Bissonnette v. LePage Bakeries Park St., LLC

P R E L I M I N A R Y P R I N T
Volume 601 U. S. Part 2
Pages 246–256
OFFICIAL REPORTS
OF
T H E S U P R E M E C O U R T
April 12, 2024
REBECCA A. WOMELDORF
reporter of decisions
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246 OCTOBER
TERM, 2023
Syllabus
BISSONNETTE et al. v. LePAGE BAKERIES PARK ST.,
L
LC, et al.
certiorari to the united states court of appeals for
the second circuit
No. 23–51. Argued February 20, 2024—Decided April 12, 2024
Respondent Flowers Foods, Inc. produces and markets baked goods that
are distributed nationwide. Petitioners Neal Bissonnette and Tyler
Wojnarowski owned the rights to distribute Flowers products in certain
parts of Connecticut. To purchase those rights, they entered into con-
tracts with Flowers that require any disputes to be arbitrated under
the Federal Arbitration Act, 9 U. S. C. § 1 et seq. After petitioners sued
Flowers and two of its subsidiaries for violating state and federal wage
laws, Flowers moved to compel arbitration. Petitioners responded that
they are exempt from coverage under the FAA because they fall within
an exception in § 1 of the Act for “contracts of employment of seamen,
railroad employees, or any other class of workers engaged in foreign or
interstate commerce.” The District Court dismissed the case in favor
of arbitration, concluding that petitioners were not “transportation
workers” exempt from the Act under § 1. The Second Circuit ulti-
mately affrmed on the ground that the § 1 exemption was available only
to workers in the transportation industry, but that petitioners were in
the bakery industry. 49 F. 4th 655, 661–662.
Held: A transportation worker need not work in the transportation
industry to be exempt from coverage under § 1 of the FAA. Pp. 252–256.
(a) The Court has long recognized that the exemption in § 1 is limited
to transportation workers. See Circuit City Stores, Inc. v. Adams, 532
U. S. 105. Applying the ejusdem generis canon of statutory interpreta-
tion to § 1, the Court in Circuit City read the general phrase “class of
workers engaged in . . . commerce” to be “controlled and defned by
reference to” the specifc categories “seamen” and “railroad employees”
that precede it. Id., at 115. The Court concluded that the “linkage”
between “seamen” and “railroad employees” is that they are both trans-
portation workers, id., at 118–119, 121, and the Court thus interpreted
the class of workers in the residual clause of § 1 to be limited in the
same way.
The Court again considered the scope of the residual clause in South-
west Airlines Co. v. Saxon and declined to adopt an industrywide ap-
proach to § 1, rejecting the employee's claim that she was a member of
a “class of workers engaged in foreign or interstate commerce” simply
because she worked for an airline and carried out its customary work.

Cite
as: 601 U. S. 246 (2024)
247
Syllabus
See 596 U. S. 450, 460. Instead, the language of § 1—referring to
“
`workers' ” who are “engaged” in commerce—focuses on the perform-
ance of work rather than the industry of the employer. Id., at 456
(quoting New Prime Inc. v. Oliveira, 586 U. S. 105, 116). The relevant
question was what the employee does at the airline, not what the airline
does generally. Saxon, 596 U. S., at 456.
Here the Second Circuit fashioned its transportation-industry re-
quirement without any guide in the text of § 1 or this Court's prece-
dents. The Second Circuit decided that an entity would be considered
within the transportation industry if it “pegs its charges chiefy to the
movement of goods or passengers” and its “predominant source of com-
mercial revenue is generated by that movement.” 49 F. 4th, at 661.
But that test would often turn on arcane riddles about the nature of a
company's services. For example, does a pizza delivery company derive
its revenue mainly from pizza or delivery? Extensive discovery might
be necessary before deciding a motion to compel arbitration, adding ex-
pense and delay to every FAA case. That “complexity and uncer-
tainty” would “ `breed[ ] litigation from a statute that seeks to avoid it.' ”
Circuit City, 532 U. S., at 123 (quoting Allied-Bruce Terminix Cos. v.
Dobson, 513 U. S. 265, 275). Pp. 252–254.
