More on Web3 & Crypto
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Nathan Reiff
4 years ago
Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.

Vivek Singh
4 years ago
A Warm Welcome to Web3 and the Future of the Internet
Let's take a look back at the internet's history and see where we're going — and why.
Tim Berners Lee had a problem. He was at CERN, the world's largest particle physics factory, at the time. The institute's stated goal was to study the simplest particles with the most sophisticated scientific instruments. The institute completed the LEP Tunnel in 1988, a 27 kilometer ring. This was Europe's largest civil engineering project (to study smaller particles — electrons).
The problem Tim Berners Lee found was information loss, not particle physics. CERN employed a thousand people in 1989. Due to team size and complexity, people often struggled to recall past project information. While these obstacles could be overcome, high turnover was nearly impossible. Berners Lee addressed the issue in a proposal titled ‘Information Management'.
When a typical stay is two years, data is constantly lost. The introduction of new people takes a lot of time from them and others before they understand what is going on. An emergency situation may require a detective investigation to recover technical details of past projects. Often, the data is recorded but cannot be found. — Information Management: A Proposal
He had an idea. Create an information management system that allowed users to access data in a decentralized manner using a new technology called ‘hypertext'.
To quote Berners Lee, his proposal was “vague but exciting...”. The paper eventually evolved into the internet we know today. Here are three popular W3C standards used by billions of people today:
(credit: CERN)
HTML (Hypertext Markup)
A web formatting language.
URI (Unique Resource Identifier)
Each web resource has its own “address”. Known as ‘a URL'.
HTTP (Hypertext Transfer Protocol)
Retrieves linked resources from across the web.
These technologies underpin all computer work. They were the seeds of our quest to reorganize information, a task as fruitful as particle physics.
Tim Berners-Lee would probably think the three decades from 1989 to 2018 were eventful. He'd be amazed by the billions, the inspiring, the novel. Unlocking innovation at CERN through ‘Information Management'.
The fictional character would probably need a drink, walk, and a few deep breaths to fully grasp the internet's impact. He'd be surprised to see a few big names in the mix.
Then he'd say, "Something's wrong here."
We should review the web's history before going there. Was it a success after Berners Lee made it public? Web1 and Web2: What is it about what we are doing now that so many believe we need a new one, web3?
Per Outlier Ventures' Jamie Burke:
Web 1.0 was read-only.
Web 2.0 was the writable
Web 3.0 is a direct-write web.
Let's explore.
Web1: The Read-Only Web
Web1 was the digital age. We put our books, research, and lives ‘online'. The web made information retrieval easier than any filing cabinet ever. Massive amounts of data were stored online. Encyclopedias, medical records, and entire libraries were put away into floppy disks and hard drives.
In 2015, the web had around 305,500,000,000 pages of content (280 million copies of Atlas Shrugged).
Initially, one didn't expect to contribute much to this database. Web1 was an online version of the real world, but not yet a new way of using the invention.
One gets the impression that the web has been underutilized by historians if all we can say about it is that it has become a giant global fax machine. — Daniel Cohen, The Web's Second Decade (2004)
That doesn't mean developers weren't building. The web was being advanced by great minds. Web2 was born as technology advanced.
Web2: Read-Write Web
Remember when you clicked something on a website and the whole page refreshed? Is it too early to call the mid-2000s ‘the good old days'?
Browsers improved gradually, then suddenly. AJAX calls augmented CGI scripts, and applications began sending data back and forth without disrupting the entire web page. One button to ‘digg' a post (see below). Web experiences blossomed.
In 2006, Digg was the most active ‘Web 2.0' site. (Photo: Ethereum Foundation Taylor Gerring)
Interaction was the focus of new applications. Posting, upvoting, hearting, pinning, tweeting, liking, commenting, and clapping became a lexicon of their own. It exploded in 2004. Easy ways to ‘write' on the internet grew, and continue to grow.
Facebook became a Web2 icon, where users created trillions of rows of data. Google and Amazon moved from Web1 to Web2 by better understanding users and building products and services that met their needs.
Business models based on Software-as-a-Service and then managing consumer data within them for a fee have exploded.
Web2 Emerging Issues
Unbelievably, an intriguing dilemma arose. When creating this read-write web, a non-trivial question skirted underneath the covers. Who owns it all?
