Defendants entered into a Transaction Agreement dated November 17, 2005, pursuant to which ALLTEL Corporation ("ALLTEL") will acquire Midwest Wireless Holdings L.L.C. ("Midwest Wireless"). Plaintiffs filed a civil antitrust Complaint on September 7, 2006 seeking to enjoin the proposed acquisition. The Complaint alleges that the likely effect of this acquisition would be to lessen competition substantially for mobile wireless telecommunications services in four geographic areas in the state of Minnesota in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. This loss of competition would result in consumers facing higher prices and lower quality or quantity of mobile wireless telecommunications services.
At the same time the Complaint was filed, the parties moved this Court to enter a Preservation of Assets Order and plaintiff United States lodged a proposed Final Judgment, which are designed to eliminate the anticompetitive effects of the acquisition. Under the proposed Final Judgment, which is explained more fully below, defendants are required to divest ALLTEL's mobile wireless telecommunications services businesses and related assets in four markets ("Divestiture Assets"). Under the terms of the Preservation of Assets Order, defendants will take certain steps to ensure that (a) these assets are preserved and that the Divestiture Assets are operated as competitively independent, economically viable and ongoing businesses; (b) they will remain independent and uninfluenced by defendants or the consummation of the transaction; and (c) competition is maintained during the pendency of the ordered divestiture.
Plaintiffs and defendants have stipulated that the proposed Final Judgment may be entered after compliance with the APPA. Entry of the proposed Final Judgment would terminate this action, except that the Court would retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgment and to punish violations thereof. Defendants have also stipulated that they will comply with the terms of the Preservation of Assets Order and the proposed Final Judgment from the date of signing of the Preservation of Assets Stipulation, pending entry of the proposed Final Judgment by the Court and the required divestiture. Should the Court decline to enter the proposed Final Judgment, defendants have also committed to continue to abide by its requirements and those of the Preservation of Assets Order until the expiration of time for appeal.
ALLTEL, with headquarters in Little Rock, Arkansas, is a corporation organized and existing under the laws of the state of Delaware. ALLTEL is the fifth largest provider of mobile wireless voice and data services in the United States by number of subscribers; it serves approximately 11 million customers. It provides mobile wireless telecommunications services in 233 rural service areas and 116 metropolitan statistical areas located within 35 states and roaming services to other mobile wireless providers who use CDMA, TDMA and GSM technology in these areas. In 2005, ALLTEL earned wireless revenues of approximately $6.572 billion.
Midwest Wireless, with headquarters in Mankato, Minnesota, is a privately held Delaware limited liability company. Midwest Wireless provides wireless service in 14 rural service areas and one metropolitan statistical area located in Minnesota, Iowa and Wisconsin and has approximately 440,000 customers. In 2004, Midwest Wireless earned approximately $264 million in revenues.
Pursuant to a Transaction Agreement dated November 17, 2005, ALLTEL will acquire Midwest Wireless for $1.075 billion in cash. If this transaction is consummated, ALLTEL and Midwest Wireless combined would have approximately 11.5 million subscribers, with $7.8 billion in revenues and operations in 35 states.
The proposed transaction, as initially agreed to by defendants, would lessen competition substantially for mobile wireless telecommunications services in four markets. This acquisition is the subject of the Complaint and proposed Final Judgment filed by plaintiffs.
Mobile wireless telecommunications services allow customers to make and receive telephone calls and use data services using radio transmissions without being confined to a small area during the call or data session, and without the need for unobstructed line-of-sight to the radio tower. This mobility is highly prized by customers, as demonstrated by the more than 180 million people in the United States who own mobile wireless telephones. In 2005, revenues for the sale of mobile wireless telecommunications services in the United States were over $113 billion. To provide these services, mobile wireless telecommunications services providers must acquire adequate and appropriate spectrum, deploy an extensive network of switches, radio transmitters, and receivers, and interconnect this network with those of local and long-distance wireline telecommunications providers and other mobile wireless telecommunications services providers.
The first wireless voice systems were based on analog technology, now referred to as first-generation or "1G" technology. These analog systems were launched after the FCC issued the first licenses for mobile wireless telephone service: two cellular licenses (A-block and B-block) in each geographic area in the early to mid-1980s. The licenses are in the 800 MHz range of the radio spectrum, each license consists of 25 MHz of spectrum, and they are issued for each Metropolitan Statistical Area ("MSA") and Rural Service Area ("RSA") (collectively, "Cellular Marketing Areas" or "CMAs"), with a total of 734 CMAs covering the entire United States. In 1982, one of the licenses was issued to the incumbent local exchange carrier in the market, and the other was issued by lottery to someone other than the incumbent.
In 1995, the FCC allocated and subsequently issued licenses for additional spectrum for the provision of Personal Communications Services ("PCS"), a category of services that includes mobile wireless telecommunications services comparable to those offered by cellular licensees. These licenses are in the 1.9 GHz range of the radio spectrum and are divided into six blocks: A, B, and C, which consist of 30 MHz each; and D, E, and F, which consist of 10 MHz each. Geographically, the A and B-block 30 MHz licenses are issued by Major Trading Areas ("MTAs"), and C, D, E, and F-block licenses are issued by Basic Trading Areas ("BTAs"), several of which comprise each MTA. MTAs and BTAs do not generally correspond to MSAs and RSAs. With the introduction of the PCS licenses, both cellular and PCS licensees began offering digital services, thereby increasing capacity, shrinking handsets, and extending battery life. In 1996, one provider, a specialized mobile radio ("SMR" or "dispatch") spectrum licensee, began to use its SMR spectrum to offer mobile wireless telecommunications services comparable to those offered by other mobile wireless telecommunications services providers, in conjunction with its dispatch, or "push-to-talk," service.
Today, more than 99% of the U.S. population lives in counties where mobile wireless telecommunications services operators offer digital service, and nearly all mobile wireless voice service has migrated to second-generation or "2G" digital technologies: TDMA (time division multiple access), GSM (global standard for mobile, a type of TDMA standard used by all carriers in Europe), and CDMA (code division multiple access). Mobile wireless telecommunications services providers have chosen to build their networks on these incompatible technologies and most have chosen CDMA or GSM, with TDMA having been orphaned by equipment vendors. (The SMR providers use a fourth incompatible technological standard better suited to the spectrum they own, and, as SMR licensees, they have no obligation to support a specific technology standard.) Even more advanced technologies ("3G") have begun to be deployed for voice and data. In all of the geographic areas alleged in the complaint, ALLTEL and Midwest Wireless own the 25 MHz cellular licenses and each own some additional PCS licenses. Cellular spectrum, because of its propagation characteristics, is more efficient to use in serving rural areas.
ALLTEL's proposed acquisition of Midwest Wireless will substantially lessen competition in mobile wireless telecommunications services in four relevant geographic areas. Mobile wireless telecommunications services include both voice and data services provided over a radio network and allow customers to maintain their telephone calls or data sessions without wires, such as when traveling. Fixed wireless services and other wireless services that have a limited range (e.g., Wi-Fi) do not offer a viable alternative to mobile wireless telecommunications services primarily because customers using these services cannot maintain a call or data session while moving from one location to another.
Most customers use mobile wireless telecommunications services in close proximity to their workplaces and homes. Thus, customers purchasing mobile wireless telecommunications services choose among mobile wireless telecommunications services providers that offer services where they are located and travel on a regular basis: home, work, other areas they commonly visit, and areas in between. The number and identity of mobile wireless telecommunications services providers varies from geographic area to geographic area, along with the quality of their services and the breadth of their geographic coverage, all of which are significant factors in customers' purchasing decisions. Mobile wireless telecommunications services providers can and do offer different promotions, discounts, calling plans, and equipment subsidies in different geographic areas, effectively varying the actual price for customers by geographic area.
The relevant geographic markets for mobile wireless telecommunications services are, therefore, local in nature. The FCC has licensed a limited number of mobile wireless telecommunications services providers in these and other geographic areas based upon the availability of radio spectrum. These FCC spectrum licensing areas often represent the core of the business and social sphere where customers face the same competitive choices for mobile wireless telecommunications services. Although not all FCC spectrum licensing areas are relevant geographic areas for the purpose of analyzing the antitrust impact of this transaction, the FCC spectrum licensing areas that encompass the four geographic areas of concern in this transaction are where consumers in these communities principally use their mobile wireless telecommunications services. As described in the Complaint, the relevant geographic markets where the transaction will substantially lessen competition for mobile wireless telecommunications services are represented by the following FCC spectrum licensing areas which are all RSAs in southern Minnesota: Minnesota RSA-7 (CMA 488), Minnesota RSA-8 (CMA 489), Minnesota RSA-9 (CMA 490), and Minnesota RSA-10 (CMA 491). These four RSAs include the counties of Blue Earth, Brown, Chippewa, Cottonwood, Fairbault, Freeborn, Jackson, Kandiyohi, Lac qui Parle, Le Sueuer, Lincoln, Lyon, Martin, McLeod, Meeker, Murray, Nicollet, Nobles, Pipestone, Redwood, Renville, Rice, Rock, Sibley, Steele, Waseca, Watowan and Yellow Medicine.
The four geographic markets of concern for mobile wireless telecommunications services were identified by a fact-specific, market-by-market analysis that included consideration of, but was not limited to, the following factors: the number of mobile wireless telecommunications services providers and their competitive strengths and weaknesses; ALLTEL's and Midwest Wireless's market shares along with those of the other providers; whether additional spectrum is or is likely soon to be available; whether any providers are limited by insufficient spectrum or other factors in their ability to add new customers; the concentration of the market, and the breadth and depth of coverage by different providers in each market; and the likelihood that any provider would expand its existing coverage.
ALLTEL and Midwest Wireless both own businesses that offer mobile wireless telecommunications services in the four relevant geographic areas. The companies' combined market shares for mobile wireless telecommunications services in the relevant markets as measured in terms of subscribers range from over 60% to nearly 95%. In each relevant geographic market, Midwest Wireless has the largest market share, and, in all but one RSA, ALLTEL is the second-largest mobile wireless telecommunications services provider. In all of the relevant geographic markets, ALLTEL and Midwest Wireless own the only 800 MHz band cellular spectrum licenses which are more efficient in serving rural areas than 1900 MHz band PCS spectrum. As a result of holding the cellular spectrum licenses and being early entrants into these markets, ALLTEL's and Midwest Wireless's networks provide greater depth and breadth of coverage than their competitors, which are operating on PCS spectrum in the relevant geographic markets, and thus are more attractive to consumers.
In addition, mobile wireless telecommunications services providers with partial coverage in a geographic area do not aggressively market their services in this location because potential customers would use their wireless telephones primarily in places where these providers have no network. In theory, these less built-out providers could service residents of these rural areas through roaming agreements but, as a practical matter, when service is provided on another carrier's network, the providers would have to pay roaming charges to, and rely on, that carrier to maintain the quality of the network. Because of these constraints, the other providers who own partially built-out networks in the four geographic areas are reluctant to market their services to rural residents of these areas. Therefore, ALLTEL and Midwest Wireless are likely closer substitutes for each other than the other mobile wireless telecommunications services providers in the relevant geographic markets. Additionally, postmerger in these markets, there will be insufficient remaining competitors, with the type of coverage desired by customers, and the ability to compete effectively to defeat a small, but significant price increase by the merged firm.
The relevant geographic markets for mobile wireless telecommunications services are highly concentrated. As measured by the Herfindahl-Hirschman Index ("HHI"), which is commonly employed in merger analysis and is defined and explained in Appendix A to the Complaint, concentration in these markets ranges from over 3600 to more than 5600, which is well above the 1800 threshold at which the Department considers a market to be highly concentrated. After ALLTEL's proposed acquisition of Midwest Wireless is consummated, the HHIs in the relevant geographic markets will range from over 4700 to over 9100, with increases in the HHI as a result of the merger ranging from over 1000 to over 4100.
Competition between ALLTEL and Midwest Wireless in the relevant geographic markets has resulted in lower prices and higher quality in mobile wireless telecommunications services than would otherwise have existed in these geographic markets. If ALLTEL's proposed acquisition of Midwest Wireless is consummated, the competition between ALLTEL and Midwest Wireless in mobile wireless telecommunications services will be eliminated in these markets and the relevant geographic markets for mobile wireless telecommunications services will become substantially more concentrated. As a result, the loss of competition between ALLTEL and Midwest Wireless increases the likelihood of unilateral actions by the merged firm in the relevant geographic markets to increase prices, diminish the quality or quantity of services provided, and refrain from or delay making investments in network improvements.
Entry by a new mobile wireless telecommunications services provider in the relevant geographic markets would be difficult, time-consuming, and expensive, requiring the acquisition of spectrum licenses and the build-out of a network. Expansion by providers who hold spectrum in these areas and are only partially built-out is also unlikely as the relevant geographic markets are rural service areas where the combined firm would own all of the available 800 MHz spectrum. Due to propagation characteristics of 800 MHz cellular spectrum and 1900 MHz PCS spectrum, the 800 MHz signals can cover a substantially broader area than the 1900 MHz signals. The estimated coverage advantage of the 800 MHz spectrum in rural areas ranges from two to as much as five times greater than PCS. In rural markets, this difference results in higher build-out costs for PCS networks than for cellular networks. The high costs of constructing PCS networks in rural markets combined with the relatively low population density makes it less likely that carriers that own PCS spectrum would build out in the relevant geographic markets. Therefore, new entry in response to a small but significant price increase for mobile wireless telecommunications services by the merged firm in the relevant geographic markets would not be timely, likely, or sufficient to thwart the competitive harm that would result from ALLTEL's proposed acquisition of Midwest Wireless.