(b) Flowers argues that the § 1 exemption would sweep too broadly
without an implied transportation-industry requirement. Because “vir-
tually all products move in interstate commerce,” Flowers warns that
nearly all workers who load or unload goods would be exempt from
arbitration. But § 1 does not defne the class of exempt workers in such
limitless terms. Instead, as the Court held in Saxon, a transportation
worker is one who is “actively” “ `engaged in transportation' of . . . goods
across borders via the channels of foreign or interstate commerce.” 596
U. S., at 458 (quoting Circuit City, 532 U. S., at 121). In other words, a
transportation worker “must at least play a direct and `necessary role
in the free fow of goods' across borders.” 596 U. S., at 458 (quoting
Circuit City, 532 U. S., at 121). These requirements “undermine[ ] any
attempt to give the provision a sweeping, open-ended construction,”
instead limiting § 1 to its appropriately “narrow” scope. Id., at 118.
Pp. 254–256.
49 F. 4th 655, vacated and remanded.
Roberts, C. J., delivered the opinion for a unanimous Court.
Jennifer D. Bennett argued the cause for petitioners.
With her on the briefs were Jessica Garland, Deepak Gupta,
Linnet Davis-Stermitz, Harold L. Lichten, Matthew Thom-
son, and Zachary L. Rubin.
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248 BISSONNETTE
v. LePAGE BAKERIES PARK ST., LLC
Opinion of the Court
Traci L. Lovitt argued the cause for respondents. With
her
on the brief were Matthew W. Lampe, Jack L. Millman,
Amanda K. Rice, Kevin P. Hishta, Matthew J. Rubenstein,
and Madeline W. Clark.*
Chief Justice Roberts delivered the opinion of the
Court.
Neal Bissonnette and Tyler Wojnarowski worked as dis-
tributors for Flowers Foods, Inc., a multibillion-dollar pro-
ducer and marketer of baked goods. After they sued Flow-
*Briefs of amici curiae urging reversal were fled for the State of
Illinois et al. by Kwame Raoul, Attorney General of Illinois, Jane Elinor
Notz, Solicitor General, Sarah A. Hunger, Deputy Solicitor General, and
R. Henry Weaver, Assistant Attorney General, and by the Attorneys Gen-
eral and for their respective jurisdictions as follows: Rob Bonta of Califor-
nia, Philip J. Weiser of Colorado, Brian L. Schwalb of the District of
Columbia, Aaron M. Frey of Maine, Anthony G. Brown of Maryland, An-
drea Joy Campbell of Massachusetts, Dana Nessel of Michigan, Keith El-
lison of Minnesota, Matthew J. Platkin of New Jersey, Letitia James of
New York, Ellen F. Rosenblum of Oregon, Michelle A. Henry of Pennsyl-
vania, Peter F. Neronha of Rhode Island, Charity R. Clark of Vermont,
and Robert W. Ferguson of Washington; for the American Association for
Justice by Gerson H. Smoger, Sean Domnick, and Jeffrey R. White; for
the Constitutional Accountability Center by Elizabeth B. Wydra, Brianne
J. Gorod, and Sachin S. Pandya; for the National Academy of Arbitrators
by Barry Winograd and Matthew W. Finkin; for the National Employ-
ment Law Project et al. by Catherine Ruckelshaus; for Public Justice by
Hannah Kieschnick, Leah M. Nicholls, and Ellen Noble; and for Samuel
Estreicher et al. by Vincent Levy and Brian T. Goldman.
Briefs of amici curiae urging affrmance were fled for Amazon.com,
Inc., by Michael E. Kenneally and Richard G. Rosenblatt; for the Califor-
nia Employment Law Council by Paul Grossman, Paul W. Cane, Jr., and
Chris A. Jalian; for the Chamber of Commerce of the United States of
America et al. by Andrew J. Pincus, Archis A. Parasharami, Daniel E.
Jones, Jennifer B. Dickey, and Jonathan D. Urick; for the DRI Center for
Law and Public Policy et al. by Sarah Elizabeth Spencer and Lawrence S.