You have no control over [Web 2] online SaaS. People didn't realize this because SaaS was so new. People have realized this is the real issue in recent years.
Even if these organizations have good intentions, their incentive is not on the users' side.
“You are not their customer, therefore you are their product,” they say. With Laura Shin, Vitalik Buterin, Unchained
A good plot line emerges. Many amazing, world-changing software products quietly lost users' data control.
For example: Facebook owns much of your social graph data. Even if you hate Facebook, you can't leave without giving up that data. There is no ‘export' or ‘exit'. The platform owns ownership.
While many companies can pull data on you, you cannot do so.
On the surface, this isn't an issue. These companies use my data better than I do! A complex group of stakeholders, each with their own goals. One is maximizing shareholder value for public companies. Tim Berners-Lee (and others) dislike the incentives created.
“Show me the incentive and I will show you the outcome.” — Berkshire Hathaway's CEO
It's easy to see what the read-write web has allowed in retrospect. We've been given the keys to create content instead of just consume it. On Facebook and Twitter, anyone with a laptop and internet can participate. But the engagement isn't ours. Platforms own themselves.
Web3: The ‘Unmediated’ Read-Write Web
Tim Berners Lee proposed a decade ago that ‘linked data' could solve the internet's data problem.
However, until recently, the same principles that allowed the Web of documents to thrive were not applied to data...
The Web of Data also allows for new domain-specific applications. Unlike Web 2.0 mashups, Linked Data applications work with an unbound global data space. As new data sources appear on the Web, they can provide more complete answers.
At around the same time as linked data research began, Satoshi Nakamoto created Bitcoin. After ten years, it appears that Berners Lee's ideas ‘link' spiritually with cryptocurrencies.
What should Web 3 do?
Here are some quick predictions for the web's future.
Users' data:
Users own information and provide it to corporations, businesses, or services that will benefit them.
Defying censorship:
No government, company, or institution should control your access to information (1, 2, 3)
Connect users and platforms:
Create symbiotic rather than competitive relationships between users and platform creators.
Open networks:
“First, the cryptonetwork-participant contract is enforced in open source code. Their voices and exits are used to keep them in check.” Dixon, Chris (4)
Global interactivity:
Transacting value, information, or assets with anyone with internet access, anywhere, at low cost
Self-determination:
Giving you the ability to own, see, and understand your entire digital identity.
Not pull, push:
‘Push' your data to trusted sources instead of ‘pulling' it from others.
Where Does This Leave Us?
Change incentives, change the world. Nick Babalola
People believe web3 can help build a better, fairer system. This is not the same as equal pay or outcomes, but more equal opportunity.
It should be noted that some of these advantages have been discussed previously. Will the changes work? Will they make a difference? These unanswered questions are technical, economic, political, and philosophical. Unintended consequences are likely.
We hope Web3 is a more democratic web. And we think incentives help the user. If there’s one thing that’s on our side, it’s that open has always beaten closed, given a long enough timescale.
We are at the start.

Ann
3 years ago
These new DeFi protocols are just amazing.
I've never seen this before.
Focus on native crypto development, not price activity or turmoil.
CT is boring now. Either folks are still angry about FTX or they're distracted by AI. Plus, it's year-end, and people rest for the holidays. 2022 was rough.
So DeFi fans can get inspired by something fresh. Who's building? As I read the Defillama daily roundup, many updates are still on FTX and its contagion.
I've used the same method on their Raises page. Not much happened :(. Maybe my high standards are to fault, but the business may be resting. OK.
The handful I locate might last us till the end of the year. (If another big blowup occurs.)
Hashflow
An on-chain monitor account I follow reported a huge transfer of $HFT from Binance to Jump Tradings.
I was intrigued. Stacking? So I checked and discovered out the project was launched through Binance Launchpad, which has introduced many 100x tokens (although momentarily) in the past, such as GALA and STEPN.
Hashflow appears to be pumpable. Binance launchpad, VC backers, CEX listing immediately. What's the protocol?
Hasflow is intriguing and timely, I discovered. After the FTX collapse, people looked more at DEXs.
Hashflow is a decentralized exchange that connects traders with professional market makers, according to its Binance launchpad description. Post-FTX, market makers lost their MM-ing chance with the collapse of the world's third-largest exchange. Jump and Wintermute back them?