For these reasons, plaintiffs concluded that ALLTEL's proposed acquisition of Midwest Wireless will likely substantially lessen competition, in violation of Section 7 of the Clayton Act, in the provision of mobile wireless telecommunications services in the relevant geographic markets.
The divestiture requirements of the proposed Final Judgment will eliminate the anticompetitive effects of the acquisition in mobile wireless telecommunications services in the four geographic markets of concern. The proposed Final Judgment requires defendants, within 120 days after the filing of the Complaint, or five days after notice of the entry of the Final Judgment by the Court, whichever is later, to divest the Divestiture Assets. The Divestiture Assets are essentially ALLTEL's entire mobile wireless telecommunications services business and 800 MHz cellular spectrum in the four markets where ALLTEL and Midwest Wireless are each other's closest competitors for mobile wireless telecommunications services. These assets must be divested in such a way as to satisfy plaintiff United States in its sole discretion upon consultation with plaintiff Minnesota, that they will be operated by the purchaser as a viable, ongoing business that can compete effectively in the relevant market. Defendants must take all reasonable steps necessary to accomplish the divestitures quickly and shall cooperate with prospective purchasers.
The merged firm may retain ALLTEL's PCS wireless spectrum in the four geographic areas and ALLTEL's GSM roaming business, including GSM roaming contracts and equipment. ALLTEL's PCS spectrum is used primarily to provide roaming services to other providers who use GSM technology. Midwest Wireless does not currently provide GSM roaming and therefore the proposed acquisition will not lessen competition in providing these services. In requiring divestitures, plaintiffs seek to make certain that the potential buyer acquires all the assets it may need to be a viable competitor and replace the competition lost by the merger. The 25 MHz of cellular spectrum that must be divested will support the operation and expansion of the mobile wireless telecommunications services businesses being divested, allowing the buyer to be a viable competitor to the merged entity.
The proposed Final Judgment requires that the Divestiture Assets be divested to a single acquirer who, as a result, will be able to supply service to customers that require mobile wireless telecommunications service throughout southern rural Minnesota in the same way that ALLTEL is currently able to provide that service. This provision resolves concerns about the loss of competition for customers that demand coverage over a combination of Minnesota FCC licensing areas, in addition to the concerns due to eliminating competition within each licensing area.
In antitrust cases involving mergers or joint ventures in which plaintiff United States seeks a divestiture remedy, it requires completion of the divestitures within the shortest time period reasonable under the circumstances. In this case, Section IV.A of the proposed Final Judgment requires the divestiture of the Divestiture Assets, within 120 days after the filing of the Complaint, or five days after notice of the entry of the Final Judgment by the Court, whichever is later. Plaintiff United States in its sole discretion upon consultation with plaintiff Minnesota may extend the date for divestiture of the Divestiture Assets by up to 60 days. Because the FCC's approval is required for the transfer of the wireless licenses to a purchaser, Section IV.A provides that if applications for transfer of a wireless license have been filed with the FCC, but the FCC has not acted dispositively before the end of the required divestiture period, the period for divestiture of those assets shall be extended until five days after the FCC has acted.
The divestiture timing provisions of the proposed Final Judgment will ensure that the divestitures are carried out in a timely manner, and at the same time will permit defendants an adequate opportunity to accomplish the divestitures through a fair and orderly process. Even if all Divestiture Assets have not been divested upon consummation of the transaction, there should be no adverse impact on competition given the limited duration of the period of common ownership and the detailed requirements of the Preservation of Assets Order.
The Preservation of Assets Stipulation and the Preservation of Assets Order, submitted simultaneously with this Competitive Impact Statement, ensures that, prior to divestiture, the Divestiture Assets are maintained and remain an economically viable ongoing business concern. The Divestiture Assets will remain preserved, independent and uninfluenced by defendants, so that competition is maintained during the pendency of the ordered divestiture.
The Preservation of Assets Order appoints a management trustee selected by plaintiff United States upon consultation with plaintiff Minnesota to oversee the Divestiture Assets in the relevant geographic markets. The appointment of a management trustee in this unique situation is required because the Divestiture Assets are not independent facilities that can be held separate and operated as standalone units by the merged firm. Rather, the Divestiture Assets are an integral part of a larger network, and to maintain their competitive viability and economic value, they should remain part of that network during the divestiture period. To insure that these assets are preserved and supported by defendants during this period, yet run independently, a management trustee is necessary to oversee the continuing relationship between defendants and these assets. The management trustee will have the power to operate the Divestiture Assets in the ordinary course of business, so that they will remain preserved, independent, and uninfluenced by defendants, and so that the Divestiture Assets remain an ongoing and economically viable competitor to defendants and to other mobile wireless telecommunications services providers. The management trustee will preserve the confidentiality of competitively sensitive marketing, pricing, and sales information; insure defendants' compliance with the Preservation of Assets Order and the proposed Final Judgment; and maximize the value of the Divestiture Assets so as to permit expeditious divestiture in a manner consistent with the proposed Final Judgment.
The Preservation of Assets Order provides that defendants will pay all costs and expenses of the management trustee, including the cost of consultants, accountants, attorneys, and other representatives and assistants hired by the management trustee as are reasonably necessary to carry out his or her duties and responsibilities. After his or her appointment becomes effective, the management trustee will file monthly reports with plaintiffs setting forth the efforts to accomplish the goals of the Preservation of Assets Order and the proposed Final Judgment and the extent to which defendants are fulfilling their responsibilities. Finally, the management trustee may become the divestiture trustee, pursuant to the provisions of Section V of the proposed Final Judgment.
In the event that defendants do not accomplish the divestiture within the periods prescribed in the proposed Final Judgment, the Final Judgment provides that the Court will appoint a trustee selected by plaintiff United States upon consultation with plaintiff Minnesota to effect the divestitures. As part of this divestiture, defendants must relinquish any direct or indirect financial ownership interests and any direct or indirect role in management or participation in control. Pursuant to Section V of the proposed Final Judgment, the divestiture trustee will own and control the Divestiture Assets until they are sold to a final purchaser, subject to safeguards to prevent defendants from influencing their operation.
Section V details the requirements for the establishment of the divestiture trust, the selection and compensation of the divestiture trustee, the responsibilities of the divestiture trustee in connection with the divestiture and operation of the Divestiture Assets, and the termination of the divestiture trust. The divestiture trustee will have the obligation and the sole responsibility, under Section V.D, for the divestiture of any transferred Divestiture Assets. The divestiture trustee has the authority to accomplish divestitures at the earliest possible time and "at such price and on such terms as are then obtainable upon reasonable effort by the Divestiture Trustee." In addition, to insure that the divestiture trustee can promptly locate and divest to an acceptable purchaser, plaintiff United States, in its sole discretion upon consultation with plaintiff Minnesota, may require defendants to include additional assets, or allow defendants to substitute substantially similar assets, which substantially relate to the Divestiture Assets to be divested by the divestiture trustee.
The divestiture trustee will not only have responsibility for sale of the Divestiture Assets, but will also be the authorized holder of the wireless licenses, with full responsibility for the operations, marketing, and sales of the wireless businesses to be divested, and will not be subject to any control or direction by defendants. Defendants will no longer have any role in the ownership, operation, or management of the Divestiture Assets following consummation of the transaction, as provided by Section V, other than the right to receive the proceeds of the sale, and certain obligations to provide support to the Divestiture Assets, and cooperate with the divestiture trustee in order to complete the divestiture, as indicated in Section V.L and in the Preservation of Assets Order.
The proposed Final Judgment provides that defendants will pay all costs and expenses of the divestiture trustee. The divestiture trustee's commission will be structured, under Section V.G of the proposed Final Judgment, so as to provide an incentive for the divestiture trustee based on the price obtained and the speed with which the divestitures are accomplished. After his or her appointment becomes effective, the divestiture trustee will file monthly reports with the Court and plaintiffs setting forth his or her efforts to accomplish the divestitures. Section V.J requires the divestiture trustee to divest the Divestiture Assets to an acceptable purchaser no later than six months after the assets are transferred to the divestiture trustee. At the end of six months, if all divestitures have not been accomplished, the trustee and plaintiff United States upon consultation with plaintiff Minnesota, will make recommendations to the Court, which shall enter such orders as appropriate in order to carry out the purpose of the trust, including extending the trust or term of the trustee's appointment.
The divestiture provisions of the proposed Final Judgment will eliminate the anticompetitive effects of the transaction in the provision of mobile wireless telecommunications services. The divestitures of the Divestiture Assets will preserve competition in mobile wireless telecommunications services by maintaining an independent and economically viable competitor in the relevant geographic markets.
Plaintiffs and defendants have stipulated that the proposed Final Judgment may be entered by the Court after compliance with the provisions of the APPA, provided that plaintiff United States has not withdrawn its consent. The APPA conditions entry upon the Court's determination that the proposed Final Judgment is in the public interest.
The APPA provides a period of at least 60 days preceding the effective date of the proposed Final Judgment within which any person may submit to plaintiff United States written comments regarding the proposed Final Judgment. Any person who wishes to comment should do so within 60 days of the date of publication of this Competitive Impact Statement in the Federal Register. All comments received during this period will be considered by the Department of Justice, which remains free to withdraw its consent to the proposed Final Judgment at any time prior to the Court's entry of judgment. The comments and the response of plaintiff United States will be filed with the Court and published in the Federal Register.
Plaintiff United States considered, as an alternative to the proposed Final Judgment, a full trial on the merits against defendants. Plaintiff United States could have continued the litigation and sought preliminary and permanent injunctions against ALLTEL's acquisition of Midwest Wireless. Plaintiff United States is satisfied, however, that the divestiture of assets and other relief described in the proposed Final Judgment will preserve competition for the provision of mobile wireless telecommunications services in the relevant markets and, thus, would achieve all or substantially all of the relief the government would have obtained through litigation, but without the time and expense of a trial.
15 U.S.C. § 16(e)(1)(A) & (B).(1) As the United States Court of Appeals for the District of Columbia Circuit has held, the APPA permits a court to consider, among other things, the relationship between the remedy secured and the specific allegations set forth in the government's complaint, whether the consent judgment is sufficiently clear, whether enforcement mechanisms are sufficient, and whether the consent judgment may positively harm third parties. See United States v. Microsoft Corp., 56 F.3d 1448, 1458-62 (D.C. Cir. 1995).
Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).(2) In making its public interest determination, a district court must accord due respect to the government's prediction as to the effect of proposed remedies, its perception of the market structure, and its views of the nature of the case. United States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003).
Court approval of a final judgment requires a standard more flexible and less strict than the standard required for a finding of liability. "[A] proposed decree must be approved even if it falls short of the remedy the court would impose on its own, as long as it falls within the range of acceptability or is 'within the reaches of public interest.'" United States v. AT&T Co., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting Gillette Co., 406 F. Supp. at 716), aff'd sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also United States v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent decree even though the court would have imposed a greater remedy).
Absent a showing of corrupt failure of the government to discharge its duty, the Court, in making its public interest finding, should . . . carefully consider the explanations of the government in the competitive impact statement and its responses to comments in order to determine whether those explanations are reasonable under the circumstances.
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ¶ 61,508, at 71,980 (W.D. Mo. 1977).
There are no determinative materials or documents within the meaning of the APPA that were considered by plaintiff United States in formulating the proposed Final Judgment.
1. In 2004, Congress amended the APPA to ensure that courts take into account the above-quoted list of relevant factors when making a public interest determination. Compare 15 U.S.C.§ 16(e) (2004), with 15 U.S.C. § 16 (e)(1) (2006) (substituting "shall" for "may" in directing relevant factors for courts to consider and amending list of factors to focus on competitive considerations and to address potentially ambiguous judgment terms). On the points discussed herein, the 2004 amendments did not alter the substance of the Tunney Act, and the pre-2004 precedents cited below remain applicable.
2. Cf. BNS, 858 F.2d at 464 (holding that the court's "ultimate authority under the [APPA] is limited to approving or disapproving the consent decree"); United States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the court is constrained to "look at the overall picture not hypercritically, nor with a microscope, but with an artist's reducing glass"); see generally Microsoft, 56 F.3d at 1461 (discussing whether "the remedies [obtained in the decree are] so inconsonant with the allegations charged as to fall outside of the 'reaches of the public interest'").