Ebner; for the Independent Bakers Association by Thomas G. Hungar,
Russell B. Balikian, and Nathan L. Kinard; for the Restaurant Law Cen-
ter by Todd B. Scherwin and Angelo I. Amador; and for the Washington
Legal Foundation by Cory L. Andrews and John M. Masslon II.

Cite
as: 601 U. S. 246 (2024)
249
Opinion of the Court
ers for violating state and federal wage laws, Flowers moved
t
o compel arbitrati on under the Federa l Arbitrati on
Act. The question presented is whether the exemption
from coverage under that Act for any “class of workers en-
gaged in foreign or interstate commerce” is limited to work-
ers whose employers are in the transportation industry. 9
U. S. C. § 1.
I
Flowers Foods, Inc. is “the second-largest producer and
marketer of packaged bakery foods” in the United States.
1
Flowers Foods, www.fowersfoods.com (Mar. 14, 2024). One
of its fagship products is Wonder Bread, which it promotes
with a 95-foot-tall hot air balloon and a parade foat called
The Wondership. Flowers also makes and markets other
baked goods such as tortillas, bagels, Butterscotch Krimpets,
and Jumbo Honey Buns in more than 40 bakeries located in
19 States. Ibid. From there, these products are distrib-
uted across the country.
But Flowers is not solely responsible for getting its
baked goods to customers. Some of its subsidiaries use a
“direct-store-delivery” system in which franchisees buy the
rights to distribute Flowers products in particular geo-
graphic territories. Those distributors purchase the baked
goods from Flowers and then market, sell, and deliver them
to retailers. App. 2; 49 F. 4th 655, 658 (CA2 2022).
Bissonnette and Wojnarowski were franchisees who owned
the rights to distribute Flowers products in certain parts of
Connecticut. Flowers baked the bread and buns and sent
them to a warehouse in Waterbury. Bissonnette and Woj-
narowski picked them up and distributed them to local shops.
They allegedly spent at least forty hours a week delivering
Flowers products in their territories. But their jobs ex-
1
In addition to Flowers, two of its subsidiaries, C. K. Sales Co., LLC,
and LePage Bakeries Park St., LLC, are defendants below and respond-
ents here. We refer to respondents collectively as “Flowers.”
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250 BISSONNETTE
v. LePAGE BAKERIES PARK ST., LLC
Opinion of the Court
tended beyond carrying the products from Point A to Point
B
. They also found new retail outlets, advertised, set up
promotional displays, and maintained their customers' inven-
tories by ordering baked goods from Flowers, stocking
shelves, and replacing expired products. App. 1–3, 5; 49
F. 4th, at 658; 460 F. Supp. 3d 191, 194, 200 (Conn. 2020).
To purchase the rights to their territories, Bissonnette and
Wojnarowski signed Distributor Agreements with Flowers.
Those contracts incorporate separate Arbitration Agree-
ments that require “any claim, dispute, and/or controversy”
to be arbitrated under the Federal Arbitration Act (FAA), 9
U. S. C. § 1 et seq.; App. 64, 133; see also id., at 37, 104–105.
In 2019, Bissonnette and Wojnarowski brought a putative
class action claiming that Flowers had underpaid them in
violation of state and federal law. They alleged that Flow-
ers had taken unlawful deductions from their wages, failed
to pay them overtime, and unjustly enriched itself by requir-
ing them to pay for distribution rights and operating ex-
penses. Flowers moved to dismiss or to compel arbitration
under the FAA, arguing that the contracts required the dis-
tributors to arbitrate their claims individually.
The FAA provides generally that arbitration agreements
are “valid, irrevocable, and enforceable, save upon such
grounds as exist at law or in equity for the revocation of any
contract.” 9 U. S. C. § 2. It contains, however, an excep-
tion specifying that “nothing herein contained shall apply to
contracts of employment of seamen, railroad employees, or
any other class of workers engaged in foreign or interstate
commerce. ” § 1. Bissonnette and Wojnarowski contend
that they fall within this exception, and therefore cannot be
compelled to arbitrate under the FAA.
The District Court dismissed the case in favor of arbitra-
tion. It explained that for Bissonnette and Wojnarowski to
be exempt from the FAA, they must be “transportation
workers.” 460 F. Supp. 3d, at 197. And it concluded that
their “much broader scope of responsibility” under the Dis-
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Cite
as: 601 U. S. 246 (2024)
251
Opinion of the Court
tributor Agreements “belie[d] the claim that they are only
or
even principally truck drivers.” Id., at 199.