Why is that the case? Hashflow doesn't use bonding curves like standard AMM. On AMMs, you pay more for the following trade because the prior trade reduces liquidity (supply and demand). With market maker quotations, you get a CEX-like experience (fewer coins in the pool, higher price). Stable prices, no MEV frontrunning.
Hashflow is innovative because...
DEXs gained from the FTX crash, but let's be honest: DEXs aren't as good as CEXs. Hashflow will change this.
Hashflow offers MEV protection, which major dealers seek in DEXs. You can trade large amounts without front running and sandwich assaults.
Hasflow offers a user-friendly swapping platform besides MEV. Any chain can be traded smoothly. This is a benefit because DEXs lag CEXs in UX.
Status, timeline:
Wintermute wrote in August that prominent market makers will work on Hashflow. Binance launched a month-long farming session in December. Jump probably participated in this initial sell, therefore we witnessed a significant transfer after the introduction.
Binance began trading HFT token on November 11 (the day FTX imploded). coincidence?)
Tokens are used for community rewards. Perhaps they'd copy dYdX. (Airdrop?). Read their documents about their future plans. Tokenomics doesn't impress me. Governance, rewards, and NFT.
Their stat page details their activity. First came Ethereum, then Arbitrum. For a new protocol in a bear market, they handled a lot of unique users daily.
It’s interesting to see their future. Will they be thriving? Not only against DEXs, but also among the CEXs too.
STFX
I forget how I found STFX. Possibly a Twitter thread concerning Arbitrum applications. STFX was the only new protocol I found interesting.
STFX is a new concept and trader problem-solver. I've never seen this protocol.
STFX allows you copy trades. You give someone your money to trade for you.
It's a marketplace. Traders are everywhere. You put your entry, exit, liquidation point, and trading theory. Twitter has a verification system for socials. Leaderboards display your trading skill.
This service could be popular. Staying disciplined is the hardest part of trading. Sometimes you take-profit too early or too late, or sell at a loss when an asset dumps, then it soon recovers (often happens in crypto.) It's hard to stick to entry-exit and liquidation plans.
What if you could hire someone to run your trade for a little commission? Set-and-forget.
Trading money isn't easy. Trust how? How do you know they won't steal your money?
Smart contracts.
STFX's trader is a vault maker/manager. One trade=one vault. User sets long/short, entrance, exit, and liquidation point. Anyone who agrees can exchange instantly. The smart contract will keep the fund during the trade and limit the manager's actions.
Here's STFX's transaction flow.
Managers and the treasury receive fees. It's a sustainable business strategy that benefits everyone.
I'm impressed by $STFX's planned use. Brilliant priority access. A crypto dealer opens a vault here. Many would join. STFX tokens offer VIP access over those without tokens.
STFX provides short-term trading, which is mind-blowing to me. I agree with their platform's purpose. Crypto market pricing actions foster short-termism. When you trade, the turnover could be larger than long-term holding or trading. 2017 BTC buyers waited 5 years to complete their holdings.
STFX teams simply adapted. Volatility aids trading.
All things about STFX scream Degen. The protocol fully embraces the degen nature of some, if not most, crypto natives.
An enjoyable dApp. Leaderboards are fun for reputation-building. FLEXING COMPETITIONS. You can join for as low as $10. STFX uses Arbitrum, therefore gas costs are low. Alpha procedure completes the degen feeling.
Despite looking like they don't take themselves seriously, I sense a strong business plan below. There is a real demand for the solution STFX offers.
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Greg Satell
3 years ago
Focus: The Deadly Strategic Idea You've Never Heard Of (But Definitely Need To Know!
Steve Jobs' initial mission at Apple in 1997 was to destroy. He killed the Newton PDA and Macintosh clones. Apple stopped trying to please everyone under Jobs.
Afterward, there were few highly targeted moves. First, the pink iMac. Modest success. The iPod, iPhone, and iPad made Apple the world's most valuable firm. Each maneuver changed the company's center of gravity and won.
That's the idea behind Schwerpunkt, a German military term meaning "focus." Jobs didn't need to win everywhere, just where it mattered, so he focused Apple's resources on a few key goods. Finding your Schwerpunkt is more important than charts and analysis for excellent strategy.
Comparison of Relative Strength and Relative Weakness
The iPod, Apple's first major hit after Jobs' return, didn't damage Microsoft and the PC, but instead focused Apple's emphasis on a fledgling, fragmented market that generated "sucky" products. Apple couldn't have taken on the computer titans at this stage, yet it beat them.