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After Cruella de Vil car crash, Janice Link found new wheels
Chad Thompson
cthompson@messengernews.net
-Messenger photo by Chad Thompson
Janice Link, of Fort Dodge, poses in front of her Cruella de Vil look-alike car, a 1992 National Moto Phantom on a 1989 Chevrolet Camaro body.
Janice Link, of Fort Dodge, sits behind the wheel of her Cruella de Vil look-alike car.
A collection of Dalmatian stuffed animals are displayed in Janice Link's Fort Dodge home. Though not quite 101, Link said she owns 48 of them.
A 1992 National Moto Phantom sits in the driveway of Janice Link's home. Link just recently got the Cruella de Vil look-alike car after her last one was totaled.
Fort Dodge residents may once again see a long and luxurious white car cruising the streets with Dalmatians as passengers.
No, the driver isn't Cruella de Vil from the popular Disney movie "101 Dalmatians."
Janice Link, of Fort Dodge, is the one behind the wheel.
The Dalmatians aren't real. They are soft, plush animals.
But Link still cares for her furry friends.
"I've got 48 of them inside the house," Link said. "They sleep well and eat well. And as a matter of fact, they are stuffed."
For about the past five years, Link, dressed as Cruella de Vil, has driven around town to various events in a white 1986 Excalibur, built on a 1986 Camaro kit car.
But when she first acquired the car, she had no idea about the "101 Dalmatians."
"I just liked the car," Link said. "I didn't know what it was, but I thought man is that neat. Then everyone kept saying that's the Cruella de Vil car, and I said, 'you're kidding?' I didn't know anything about it, so we got a movie from the rental place and I said by golly that looks just like it. Before I knew it, there I was."
That's when Link decided she'd play the part. Included in her wardrobe is a black dress, leather red gloves, a black and white wig. Oh, and between her fingers is a slim cigarette in a foot-long holder.
She said her friends and family get a kick out of the role she plays.
"I have a lot of fun with it," Link said. "And the kids love it."
But on July 25, Link ran into some trouble.
She was in her car at the top of the North Seventh Street hill when she realized the car's electrical system went out.
"I had no brakes, no power steering or horn," Link recalled. "I couldn't let anyone know I was coming"
The car weighed about 3,000 pounds and rolled backwards down the hill at about 35 mph before slamming into a utility pole.
The impact cracked the back bumper and startled Link.
"Oh God, I was terrified," Link said. "Absolutely terrified. My biggest fear was that I would have kept going and hit someone. When it's going at that speed they wouldn't have expected someone coming down the hill and I didn't think screaming was going to do it."
After the crash, Link had a difficult time getting out of the car.
"I couldn't get out the doors because the frame was all twisted and whatever," she said. "I had both legs out the window and was ready to jump down."
That's when total strangers nearby decided to help, she said.
"A couple of kids came along in a truck and said, 'no, we will help,' and they got on each side and helped me onto the ground," Link said. "It was a lady that came across the street. She had a first aid kit."
Link said one of the young men told her she was bleeding.
"He tore off his shirt and said use this," Link said. "And I said, 'don't do that,' and he said it's an old shirt, and then she came across the street with a first aid kit."
Link said she had a 2-inch gash above her head from hitting it on the steering wheel, but was otherwise OK.
"I had no aches or pains," she said. "Don't tell me how that happened."
The car was totaled.
"I was heartbroken," Link said. "After that I thought well I'll never find another one."
But her husband, Al Link, did some research and found something he thought she'd like on the internet.
It was a 1992 National Moto Phantom on a 1989 Chevrolet Camaro body.
"I was shocked there was something out there that was similar," Link said.
By Aug. 9, the Fort Dodge couple had purchased the car from its previous owner in Staunton, Illinois.
The car, which measures 18 and a half feet long, was transported to Link's driveway on Aug. 22.
"She's a big girl," Link said.
She had a mechanic from Dayton check it over and by Sept. 4, Link was back on the road again.
"She drives nice," Link said. "I'm very pleased."
How fast can Cruella go?
"I had it doing 55 yesterday and a guy lifted the hood and said my God is that an engine," Link said. "He said you could race with that."
Link said she plans to take her Cruella car for a few more spins this year. But when winter comes, she plans to store it away.
On a recent Sunday, she drove it out to Pizza Ranch.
"The whole staff came out to see it," Link said. "It's something to have fun with."
Link said she's doing much better since the crash.
"I have a sign in my kitchen that says, 'you aren't dealing with an ordinary woman,'" Link said. "And my husband just laughs."
Clock tower bid comes in over estimate
Snowfall, high winds hit Fort Dodge area
Much of Iowa will be hit with its first major winter storm of the season today and tomorrow. The National Weather ...
EAGLE GROVE — Eagle Grove City Council has given the OK to move forward in a special election to fill Ward 3's ...
In Fort Dodge FORT DODGE — Webster County Fair Committee presents Dueling Pianos of Andy Anderson and Mike Leeds ...
JIM HANSCH
Otho United Methodist Church soup supper Jan. 25
FD's Gibb going into the Iowa Golf Hall of Fame
NELL (BELL) WOOD
LARRY TORKELSON

