WATSON et al. v. PHILIP MORRIS COS., INC., et al.

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
142 OCTOBER TERM, 2006
Syllabus
WATSON et al. v. PHILIP MORRIS COS., INC., et al.
certiorari to the united states court of appeals for
the eighth circuit
No. 05–1284. Argued April 25, 2007—Decided June 11, 2007
Petitioners filed a state-court suit claiming that respondents (Philip Mor
ris) violated Arkansas unfair business practice laws by advertising cer
tain cigarette brands as “light” when, in fact, Philip Morris had manipu
lated testing results to register lower levels of tar and nicotine in the
advertised cigarettes than would be delivered to consumers. Philip
Morris removed the case to Federal District Court under the federal
officer removal statute, which permits removal of an action against “any
officer (or any person acting under that officer) of the United States or
of any agency thereof,” 28 U. S. C. § 1442(a)(1) (emphasis added). The
federal court upheld the removal, ruling that the complaint attacked
Philip Morris’ use of the Government’s method of testing cigarettes and
thus that petitioners had sued Philip Morris for “acting under” the Fed
eral Trade Commission. The Eighth Circuit affirmed, emphasizing the
FTC’s detailed supervision of the cigarette testing process and likening
the case to others in which lower courts permitted removal by heavily
supervised Government contractors.
Held: The fact that a federal agency directs, supervises, and monitors a
company’s activities in considerable detail does not bring that company
within § 1442(a)(1)’s scope and thereby permit removal. Pp. 147–157.
(a) Section 1442(a)(1)’s words “acting under” are broad, and the stat
ute must be “liberally construed.” Colorado v. Symes, 286 U. S. 510,
517. But broad language is not limitless. And a liberal construction
nonetheless can find limits in a text’s language, context, history, and
purposes. The statute’s history and this Court’s cases demonstrate
that its basic purpose is to protect the Federal Government from the
interference with its “operations” that would ensue were a State able,
for example, to “arres[t]” and bring “to trial in a State cour[t] for an
alleged offense against the law of the State,” “officers and agents” of
the Government “acting . . . within the scope of their authority.”
Willingham v. Morgan, 395 U. S. 402, 406 (internal quotation marks
omitted). State-court proceedings may reflect “local prejudice” against
unpopular federal laws or officials, e. g., Maryland v. Soper (No. 1), 270
U. S. 9, 32, and States hostile to the Government may impede enforce
ment of federal law, see, e. g., Tennessee v. Davis, 100 U. S. 257, 263, or
deprive federal officials of a federal forum in which to assert federal

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
143 Cite as: 551 U. S. 142 (2007)
Syllabus
immunity defenses, see, e. g., Willingham, supra, at 407. The removal
statute applies to private persons “who lawfully assist” a federal officer
“in the performance of his official duty,” Davis v. South Carolina, 107
U. S. 597, 600, but “only” if the private parties were “authorized to act
with or for [federal officers or agents] in affirmatively executing duties
under . . . federal law,” City of Greenwood v. Peacock, 384 U. S. 808,
824. Pp. 147–151.
(b) The relevant relationship here is that of a private person “acting
under” a federal “officer” or “agency.” § 1442(a)(1) (emphasis added).
In this context, “under” must refer to what the dictionaries describe as
a relationship involving acting in a certain capacity, considered in rela
tion to one holding a superior position or office, and typically includes
subjection, guidance, or control. Precedent and statutory purpose also
make clear that the private person’s “acting under” must involve an
effort to assist, or to help carry out, the federal superior’s duties or
tasks. See, e. g., Davis v. South Carolina, supra, at 600. Such aid
does not include simply complying with the law. When a company
complies with a regulatory order, it does not ordinarily create a signifi
cant risk of state-court “prejudice.” Cf. Soper, supra, at 32. A state
court suit brought against such a company is not likely to disable federal
officials from taking necessary action designed to enforce federal law,
cf. Tennessee v. Davis, supra, at 262–263, nor to deny a federal forum
to an individual entitled to assert a federal immunity claim, see, e. g.,
Willingham, supra, at 407. Thus, a private firm’s compliance (or non
compliance) with federal laws, rules, and regulations does not by itself
fall within the scope of the statutory phrase “acting under” a federal
“official,” even if the regulation is highly detailed and even if the private
firm’s activities are highly supervised and monitored. A contrary de
termination would expand the statute’s scope considerably, potentially
bringing within it state-court actions filed against private firms in many
highly regulated industries. Nothing in the statute’s language, history,
or purpose indicates a congressional intent to do so. Pp. 151–153.
(c) Philip Morris’ two arguments to the contrary are rejected. First,
it contends that if close supervision is sufficient to turn a Government
contractor into a private firm “acting under” a Government “agency” or
“officer,” as lower courts have held, it is sufficient to transform a com
pany subjected to intense regulation. The answer to this argument is
that the assistance that private contractors provide federal officers goes
beyond simple compliance with the law and helps the officers fulfill other
basic governmental tasks. Second, Philip Morris argues that it is “act
ing under” FTC officers when it conducts cigarette testing because,
after initially testing cigarettes for tar and nicotine, the FTC delegated
authority for that task to the tobacco industry in 1987 and has thereaf