The move into music players used Apple's particular capabilities, especially its ability to build simple, easy-to-use interfaces. Jobs' charisma and stature, along his understanding of intellectual property rights from Pixar, helped him build up iTunes store, which was a quagmire at the time.
In Good Strategy | Bad Strategy, management researcher Richard Rumelt argues that good strategy uses relative strength to counter relative weakness. To discover your main point, determine your abilities and where to effectively use them.
Steve Jobs did that at Apple. Microsoft and Dell, who controlled the computer sector at the time, couldn't enter the music player business. Both sought to produce iPod competitors but failed. Apple's iPod was nobody else's focus.
Finding The Center of Attention
In a military engagement, leaders decide where to focus their efforts by assessing commanders intent, the situation on the ground, the topography, and the enemy's posture on that terrain. Officers spend their careers learning about schwerpunkt.
Business executives must assess internal strengths including personnel, technology, and information, market context, competitive environment, and external partner ecosystems. Steve Jobs was a master at analyzing forces when he returned to Apple.
He believed Apple could integrate technology and design for the iPod and that the digital music player industry sucked. By analyzing competitors' products, he was convinced he could produce a smash by putting 1000 tunes in my pocket.
The only difficulty was there wasn't the necessary technology. External ecosystems were needed. On a trip to Japan to meet with suppliers, a Toshiba engineer claimed the company had produced a tiny memory drive approximately the size of a silver dollar.
Jobs knew the memory drive was his focus. He wrote a $10 million cheque and acquired exclusive technical rights. For a time, none of his competitors would be able to recreate his iPod with the 1000 songs in my pocket.
How to Enter the OODA Loop
John Boyd invented the OODA loop as a pilot to better his own decision-making. First OBSERVE your surroundings, then ORIENT that information using previous knowledge and experiences. Then you DECIDE and ACT, which changes the circumstance you must observe, orient, decide, and act on.
Steve Jobs used the OODA loop to decide to give Toshiba $10 million for a technology it had no use for. He compared the new information with earlier observations about the digital music market.
Then something much more interesting happened. The iPod was an instant hit, changing competition. Other computer businesses that competed in laptops, desktops, and servers created digital music players. Microsoft's Zune came out in 2006, Dell's Digital Jukebox in 2004. Both flopped.
By then, Apple was poised to unveil the iPhone, which would cause its competitors to Observe, Orient, Decide, and Act. Boyd named this OODA Loop infiltration. They couldn't gain the initiative by constantly reacting to Apple.
Microsoft and Dell were titans back then, but it's hard to recall. Apple went from near bankruptcy to crushing its competition via Schwerpunkt.
Rather than a destination, it is a journey
Trying to win everywhere is a strategic blunder. Win significant fights, not trivial skirmishes. Identifying a focal point to direct resources and efforts is the essence of Schwerpunkt.
When Steve Jobs returned to Apple, PC firms were competing, but he focused on digital music players, and the iPod made Apple a player. He launched the iPhone when his competitors were still reacting. When Steve Jobs said, "One more thing," at the end of a product presentation, he had a new focus.
Schwerpunkt isn't static; it's dynamic. Jobs' ability to observe, refocus, and modify the competitive backdrop allowed Apple to innovate consistently. His strategy was tailored to Apple's capabilities, customers, and ecosystem. Microsoft or Dell, better suited for the enterprise sector, couldn't succeed with a comparable approach.
There is no optimal strategy, only ones suited to a given environment, when relative strength might be used against relative weakness. Discovering the center of gravity where you can break through is more of a journey than a destination; it will become evident after you reach.

Victoria Kurichenko
3 years ago
Here's what happened after I launched my second product on Gumroad.
One-hour ebook sales, affiliate relationships, and more.
If you follow me, you may know I started a new ebook in August 2022.
Despite publishing on this platform, my website, and Quora, I'm not a writer.
My writing speed is slow, 2,000 words a day, and I struggle to communicate cohesively.
In April 2022, I wrote a successful guide on How to Write Google-Friendly Blog Posts.
I had no email list or social media presence. I've made $1,600+ selling ebooks.
Evidence:
My first digital offering isn't a book.