redpajama_set_name: RedPajamaCommonCrawl


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FABREGAS REVEALS FAVOURITE ARSENAL PLAYERS
HarryNovember 26, 2021
AS Monaco midfielder Cesc Fabregas has revealed his favourite Arsenal players at the moment. He made this known during a Q & A (question and answer) session on Twitter to celebrate his 18th year anniversary as a professional footballer.
The former Arsenal skipper was asked several football-related questions by football fans. In one of the questions, Cesc Fabregas was asked to mention his current favourite Arsenal players. In his response, Cesc Fabregas called the Arsenal Academy graduate duo of Bukayo Saka and Emile Smith-Rowe.
Saka and Smith-Rowe have been the standout players at Arsenal since the start of last season.
Left-footed player Saka was rewarded with an invitation to the Three Lions of England camp due to his good form last season and he has established himself as a regular fixture in the squad. He has already played 13 times for England.
Saka played his part as England reached the Euro 2020 final earlier this year before they were beaten on penalties by Italy. He was one of three players who missed during shootout as Italy win 3-2 to seal a second European Championship title after the two nations had scored one goal each after extra time.
While Saka was the best Arsenal player last season, Smith-Rowe has taken over from him as the best Arsenal player for this season and he has been rewarded with the invitation to the England squad for the upcoming World Cup qualifiers against San Marino and Albania.
Smith-Rowe would be hoping to make his debut when England take on Albania on Friday night. The Arsenal midfielder has scored goals for fun in recent weeks and he has five goals in all competitions. Smith-Rowe has four goals in the league this term. His fourth league goal of the season came against Watford in a 1-0 win for the Gunners.
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Wudan () is a town in Ongniud Banner, Inner Mongolia, China. , it had 27 villages under its administration, including 16 gaqaa.

