,015
Change in customer custodial cash                             $   

(3,345,085) $ 5,198,420

Operating activities


We assess our cash flow from operating activities by adjusting for the change in
customer custodial cash. We use this as a more accurate indicator of changes in
our cash position and our ability to invest in our infrastructure and people to
achieve our strategic objectives.

Net cash used in operating activities was $3.9 billion for the six months ended
June 30, 2022, of which $3.4 billion related to cash from the change in customer
custodial cash liabilities. Our net cash used in operating activities, other
than from customer custodial cash liabilities, reflected a net loss of $1.5
billion, partially offset by non-cash adjustments of $1.3 billion, which was
driven by stock-based compensation expense, crypto asset impairment expense,
unrealized losses on foreign exchange, depreciation and amortization expense,
impairment expense on ventures investments, non-cash lease expense and other
impairment expense. This was partially offset by deferred income taxes and
realized gains on crypto assets driven by net crypto assets received from
operating activities. In addition to these changes were changes in operating
assets and liabilities, other than customer custodial cash liabilities, of
$215.7 million.

Net cash provided by operating activities was $7.4 billion for the six months
ended June 30, 2021, of which $5.1 billion related to cash from the change in
customer custodial cash liabilities. Our net cash provided by operating
activities, other than from customer custodial cash liabilities, reflected net
income of $2.4 billion, non-cash adjustments of $247.1 million, which was driven
by stock-based compensation expense, impairment expense, depreciation and
amortization expense, and non-cash lease expense. This was partially offset by
realized gains on crypto assets driven by net crypto assets received from
operating activities and fair value derivative adjustments. In addition to these
changes were changes in operating assets and liabilities, other than customer
custodial cash liabilities, of $331.5 million.

Investing activities


Net cash used in investing activities of $618.6 million for the six months ended
June 30, 2022 was due to $443.7 million in net outflow for the purchase and sale
of crypto assets, $186.2 million in net cash paid in the Unbound Security and
FairXchange acquisitions, $46.9 million in investments of companies and
technologies and $32.1 million in capitalized internal-use software development
costs. This was partially offset by $92.5 million in net inflow for retail user
loans repaid and originated.

Net cash used in investing activities of $337.7 million for the six months ended
June 30, 2021 was due to $163.4 million in net outflow for the purchase and sale
of crypto assets, $68.7 million in net outflow for retail user loans originated
and repaid, $38.6 million in investments of companies and technologies, $33.0
million in net cash paid in the Bison Trails acquisition, $24.0 million related
to the asset acquisition of technical talent and $9.8 million in capitalized
internal-use software development costs.

                                       64

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Financing activities


Net cash used in financing activities of $186.2 million for the six months ended
June 30, 2022 was due to $213.1 million of taxes paid related to net share
settlements of equity awards and $170.0 million in repayments of short-term
borrowings. This was partially offset by $149.4 million of proceeds received
from the issuance of short-term borrowings, net of issuance costs, $31.9 million
of proceeds from the issuance of common stock from stock option exercises, net
of repurchases, and $12.0 million of proceeds received under the employee stock
purchase plan.

Net cash provided by financing activities of $1.4 billion for the six months
ended June 30, 2021 was due to $1.4 billion of proceeds from the issuance of our
convertible senior notes, net of issuances costs, $149.9 million of proceeds
from the issuance of common stock from stock option exercises, net of
repurchases, and $20.0 million of proceeds from the issuance of a short-term
borrowing. This was partially offset by the purchase of $90.1 million of capped
calls in connection with our convertible senior notes, and $51.7 million of
taxes paid related to net share settlement of equity awards.

Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with GAAP. In preparing the condensed consolidated
financial statements, we make estimates and judgments that affect the reported
amounts of assets, liabilities, stockholders' equity, revenue, expenses, and
related disclosures. We re-evaluate our estimates on an on-going basis. Our
estimates are based on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Because of the
uncertainty inherent in these matters, actual results may differ from these
estimates and could differ based upon other assumptions or conditions.

Except as described in Note 2. Summary of Significant Accounting Policies, of
the Notes to the condensed consolidated financial statements in Part I, Item 1
of this Quarterly Report on Form 10-Q, there have been no material changes to
our critical accounting policies and estimates as compared to the critical
accounting policies and estimates disclosed in our Annual Report on Form 10-K
which was filed with the Securities and Exchange Commission (the "SEC") on
February 25, 2022.

Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, of the Notes to the
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q for a discussion about new accounting
pronouncements adopted and not yet adopted as of the date of this report.

                                       65

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© Edgar Online, source Glimpses

Traciwininger
Author: Traciwininger

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