Without addressing the District Court's analysis, the Sec-
ond Circuit affrmed on the alternative ground that Bisson-
nette and Wojnarowski “are in the bakery industry.” 33
F. 4th 650, 652 (2022). And under Circuit law, the panel ex-
plained, § 1 of the FAA exempts only “ `workers involved in
the transportation industries.' ” Id., at 655 (quoting Adams
v. Suozzi, 433 F. 3d 220, 226, n. 5 (CA2 2005)). Judge Pooler
dissented because, in her view, § 1 asks whether a person
is a “transportation worker[ ],” not “for whom the worker
undertakes her transportation work.” 33 F. 4th, at 662, 666
(emphasis added).
A month after the Second Circuit decided the appeal, we
decided Southwest Airlines Co. v. Saxon, 596 U. S. 450
(2022). In that case, we determined that a ramp supervisor
who “frequently load[ed] and unload[ed] cargo” from air-
planes belonged to a “class of workers engaged in foreign or
interstate commerce.” Id., at 463. We held that a “class of
workers” is properly defned based on what a worker does
for an employer, “not what [the employer] does generally.”
Id., at 456.
The Second Circuit granted panel rehearing in light of
Saxon but adhered to its prior decision. The court held that
an individual works in a transportation industry and may
therefore be exempt under § 1 only “if the industry . . . pegs
its charges chiefy to the movement of goods or passengers,
and the industry's predominant source of commercial reve-
nue is generated by that movement.” 49 F. 4th, at 661.
Applying that test, the court concluded that the distributors'
“commerce is in breads, buns, rolls, and snack cakes—not
transportation services.” Id., at 662. Judge Pooler again
dissented, reiterating her position that the majority erred in
“focusing on the nature of [Flowers's] business, and not on
the nature of [the distributors'] work”—“the sort of indus-
trywide approach Saxon proscribes.” Id., at 671.
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252 BISSONNETTE
v. LePAGE BAKERIES PARK ST., LLC
Opinion of the Court
The Second Circuit denied rehearing en banc. 59 F. 4th
594
(2023). Judge Pooler, having assumed senior status,
fled a statement opposing the denial. Judge Nathan dis-
sented, joined by two other judges.
The Second Circuit's decision conficted with decisions
from the First Circuit. Canales v. CK Sales Co., 67 F. 4th
38 (2023) (also involving Flowers Foods distributors); Fraga
v. Premium Retail Servs., Inc., 61 F. 4th 228 (2023).
We granted cer ti orar i to resolve that confl ic t. 600
U. S. ––– (2023)
II
The only question before us is whether a transportation
worker must work for a company in the transportation in-
dustry to be exempt under § 1 of the FAA.
2
We conclude
that there is no such requirement.
More than twenty years ago, in Circuit City Stores, Inc.
v. Adams, 532 U. S. 105 (2001), we recognized that § 1 is lim-
ited to transportation workers. Adams, a sales counselor at
an electronics store, claimed that § 1 exempts all contracts
of employment, regardless of what a worker does. Id., at
109–111, 114. But he failed to account for ejusdem generis,
the familiar canon of statutory interpretation that courts “in-
terpret a `general or collective term' at the end of a list of
specifc items in light of any `common attribute[s]' shared by
the specifc items.” Saxon, 596 U. S., at 458 (quoting Ali v.
Federal Bureau of Prisons, 552 U. S. 214, 225 (2008); alter-
ation in original). Applying that canon to § 1, we explained
that the general phrase “class of workers engaged in . . .
commerce” is “controlled and defned by reference to” the
specifc categories “seamen” and “railroad employees” that
precede it. Circuit City, 532 U. S., at 115. And we con-
2
The Second Circuit did not address whether Bissonnette and Wojnarow-
ski qualify as transportation workers based on the work that they per-
form, or whether they are “engaged in . . . interstate commerce” even
though they do not drive across state lines. We do not decide those
issues.