References

Township-level divisions of Inner Mongolia
Ongniud Banner

redpajama_set_name: RedPajamaWikipedia


Venue: Memorial Stadium, Champaign IL.
This game marks the start of the 2018 college football season for these two rebuilding programs. Each of these teams is coming off of 2-10 seasons, and both teams struggled on the offensive side of the football last year. However, new additions have been added to both rosters, and the teams are looking to start the season off with a W.
Kent State is coming off a really poor offensive season, as they only averaged 62.8 plays a game last year. Thus, new head coach Sean Lewis, the youngest head coach in the nation, was hired from Syracuse, where he served as the co-offensive coordinator and QB coach. He likes to run an up-tempo offense, but it remains to be seen if he has the players to execute it.
On the defensive side of the ball, things don't get any better as this unit gave up 35.1 PPG and 408.3 YPG. Despite the relatively poor play, there were players who gained first team All-MAC honors. One was senior linebacker leader Jim Jones, who led his team in tackles (98) and sacks (6) during last season.
For Illinois, their offense can't be any worse than it was last year, as it averaged 15.4 PPG and was ranked as the worst offense of any Power 5 Conference Team. That figures to change, as Illinois brought in offensive coordinator Rod Smith from the Arizona Wildcats (averaged 41.3 PPG last year) to make amends to their offensive woes.
On the defensive side of the ball, Illinois was very young and gave up 31.5 PPG. Despite that, the Fighting Illini look to be much stronger and experienced this year. The defense returns a large amount of the players who started last year. Expect this unit to regain some of their chemistry and be a tight-knit group.
The Golden Flashes have some great talent on their offense. One guy that could stand out is sophomore transfer QB Woody Barrett. Once in the running for the starting gig at Auburn, he is now someone at Kent State who could be a program changer. He's a 6″2 231 lb. dual threat QB with incredible arm strength. The downside of his game is throwing accuracy, which is still suspect.
Kent State also figures to get solid production from their junior RB Justin Raskin, who led his team in receptions (42) and rushing yards (490) last season. All in all, this offense should be better than it was last season.
Illinois is a program that's rebuilding, but that doesn't mean it doesn't have talent. One guy to watch is fifth year grad-transfer QB AJ Bush. He could be exactly what the Illinois offense needs to galvanize itself this year. He has shown a strong accurate arm to go along with his quick feet, during the offseason. Then you have the sophomore RB Mike Epstein, who put together a solid freshman year (405 total yards and 4 total TDS), despite playing just 5 games and having all sorts of injury problems last season.
Also, this could be a game where the Illini WRs can shine as well. Two names to keep an eye on, are RS senior Mike Dudek and sophomore Ricky Smalling. Dudek had an outstanding freshman campaign (1036 receiving yards; 6 TDS) before sitting out the next two years with injuries. Ricky Smalling had a promising freshman campaign, despite the poor QB play (510 receiving yards; 2 TDS) last season.
These two programs last met in 2015, with Illinois coming out on top 52-3. Things have changed since then and this could be a tougher matchup for the Illini.
I expect Kent State to come out firing, trying to get this new season off to a good start. The first quarter should be close, as both teams will be feeling each other out. By halftime, Illinois should have the advantage.
In the second half, Illinois will show why they are a B1G program. The difference of talent between the two programs will make its mark, and the Illini take control. All in all, this should be a comfortable victory for the Fighting Illini and should give them confidence heading into their next match-up.


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Rhabdodictyum delicatum är en svampdjursart som beskrevs av Schmidt 1880. Rhabdodictyum delicatum ingår i släktet Rhabdodictyum och familjen Aulocalycidae. Inga underarter finns listade i Catalogue of Life.

Källor

Glassvampar
delicatum


their guests and visitors. Moreover they follow an admirable custom where everyone on the table is given high respect and appreciation including the children, aged and guests alike as they are held in high esteem. According to the Chinese culture, fine and best food of the home is offered to the senior most members of the family after which they are given to the children and adults. The behavior relating to their food choice affects the nutrients intake and these behaviors are often linked to the social, cultural and economic factors.


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Arch, John: A Twist of Fate
My mid-year pick for the most unexpectedly awesome album of 2003 goes to this two-track, 28-minute progressive-metal tour-de-force from a guy I had completely forgotten about. A Twist of Fate finds original Fates Warning singer John Arch jamming with Dream Theater drummer Mike Portnoy and current Fates Warning guitarist and bassist Jim Matheos and Joey Vera. You wouldn't know it, judging from Arch's distinct voice � in fine high-range form here � that the man's been away from the music industry since departing Fates Warning after the release of the seminal prog-metal band's Awaken the Guardian in 1987.
Originally pegged for the ethereal OSI project featuring Matheos, Portnoy and Chroma Key keyboardist Kevin Moore, Arch declined � opting to write new material and work his voice back into shape for a future project. Fast-forward to A Twist of Fate, the album that sounds like what many fans no doubt expected of OSI's Office of Strategic Influence. The songs here represent the music Arch feels most comfortable sharing with fans who've been clamoring for the man's return. "Relentless" (written in collaboration with Matheos) and "Cheyenne" pull elements from classic Fates Warning and Dream Theater without freely pilfering from either band or managing to sound retro. Several signature changes and musical moods � not to mention stellar playing � complement the lyrical content, which Arch says he culled from his life's experiences during the past one-and-a-half decades.
Thought-provoking cover art and insightful liner notes that trace the project from impetus to completion enhance this package. In a perfect world, "Relentless" and "Cheyenne" would bookend a handful of shorter songs on a killer John Arch solo album. For now, though, we have A Twist of Fate � a tasty indication of the possibilities existing in a genre that's still tapping into the unexpected.
Added: June 18th 2003
Reviewer: Michael Popke
Related Link: Metal Blade Records
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Posted by Murat Batmaz, SoT Staff Writer on 2005-04-13 19:13:40
After recording Fates Warning's excellent album Awaken the Guardian, singer John Arch decided to take a break, which unfortunately was a bit of a too long an absence. Many vocalists in the genre have come and gone after Arch, but few, VERY few, of them have had the same impact. John Arch simply has an icon status in prog metal, and he deserves every bit of it.
When I first learned that Arch had finally decided to make a return with this two-track EP, everything in my life took a second seat as I played this brilliant CD the first 15-20 times. I didn't know how to feel; should I be filled with joy that Arch is still one of the greatests singers in any genre of metal ever or regret that we had to miss out on him the past two decades? Unlike most of his contemporaries like Geoff Tate from Queensryche or Midnight from Crimson Glory, John's voice is still at its best, and I just can't believe this guy hasn't sung professionlly since the mid-80's. How is it even possible to keep your voice in such good shape despite all these years that have passed? I am now fully convinced that John Arch was made to sing forever... his amazing voice is surely one
of the most influential voices ever. Period.
Don't be put off by the number of tracks on this EP. Although there are only two songs on A Twist of Fate, we get a running time of nearly 30 minutes. The first track clocks in at over 12 minutes and was co-written by Arch and his former bandmate Jim Matheos, thus
displaying Arch's proggy roots. We are offered his unbelievable scream right off the bat which puts a smile on our faces reminding us of the old days. After Arch, there have been countless singers that emerged with a high vocal range. Many of them are able to hold their voice too long and scream their lungs out. But NONE of them can scream so melodically as Arch. And I mean it: there is NO other singer that can wail at the top of his voice and still manage to catch your ear with the strongest melodies dripping. That is how John delivers "Relentless" with lots of key and tempo changes as well as fantastic musicianship backing him up. The song is slightly reminiscent of Fates Warning though more with Arch's vocals being the centrepiece. And that's cool since this is John Arch; not Fates Warning or Dream Theater or another band for that matter. It feel more like his work too.
While writing these songs, Arch must have focused his power on turning his dreams into reality. It's like he too missed his fans and wanted to give them his all. The second track "Cheyenne" is a 100% John Arch creation and relies more on vocals. The music takes a back seat during some moments and here John does everything he did back 20 years ago. Mike Portnoy from Dream Theater proves to be a stunning drummer. He uses
his hands more than his feet this time giving the songs a more concise touch. Hopefully a full-length album will follow this soon. At least we know it won't take another 17 years.
» Reader Comments:
Posted by Michael on 2006-11-06 00:19:32
I have been a fan of Arch since Fates Warning, and it's great to hear him again. This solo CD is what Fates Warning would have been....it is like he never left the scene! Lyrics are not as complex, but they make thier point and his vision of what he is saying is clear. The music is great. Matheos did a great job....but the vocals!! Damn....I very, very much hope Mr. Arch makes another CD or EP. This is a must CD to have. No Joke!!!!!