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
144 WATSON v. PHILIP MORRIS COS.
Syllabus
ter extensively supervised and closely monitored testing. This argu
ment contains a fatal flaw of omission. Although it uses the word “dele
gation,” there is no evidence of any delegation of legal authority from
the FTC to the tobacco industry to undertake testing on the Govern
ment agency’s behalf, or evidence of any contract, payment, employer/
employee relationship, or principal/agent arrangement. The existence
of detailed FTC rules indicates regulation, not delegation. The usual
regulator/regulated relationship cannot be construed as bringing Philip
Morris within the statute’s terms. Pp. 153–157.
420 F. 3d 852, reversed and remanded.
Breyer, J., delivered the opinion for a unanimous Court.
Dav id C. Freder ick argued the cause for petitioners.
With him on the briefs were Mark L. Evans, Steven Eugene
Cauley, James Allen Carney, and Marcus N. Bozeman.
Irving L. Gornstein argued the cause for the United
States as amicus curiae urging reversal. With him on the
brief were Solicitor General Clement, Assistant Attorney
General Keisler, Deputy Solicitor General Hungar, Mark B.
Stern, and Dana J. Martin.
Theodore B. Olson argued the cause for respondents.
With him on the brief were Mark A. Perry, Amir C. Tay
rani, Murray R. Garnick, and Kenneth S. Geller.*
*Briefs of amici curiae urging reversal were filed for the State of Illi
nois et al. by Lisa Madigan, Attorney General of Illinois, Gary Feiner
man, Solicitor General, and Michael Scodro, Deputy Solicitor General, by
Linda Singer, Acting Attorney General of the District of Columbia, and
by the Attorneys General for their respective States as follows: Talis J.
Colberg of Alaska, Terry Goddard of Arizona, Mike Beebe of Arkansas,
Edmund G. Brown, Jr., of California, John W. Suthers of Colorado, Rich
ard Blumenthal of Connecticut, Joseph R. Biden III of Delaware, Bill
McCollum of Florida, Thurbert E. Baker of Georgia, Mark J. Bennett of
Hawaii, Lawrence G. Wasden of Idaho, Steve Carter of Indiana, Tom Miller
of Iowa, Paul J. Morrison of Kansas, Gregory D. Stumbo of Kentucky,
Charles C. Foti, Jr., of Louisiana, G. Steven Rowe of Maine, Douglas F.
Gansler of Maryland, Martha Coakley of Massachusetts, Michael A. Cox
of Michigan, Lori Swanson of Minnesota, Jim Hood of Mississippi, Jere
miah W. (Jay) Nixon of Missouri, Mike McGrath of Montana, Catherine
Cortez Masto of Nevada, Kelly A. Ayotte of New Hampshire, Stuart