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Cite
as: 601 U. S. 246 (2024)
253
Opinion of the Court
cluded that the “linkage” between “seamen” and “railroad
employees”
is that they are both transportation workers.
Id., at 118–119, 121. The class of workers in the residual
clause was therefore limited in the same way.
That reading of § 1 harmonized the FAA with other stat-
utes designed to protect the movement of goods in com-
merce. Id., at 121. Congress enacted the FAA in 1925 to
override the longstanding refusal of courts to enforce arbi-
tration agreements. See Allied-Bruce Terminix Cos. v.
Dobson, 513 U. S. 265, 270–271 (1995). At that time, though,
specifc statutory dispute resolution regimes already covered
seamen and railroad employees—“transportation workers”
who played a “necessary role in the free fow of goods.”
Circuit City, 532 U. S., at 121 (citing Shipping Commission-
ers Act of 1872, ch. 322, 17 Stat. 262; Transportation Act of
1920, § 300 et seq., 41 Stat. 469). An exemption from the
FAA for those workers was thus required to avoid “unset-
tl[ing]” those schemes. Circuit City, 532 U. S., at 121. The
residual clause similarly reserves for Congress the decision
whether to enact additional “specifc legislation for those en-
gaged in transportation,” while “ensur[ing] that workers in
general would be covered by” the FAA. Ibid.; see also New
Prime Inc. v. Oliveira, 586 U. S. 105, 110–111 (2019).
We again considered the scope of the residual clause in
Saxon, where we expressly declined to adopt an “industry-
wide” approach of the sort Flowers advances here. The re-
spondent in Saxon argued that she was a member of a “class
of workers engaged in foreign or interstate commerce” sim-
ply because she worked for an airline and carried out its
customary work. See 596 U. S., at 460. But § 1 refers to
“ `workers' ” who are “engaged” in commerce. Id., at 456
(quoting New Prime, 586 U. S., at 116). That language fo-
cuses on “ `the performance of work' ” rather than the indus-
try of the employer. Saxon, 596 U. S., at 456 (quoting New
Prime, 586 U. S., at 116; emphasis as altered by Saxon).
And § 1 says nothing to direct courts to consider the industry

254 BISSONNETTE
v. LePAGE BAKERIES PARK ST., LLC
Opinion of the Court
of a worker's employer. The relevant question was “what
[Saxon
] does at Southwest, not what Southwest does gener-
ally.” Saxon, 596 U. S., at 456.
Because the Second Circuit in this case fashioned its
transportation-industry requirement without any guide in
the text of § 1 or our precedents, it had to fgure out for itself
what constituted a “transportation industry.” The court de-
cided that an entity would be considered within that industry
if it “pegs its charges chiefy to the movement of goods or
passengers” and its “predominant source of commercial reve-
nue is generated by that movement.” 49 F. 4th, at 661.
The application of such a test, however, would often turn on
arcane riddles about the nature of a company's services.
Does a pizza delivery company derive its revenue mainly
from pizza or delivery? Do companies like Amazon and
Walmart—which both sell products of their own and trans-
port products sold by third parties—derive their reve-
nue mainly from retail or shipping?
3
Extensive discovery
might be necessary to explore the internal structure and rev-
enue models of a company before deciding a simple motion
to compel arbitration. Mini-trials on the transportation-
industry issue could become a regular, slow, and expensive
practice in FAA cases. All this “complexity and uncer-
tainty” would “ `breed[ ] litigation from a statute that seeks
to avoid it.' ” Circuit City, 532 U. S., at 123 (quoting Allied-
Bruce, 513 U. S., at 275).
III
At the end of its brief, Flowers argues that our analysis in
Saxon actually “suggests” that working in the transporta-
tion industry is a necessary but not suffcient condition for
§ 1 to apply. Brief for Respondents 43–44. Flowers also
emphasizes a single passing description in our opinion of
“seamen” as “a subset of workers engaged in the maritime
3
See Fulfillment by Amazon, https://sell.amazon.com/fulfillment-by-
amazon; Walmart Fulfllment Services, https://marketplace.walmart.com/
walmart-fulfllment-services/.