Lovely 3 bedroom 2 full bath home in desirable Hamilton Square area! Walk into the nice size living room with wooden floors, custom ceiling and bay window. Updated eat in kitchen with access to the back yard, lower level laundry area, large updated bath and garage converted to office and storage space. Upstairs 3 nice size bedrooms and full bath. Walk up attic offers plenty of storage and cedar closet complete the upstairs. Large wooden deck with retractable awning leads to the large fully fenced backyard. Close to major shopping and great school district!! House is in good condition however this is an estate sale and being sold strictly "AS IS".


A new helpline has been launched to help people in Southend, Essex and Thurrock who are victims of or who have experienced domestic abuse.
COMPASS will go live today, Monday 1 April 2019 and is the new point of access for victims of domestic abuse across Southend, Essex and Thurrock; providing information, advice and guidance and, where appropriate assessment and access to specialist services. Its function is to increase accessibility to ensure victims of domestic abuse get the right support at the right time.
COMPASS is funded by Essex County Council in partnership with the Office of the Police, Fire and Crime Commissioner for Essex to support victims of domestic abuse across Southend, Essex and Thurrock.
It will help women, men and young people aged over 16 to access specialist support including community-based services and specialist accommodation to help them recover and move on from domestic abuse.
COMPASS will be accessible 24hrs a day. Callers can speak with a trained member of staff and there will also be an online form for both public and professionals wishing to make a referral via the website.
Community services and specialist accommodation will be delivered by SOS Domestic Abuse Projects, Changing Pathways and Next Chapter. These community-based services are local hubs incorporating specialist accommodation such as refuges, IDVA (Independent Domestic Violence Advisors) and outreach work.
Greg Myddelton, Assistant Director for Commissioning at the Office of the Police, Fire and Crime Commissioner, said: "It is vital that all victims of domestic abuse are able to access support to help them feel safe and to move on from an abusive situation. This new service uses local specialist organisations to deliver timely, expert help and support to those in need. If you or someone you know may be experiencing domestic abuse, there is help out there which can be accessed by this new single phone number.


Muskegon 2018 QB La'Darius Jefferson has decommitted from Central Florida University on Monday morning.
Jefferson's decision came shortly after being offered by Michigan State on Friday morning. MSU offered Jefferson while the Big Reds were preparing for their game vs. DeWitt. The timing makes sense as Sunday was the first time he was able to think clearly about his future and on Monday he announced on Twitter his decommitment.
Jefferson on explanation of decommitment, "I believe it's me and my family's best interest that I reopen my recruitment and decommit from Central Florida. I have people depending on me and this is a 20 year decision and I wanna make it the best I ever make not just for me but for my family."
The Spartans offered Jefferson as an Athlete and it won't take long until he commits to Michigan State as no other college has offered him since Buffalo did back in May, 2017.