It's an actionable guide with my tried-and-true process for writing Google-friendly content.
I'm not bragging.
Established authors like Tim Denning make more from my ebook sales with one newsletter.
This experience taught me writing isn't a privilege.
Writing a book and making money online doesn't require expertise.
Many don't consult experts. They want someone approachable.
Two years passed before I realized my own limits.
I have a brain, two hands, and Internet to spread my message.
I wrote and published a second ebook after the first's success.
On Gumroad, I released my second digital product.
Here's my complete Gumroad evaluation.
Gumroad is a marketplace for content providers to develop and sell sales pages.
Gumroad handles payments and client requests. It's helpful when someone sends a bogus payment receipt requesting an ebook (actual story!).
You'll forget administrative concerns after your first ebook sale.
After my first ebook sale, I did this: I made additional cash!
After every sale, I tell myself, "I built a new semi-passive revenue source."
This thinking shift helps me become less busy while increasing my income and quality of life.
Besides helping others, folks sell evergreen digital things to earn passive money.
It's in my second ebook.
I explain how I built and sold 50+ copies of my SEO writing ebook without being an influencer.
I show how anyone can sell ebooks on Gumroad and automate their sales process.
This is my ebook.
After publicizing the ebook release, I sold three copies within an hour.
Wow, or meh?
I don’t know.
The answer is different for everyone.
These three sales came from a small email list of 40 motivated fans waiting for my ebook release.
I had bigger plans.
I'll market my ebook on Medium, my website, Quora, and email.
I'm testing affiliate partnerships this time.
One of my ebook buyers is now promoting it for 40% commission.
Become my affiliate if you think your readers would like my ebook.
My ebook is a few days old, but I'm interested to see where it goes.
My SEO writing book started without an email list, affiliates, or 4,000 website visitors. I've made four figures.
I'm slowly expanding my communication avenues to have more impact.
Even a small project can open doors you never knew existed.
So began my writing career.
In summary
If you dare, every concept can become a profitable trip.
Before, I couldn't conceive of creating an ebook.
How to Sell eBooks on Gumroad is my second digital product.
Marketing and writing taught me that anything can be sold online.
Sam Hickmann
4 years ago
What is headline inflation?
Headline inflation is the raw Consumer price index (CPI) reported monthly by the Bureau of labour statistics (BLS). CPI measures inflation by calculating the cost of a fixed basket of goods. The CPI uses a base year to index the current year's prices.
Explaining Inflation
As it includes all aspects of an economy that experience inflation, headline inflation is not adjusted to remove volatile figures. Headline inflation is often linked to cost-of-living changes, which is useful for consumers.
The headline figure doesn't account for seasonality or volatile food and energy prices, which are removed from the core CPI. Headline inflation is usually annualized, so a monthly headline figure of 4% inflation would equal 4% inflation for the year if repeated for 12 months. Top-line inflation is compared year-over-year.
Inflation's downsides
Inflation erodes future dollar values, can stifle economic growth, and can raise interest rates. Core inflation is often considered a better metric than headline inflation. Investors and economists use headline and core results to set growth forecasts and monetary policy.
Core Inflation
Core inflation removes volatile CPI components that can distort the headline number. Food and energy costs are commonly removed. Environmental shifts that affect crop growth can affect food prices outside of the economy. Political dissent can affect energy costs, such as oil production.
From 1957 to 2018, the U.S. averaged 3.64 percent core inflation. In June 1980, the rate reached 13.60%. May 1957 had 0% inflation. The Fed's core inflation target for 2022 is 3%.
Central bank:
A central bank has privileged control over a nation's or group's money and credit. Modern central banks are responsible for monetary policy and bank regulation. Central banks are anti-competitive and non-market-based. Many central banks are not government agencies and are therefore considered politically independent. Even if a central bank isn't government-owned, its privileges are protected by law. A central bank's legal monopoly status gives it the right to issue banknotes and cash. Private commercial banks can only issue demand deposits.
What are living costs?
The cost of living is the amount needed to cover housing, food, taxes, and healthcare in a certain place and time. Cost of living is used to compare the cost of living between cities and is tied to wages. If expenses are higher in a city like New York, salaries must be higher so people can live there.
What's U.S. bureau of labor statistics?
BLS collects and distributes economic and labor market data about the U.S. Its reports include the CPI and PPI, both important inflation measures.