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Cite
as: 601 U. S. 246 (2024)
255
Opinion of the Court
shipping industry.” Saxon, 596 U. S., at 460. But this
readi
ng of Saxon misses the basis for our holding in that
case. Saxon rejected the proposition that there is an indus-
trywide link between “seamen” and “railroad employees”—a
“fawed premise” that is essential to Flowers's position here.
Ibid. Those classes of workers, as we read the statute then
and now, are connected by what they do, not for whom they
do it.
Flowers also points to historical statutes regulating cer-
tain seamen and railroad employees to show that those terms
were limited to transportation-industry workers in 1925.
Brief for Respondents 15–27. But those statutes only prove
that where Congress wanted to regulate seamen or railroad
employees in a particular industry, it said so explicitly—for
example, by specifying that a law covered seamen aboard
merchant vessels, or that a law covered employees of rail-
road carriers subject to the Interstate Commerce Act. See,
e.g., The Seamen's Act of 1915, § 2, 38 Stat. 1164; Transporta-
tion Act of 1920, §§ 300(1), 301–302, 41 Stat. 469.
Unlike those industry-specifc statutes, § 1 refers to “sea-
men” and “railroad employees” without specifying any indus-
try to which they must belong. It would be strange to read
the conspicuous absence of similar industry-specifc language
in § 1 as a sign that Congress defned the exemption on an
industrywide basis. The far more natural inference, which
we embraced in Circuit City and Saxon, is that “seamen”
and “railroad employees” share the employment characteris-
tic of being transportation workers.
Nor does construing § 1 to cover transportation workers
render “seamen” and “railroad employees” superfuous, as
Flowers contends. See Brief for Respondents 35. That ar-
gument gets ejusdem generis exactly backwards. It is the
specifc terms “seamen” and “railroad employees” that limit
the residual clause, not the residual clause that swallows up
these narrower terms. Only by deleting “seamen” and “rail-
road employees” from the statute could § 1 reach as far as
Flowers imagines.
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256 BISSONNETTE
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Opinion of the Court
Having lost on text and precedent, Flowers turns to policy,
arg
uing that the § 1 exemption would sweep too broadly
without an implied transportation-industry requirement.
Because “virtually all products move in interstate com-
merce,” Flowers warns that virtually all workers who load
or unload goods—from pet shop employees to grocery store
clerks—will be exempt from arbitration. Id., at 46–47.
We have never understood § 1 to defne the class of exempt
workers in such limitless terms. To the contrary, as we held
in Saxon, a transportation worker is one who is “actively”
“ `engaged in transportation' of . . . goods across borders via
the channels of foreign or interstate commerce.” 596 U. S.,
at 458 (quoting Circuit City, 532 U. S., at 121). In other
words, any exempt worker “must at least play a direct and
`necessary role in the free fow of goods' across borders.”
596 U. S., at 458 (quoting Circuit City, 532 U. S., at 121).
These requirements “undermine[ ] any attempt to give
the provision a sweeping, open-ended construction,” instead
limiting § 1 to its appropriately “narrow” scope. Id., at
118.
* * *
A transportation worker need not work in the transporta-
tion industry to fall within the exemption from the FAA pro-
vided by § 1 of the Act. The Second Circuit accordingly
erred in compelling arbitration on the basis that petitioners
work in the bakery industry. We express no opinion on any
alternative grounds in favor of arbitration raised below, in-
cluding that petitioners are not transportation workers and
that petitioners are not “engaged in foreign or interstate
commerce” within the meaning of § 1 because they deliver
baked goods only in Connecticut.
The judgment of the Second Circuit is vacated, and the
case is remanded for further proceedings consistent with
this opinion.
It is so ordered.
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Reporter’s Note
The attached opinion has been revised to refect the usual publication
and citation style of the United States Reports. The revised pagination
makes available the offcial United States Reports citation in advance of
publication. The syllabus has been prepared by the Reporter of Decisions
for the convenience of the reader and constitutes no part of the opinion of
the Court. A list of counsel who argued or fled briefs in this case, and
who were members of the bar of this Court at the time this case was
argued, has been inserted following the syllabus. Other revisions may
include adjustments to formatting, captions, citation form, and any errant
punctuation. The following additional edits were made:
None