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We will determine 1 a theme through details in the text. PowerPoint Presentation
We will determine 1 a theme through details in the text.
We will determine 1 a theme through details in the text. - PowerPoint PPT Presentation
Cleary Greaney
Name. Learning Objective. We will determine 1 a theme through details in the text. CFU. What are we going to do? What does determine mean? Determine means __________. Activate Prior Knowledge. Theme refers to a message about life or human nature expressed in literature.
Today we will identify personification in text and explain the author's meaning - . personification-giving human
Functional Text - . what is functional text?. definition. functional text is used for everyday information. it is called
Central Idea vs. Theme - . unit 3: survival. what is central idea?. central idea refers to what the text is mainly about
Acting inferences - . using drama to develop inferring skills. context. anoka middle school for the arts sixth grade ila
Annotating a Text - . passive reading is not an option. you must become and active reader. what does it mean to
Short Written Text - . as90055 1.4 read, study and show understanding of short written text. what is short written text?.
1.Write the title of the text. 2. What was the theme? 3. How did the author explore - Warm-up: think about one of the
Theme - . warm up: what is theme? how do you find it?. understanding theme. the theme of a story is its central message,
DETERMINING TEXT COMPLEXITY (6-12) - . small group discussion. how do you select grade level appropriate, sufficiently
Learning Objective: 4L2 Determine theme of drama. - Cfu. what are we going to do? what does determine mean? determine
Bell work: - . how does symbolism enrich* an author's writing? use examples from the texts that we have read in class
Determining Themes and Central Ideas - . fiction and nonfiction. standard for reading
Theme and central/main idea - . - 7 lab unit 3 - . after you read a book or see a movie, do you ever tell someone else
Informational Text Structures - . informational text structures. there are 5 basic informational text structures that can
Theme and Central Idea - . identifying the main i dea of literary and informational t exts. what is theme?. theme is the
Text has cohesion if - The cohesion book. text has cohesion if. sue palmer. text has cohesion if. it is clearly organised
Text Response: Ransom - . interactive revision. you will need to have a pen and paper to take part in this interactive
What is Theme? - . theme is the special message that a reader takes away from a story. no two readers will state a theme
Bell Work: In your journal section, write the definition for "Theme" (a.k.a. Central Idea) in your own words. - Bell
Morali WP Theme review & Morali WP Theme (Free) $26,700 bonuses - Morali wp theme review demo and $14800 bonuses .
Name Learning Objective We will determine1 a theme through details in the text. CFU What are we going to do? What does determine mean? Determine means __________. Activate Prior Knowledge Theme refers to a message about life or human natureexpressed in literature. Three Little Pigs 1. Two pigs were lazy and quickly built their houses out of straw and sticks. 2. A third little pig worked hard and built his house with bricks. 3. A big bad wolf wanted to eat the pigs and blew the straw and stick houses down in minutes. 4. The big bad wolf tried for hours to blow the brick house down, but couldn't. The theme of Three Little Pigs is "hard work now pays off later." Why do we know this is the theme? (Pair-Share) Make Connection Students, you already know how to determine a theme of a story. We infer the theme through details in the text. Now, we will determine a theme through details in the text. 1 figure out Vocabulary
Concept Development • Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated2. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. Theme: "Hard work now pays off later" The Ants and the Crickets retold 1. When the summer sun beat down on the ants, the crickets stood in the shade playing. 2. "Why are you working so hard?" the crickets asked the ants. 3."Come play with us!"4. The ants, however, were focused on their task. 5. "We cannot play," the ants replied. 6. "When the weather turns cold, there will be nothing to eat." 7. The ants continued working. 8. When winter arrived, the crickets could not find food anywhere. 9. They went to the ants for help. 10. "Please share food with us. 11. We are starving!" they cried. 12. "What were you doing throughout the summer, while we were working?" said the ants. 96 words NOT Examples of Theme: Topics such as: "honesty," "loyalty," "jealousy," or "greed" CFU Why is greed not an example of theme? Which of the following sentences could be a theme in a text? How do you know? A	Love conquers all. B	Love Vocabulary 2 (directly stated) written word for word
Skill Development/Guided Practice • Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. Determine a theme through details in the text. Read the text. Identify3 details in the text that suggest the theme. (underline) Determine the theme. (answer) 1 a 2 adapted from Little Women Lousia May Alcott Chapter 1 1. "It's so dreadful4 to be poor!" sighed Meg, looking down at her old dress. 2. "I don't think it's fair for some girls to have plenty of pretty things, and other girls nothing at all," added little Amy, with an injured sniff. 3. "We've got Father and Mother, and each other," said Bethcontentedly from her corner. 4. Nobody spoke for a minute; then Meg said in an altered tone, 5. "You know the reason Mother proposed not having any presents thisChristmas was because it is going to be a hard winter for everyone;and she thinks we ought not to spend money for pleasure, when our men are suffering so in the army." 6. "We can't do much, but we canmake our little sacrifices, and ought to do it gladly. 7. But I am afraid I don't." 8. And Meg shook her head, as she thought regretfully of all the pretty things she wanted. 150 words Application Which sentence would best be the theme of the text? A It's better to make yourself happy and not sacrifice. B Being poor leads to unhappiness. C It is important to sacrifice to help others. What does Meg think about making sacrifices? Give details from the text to support your answer. ____________________________________________________________________________________________________________ How did I/you identify details in the text that suggest the theme? How did I/you determine the theme? CFU 3 find (synonym) 4 awful (synonym) Vocabulary 1a 2
Skill Development/Guided Practice (continued) • Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. (continued) Little Women 1. Jo immediately sat up, put her hands in her pockets, and began to whistle. 2. "Don't, Jo. 3. It's so boyish!" said Amy. 4. "That's why I do it." 5. "…I detest rude, unladylike girls! 6. You are old enough to leave off boyish tricks, and to behave better, Josephine. 7. It didn't matter so much when you were a little girl, but now you are so tall, and turn up your hair, you should remember that you are a young lady." 8. "I'm not! 9. I hate to think I've got to grow up, and be Miss March, and wear long gowns, and look as prim6!" cried Jo. 10. "…It's bad enough to be a girl, anyway, when I like boy's games and work and manners! 11. I can't get over my disappointment in not being a boy. 12. And it's worse than ever now, for I'm dying to go and fight with Papa. 13. And I can only stay home and knit, like a boring old woman! 14. "Poor Jo! 15. It's too bad, but it can't be helped. 16. So you must try to be contented with making your name boyish, and playing brother to us girls," said Beth. 183 words Determine a theme through details in the text. Read the text. Identify details in the text that suggest the theme. (underline) Determine the theme. (answer) 1 a 2 Context: Little Women was written between 1868–1869. During this time, opportunities for women were limited. Women were expected to not have opinions and be submissive5. Application Which sentence would best be the theme of the text? A Being lady-like is the best way to be. B Live your life according to what is expected. C Don't give into social expectations; be yourself. What does Jo think about her behavior? Give details from the text to support your answer. ____________________________________________________________________________________________________________ CFU How did I/you identify details in the text that suggest the theme? How did I/you determine the theme? 5 always willing to obey 6 very careful how you speak and behave Vocabulary 1a 2
Relevance • Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. Determining a theme through details in text will help you understand new ways of thinking and behaving. 1 Theme: It is important to sacrifice to help others. Result: You may give up playtime to do volunteer work. Sample Test Question: 11. Which of these is a theme in this story? A Good things come to those who wait. B Just take one. C Sarah does not share. D Sharing is always best. Determining a theme through details in text will help you do well on tests. 2 Does anyone else have another reason why it is relevant to determine a theme through details in text? (Pair-Share) Why is it relevant to a theme through details in text? You may give one of my reasons or one of your own. Which reason is more relevant to you? Why? CFU
Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. Skill Closure Determine a theme through details in the text. Read the text. Identify3 details in the text that suggest the theme. (underline) Determine the theme. (answer) 1 a 2 Aiden and Madison 1. Aiden liked Madison more than any other girl in the school, but he didn't know how to tell her. 2. When she walked ahead of him in line, he kicked at her shoe. 3. When she passed him on the school yard, he called her "dork Madison." 4. He even wrote a mean word on her homework during the bus ride to school. 5. But what puzzled Madison the most was receiving an invitation to Aiden's birthday party. 6. Figuring that he was just planning a mean trick on her, Madison decided not to go, and while Aiden eagerly awaited Madison's arrival, Madison talked on the phone to Jacob. 7. When Aiden finally realized that Madison was not coming to his party, he was crushed. 119 words Word Bank message details infer suggest Which sentence would best be the theme of the text? A Friendship is an important bond. B Friends aren't mean to each other. C When you're cruel, you achieve great things. Access Common Core What details from the text help you determine the theme in the above text? Explain. ________________________________________________________ ________________________________________________________ Summary Closure What did you learn today about determining a theme through details in the text? (Pair-Share) Use words from the word bank. Day 1 ____________________________________________________________ _________________________________________________________________ Day 2 ____________________________________________________________ _________________________________________________________________
Name Independent Practice • Themerefers to a message about life or human natureexpressed in literature. • Theme is not directly stated. Readers must use details from the text to inferthe theme. • Details from the text include characters' actionsand the plot. Determine a theme through details in the text. Read the text. Identify details in the text that suggest the theme. (underline) Determine the theme. (answer) 1 a 2 adapted from Wizard Of Oz L. Frank Baum 1. "I don't know enough," replied the Scarecrow cheerfully. 2. "My head is stuffed with straw, you know, and that is why I am going to Oz to ask him for some brains." 3. "You see," he continued confidentially, "I don't mind my legs and arms and body being stuffed, because I cannot get hurt. 4. If anyone treads on my toes or sticks a pin into me, it doesn't matter, for I can't feel it. 5. But I do not want people to call me a fool, and if my head stays stuffed with straw instead of with brains, as yours is, how am I ever to know anything?" 8. But the Scarecrow said, "We cannot fly, that is certain. 9. Neither can we climb down into this great ditch. 10. Therefore, if we cannot jump over it, we must stop where we are." 11. "I think I could jump over it," said the Cowardly Lion. 12. "Then we are all right," answered the Scarecrow, "for you can carry us all over one at a time." 13. "Well, I'll try it," said the Lion. 14. "Who will go first?" 15. "I will," declared the Scarecrow, "for, if you found that you could not jump over the gulf, Dorothy would be killed, or the Tin Woodman badly dented on the rocks below." 225 words several hours later 6. What shall we do?" asked Dorothy . 7. "I haven't the faintest idea," said the Tin Woodman. Application Which sentence would best be the theme of the text? A You are capable of more than you believe. B Smart people think they're dumb. C There will always be time to get things done. How does the scarecrow show he is capable? Give details from the text to support your answer. ____________________________________________________________________________________________________________
Name Periodic Review 1 adapted from The City Mouse Aesop Once a little mouse who lived in the country invited a little mouse from the city to visit him. The City Mouse sat down to dinner; he was surprised to find that the Country Mouse had nothing to eat except barley and grain. "Really," he said, "you do not live well at all; you should see how I live! I have all sorts of fine things to eat every day. You must come to visit me and see how nice it is to live in the city." The little Country Mouse was glad to do this, and he went to the city to visit his friend. The very first place that the City Mouse took the Country Mouse was the kitchen cupboard of the house where he lived. There, on the lowest shelf, stood a big paper bag of brown sugar. The little City Mouse gnawed a hole in the bag and invited his friend to nibble for himself. The two little mice nibbled and nibbled and the Country Mouse thought he had never tasted anything so delicious in his life. He was just thinking how lucky the City Mouse was, when suddenly the door opened with a bang. "Run!" whispered the City Mouse. The little Country Mouse was shaking all over when they got safely away, but the little City Mouse said, "That is nothing; she will soon go away and then we can go back." "This is very terrible," said the Country Mouse; "let's not go back to the cupboard again." "No," said the City Mouse, "I'll take you to the cellar; there is something special there." The City Mouse took his little friend down the cellar stairs. They ran along the shelf and nibbled at a cheese here, and a bit of butter there, until Country Mouse saw an especially rich, very delicious-smelling piece of cheese on a little stand in a corner. He was just on the point of putting his teeth into the cheese when the City Mouse saw him. "Stop! Stop!" cried the City Mouse. "That is a trap!" The little Country Mouse stopped and said, "What is a trap?" "That thing is a trap," said the little City Mouse. "The minute you touch the cheese, it comes down on your head hard, and you're dead." The little Country Mouse looked at the trap, he looked at the cheese, and he looked at the little City Mouse. "If you'll excuse me," he said, "I think I will go home. I'd rather have barley and grain to eat and eat it in peace and comfort, than have brown sugar and cheese,—and be frightened all the time." Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question. Which sentence would best be the theme of the text? A Cities are better than country towns. B Be thankful for what you have; the grass is not always greener on the other side. C When you work hard, you can accomplish great things. Application How does Country Mouse come to appreciate his life? Give details from the text to support your answer. ____________________________________________________________________________________________________________________________________________ ______________________________________________________________________
Name Access Common Core Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? Choose Yes or No to indicate whether each detail from The City Mouse suggests the theme. A	Once a little mouse who lived in the country invited a little mouse from the city to visit him. B The City Mouse sat down to dinner; he was surprised to find that the Country Mouse had nothing to eat except barley and grain. C	"This is very terrible," said the Country Mouse; "let's not go back to the cupboard again." D	The very first place that the City Mouse took the Country Mouse was the kitchen cupboard of the house where he lived. E	The City Mouse took his little friend down the cellar stairs. F	"I think I will go home. I'd rather have barley and grain to eat and eat it in peace and comfort, than have brown sugar and cheese,—and be frightened all the time." O Yes O No O Yes O No O Yes O No O Yes O No O Yes O No O Yes O No Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question.
Name Periodic Review 2 adapted from Beauty and the Beast 1. Once upon a time as a merchant set off for market, he asked each of his three daughters what she would like as a present on his return. 2. Beauty, the youngest, prettiest, and sweetest of them all, said to her father: "All I'd like is a rose you've picked specially for me!" 3. When the merchant had finished his business, he set off for home. 4. Remembering his promise to Beauty, he bent down to pick a rose. Instantly, out of the rose garden, sprang a horrible beast, wearing splendid clothes. 5. Two bloodshot eyes, gleaming angrily, glared at him and a deep, terrifying voice growled: "Theft of my favorite flowers! I shall put you to death for this slight!" 6. Trembling with fear, the merchant fell on his knees before the Beast. 7. "Forgive me! 8. Don't kill me! 9. I'll do anything you say! 10. The rose wasn't for me, it was for my daughter Beauty. 11. I promised to bring her back a rose from my journey!" 12. The Beast dropped the paw it had clamped on the unhappy merchant. 13. "I shall spare your life, but on one condition, that you bring me your daughter!" 14. The terror-stricken merchant, faced with certain death if he did not obey, promised that he would do so. 15. When he reached home in tears, Beauty put his mind at rest immediately. 16. "Dear father, I'd do anything for you! 17. Don't worry, you'll be able to keep your promise and save your life! 18. So Beauty was led to the castle. 19. The Beast, however, had quite an unexpected greeting for the girl. 20. Instead of menacing doom as it had done with her father, it was surprisingly pleasant. 21. In the beginning, Beauty was frightened of the Beast, and shuddered at the sight of it. 22. Then she found that, in spite of the monster's awful head, her horror of it was gradually fading as time went by. 23. She had one of the finest rooms in the Castle, and sat for hours, embroidering in front of the fire. 24. And the Beast would sit, for hours on end, only a short distance away, silently gazing at her. 25. Then it started to say a few kind words, till in the end, Beauty was amazed to discover that she was actually enjoying its conversation. 26. The days passed, and Beauty and the Beast became good friends. 384 words Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question. Application Which sentence would best be the theme of the text? A Help your family. B Be kind to strangers. C Good friends can be found where you least expect it. How does Beauty's opinion of the Beast change? Give details from the text to support your answer. ____________________________________________________________________________________________________________________________________________
Name Access Common Core Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? Use textual evidence to support the determined theme. Theme: Superficial1 friends may not help you in times of need. "The Hare2 With Many Friends?" 1. A Hare was very popular with the other animals who all claimed to be her friends. 2. But one day she heard the hounds3 approaching and hoped to escape them by the aid of her many friends. 3. So, she went to the horse, and asked him to carry her away from the hounds on his back. But he declined, stating that he had important work to do for his master. 4. "He felt sure," he said, "that all her other friends would come to her assistance." 5. She then asked to the bull, and hoped that he would repel4 the hounds with his horns. 6. The bull replied: "I am very sorry, but I have an appointment with a lady; but I feel sure that our friend the goat will do what you want." 7. The goat, however, feared that his back might do her some harm if he took her upon it. 8. So she went to the ram and told him the situation. 9. The ram replied: "Another time, my dear friend. 10. The Hare's last hope, the calf, said he was unable to help her, as he did not want the responsibility, especially because so many others had declined. 11. By this time, the hounds had caught the Hare, and ate her. 206 words Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question. ___________________________________________________________________________________________________________________________________________________________________________ 1 only on the surface 2 type of rabbit 3 breed of dog often used for hunting 4 hold off Vocabulary
Name Periodic Review 3 Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? Suggested Reading: Little Women by Lousia May Alcott A Wrinkle in Time by Madeleine L'Engle Diary of a Wimpy Kid by Jeff Kinney • Summarize: Write a brief overview of the text. List significant events that occur. • Answer: • What is the story's theme? Use details from the text to support your answer. • Did the story connect to your own life? Other stories? Others characters? • If yes, how? Access Common Core Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question. Read the story titles and descriptions below. Then, decide which themes best fit the stories. A Courage: "Face your fears and you can defeat them." B Happiness: "There's no such thing as perfect. Perfect comes at a price." C Perseverance: "Never give up." The Giver - Jonas's world is perfect. Everything is under control. There is no war or fear or pain. To have this perfect world, the memories of their society's collective experiences were given up. Not only did this allow them to forget all of the pain that had been suffered throughout human history, it also prevented members of the society from wanting to engage in activities and relationships that could result in conflict and suffering. Every person is assigned a role in the Community. When Jonas turns twelve, he is singled out to receive special training from The Giver. The Giver alone holds the memories of the true pain and pleasure of life. Now, it is time for Jonas to receive the truth. Hatchet – Brian is a 13- year-old boy traveling in a small airplane to Canada to spend the summer with his father. After the pilot dies of a heart attack, Brian is involved in a plane crash in an uninhabited part of the Canadian woods. Brian then must find a way to survive, and in the process, discovers much about himself. Brian learns to solve problems that would potentially be life-threatening. He calls upon his intelligence and memory to overcome challenges, such as creating fire, building shelter, and finding food.
Exploring Theme with Different Media Solving Math Problems 1 What am I trying to find? 2	What do I know about this idea? 3	What amounts do I know? 4	Solve the problem or answer the question. 5	Did I answer all parts of the question? 6.RL.7 Compare and contrast the experience of reading a story, drama, or poem to listening to or viewing an audio, video, or live version of the text, including contrasting what they "see" and "hear" when reading the text to what they perceive when they listen or watch. After reading the text, have students view one of the film adaptations below, comparing and contrasting how the theme is presented in each version of the story. Film Adaptations Little Women (1994) A Wrinkle in Time (2003) Diary of a Wimpy Kid (2010) Answering ELA Questions 1 Determine what the question or prompt is asking. 2	Determine the ELA concept required. 3	Read the text to determine relevant information. 4	Answer the question. 5	Re-read the directions to determine if you answered all parts of the question.


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Q: How many iterations will it take to evaluate the sum of two binary strings without using arithmetic operations? I understand the working of the following code but how do I get number of iterations required to reach the answer?
Given that length of binary strings are upto 10^5.
Code:
def fun(a,b):
    while(b!=0):
        carry = a&b
        a = a^b
        b = carry<<1
    return a

Here a and b are non negative integers. It is pointless to convert binary strings to into decimal form as integers would be very large (2**(10**5)).
EDIT :
Adding a counter will not help as I will have to convert the strings in decimal forms and store it in variables a and b which is not feasible and size of strings are upto 10^5.

A: This is theoretic answer, but it may help.
You'd expect number of iterations equal to number of bits in strings in worst case:
    a: 01111...1111
    b: 00000...0001
1st:---------------
    a: 01111...1110
    b: 00000...0010
2nd:---------------
    a: 01111...1100
    b: 00000...0100
etc...

Here you see carry propagating from lsb to msb through whole string.
In general case number of iterations equal to 1 plus the longest carry propagation path, which starts with a[i]=b[i]=1 and continues with a[i]=1 b[i]=0 or a[i]=0 b[i]=1.
An example:
    a: 00101100100110 tooks 5 iterations:
    b: 00011011101110
         \_/\__/ \/   as there are carry paths of 3, 4 and 2 bits, longest is 4.
1st------------------
    a: 00110111001000
    b: 00010001001100
2nd------------------
    a: 00100110000100
    b: 00100010010000
3rd------------------
    a: 00000100010100
    b: 01000100100000
4th------------------
    a: 00000000110100
    b: 10001000000000
5th------------------
    a: 10001000110100
    b: 00000000000000

(If you interested in lower number of iterations, study fast carry propagation algorithm.)

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