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
145 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
Justice Breyer delivered the opinion of the Court.
The federal officer removal statute permits a defendant
to remove to federal court a state-court action brought
against the
“United States or any agency thereof or any officer (or
any person acting under that officer) of the United
States or of any agency thereof, sued in an official
or individual capacity for any act under color of such
office . . . .” 28 U. S. C. § 1442(a)(1) (emphasis added).
The question before us is whether the fact that a federal
regulatory agency directs, supervises, and monitors a com
pany’s activities in considerable detail brings that company
within the scope of the italicized language (“acting under”
an “officer” of the United States) and thereby permits re
moval. We hold that it does not.
Rabner of New Jersey, Gary K. King of New Mexico, Andrew M. Cuomo
of New York, Roy Cooper of North Carolina, Wayne Stenehjem of North
Dakota, Marc Dann of Ohio, W. A. Drew Edmondson of Oklahoma, Hardy
Myers of Oregon, Thomas W. Corbett, Jr., of Pennsylvania, Patrick Lynch
of Rhode Island, Henry McMaster of South Carolina, Lawrence E. Long
of South Dakota, Robert E. Cooper, Jr., of Tennessee, Mark L. Shurtleff
of Utah, William H. Sorrell of Vermont, Robert F. McDonnell of Virginia,
Robert M. McKenna of Washington, Darrell V. McGraw, Jr., of West Vir
ginia, J. B. Van Hollen of Wisconsin, and Patrick J. Crank of Wyoming;
for the Campaign for Tobacco-Free Kids et al. by Matthew L. Myers; for
Public Citizen, Inc., et al. by Scott L. Nelson, Brian Wolfman, Stacy
Canan, Bruce Vignery, and Michael Schuster; and for Public Justice, P. C.,
et al. by Gerson H. Smoger, Esther E. Berezofsky, Michael J. Quirk, Ar
thur H. Bryant, Leslie A. Brueckner, and Jeffrey R. White.
Michael S. Fried and Christian G. Vergonis filed a brief for Former
Commissioners and Senior Staff of the Federal Trade Commission as
amici curiae urging affirmance.
Briefs of amici curiae were filed for the Blue Cross and Blue Shield
Association by Anthony F. Shelley; for Defense Contractors et al. by Seth
P. Waxman, Stephen W. Preston, Paul R. Q. Wolfson, and John P. Ja
necek; and for the Washington Legal Foundation by Katharine R. Lati
mer, Rebecca A. Womeldorf, Michael L. Junk, Daniel J. Popeo, and Paul
D. Kamenar.

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
146 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
I
Lisa Watson and Loretta Lawson, the petitioners, filed a
civil lawsuit in Arkansas state court claiming that the Philip
Morris Companies, the respondents, violated state laws pro
hibiting unfair and deceptive business practices. The com
plaint focuses upon advertisements and packaging that de
scribe certain Philip Morris brand cigarettes (Marlboro and
Cambridge Lights) as “light,” a term indicating lower tar
and nicotine levels than those present in other cigarettes.
More specifically, the complaint refers to the design and per
formance of Philip Morris cigarettes that are tested in ac
cordance with the Cambridge Filter Method, a method that
“the tobacco industry [uses] to ‘measure’ tar and nicotine lev
els in cigarettes.” App. to Pet. for Cert. 63a–64a. The
complaint charges that Philip Morris “manipulat[ed] the de
sign” of its cigarettes, and “[e]mploy[ed] techniques that”
would cause its cigarettes “to register lower levels of tar and
nicotine on [the Cambridge Filter Method] than would be
delivered to the consumers of the product.” Id., at 63a–65a.
The complaint adds that the Philip Morris cigarettes deliv
ered “greater amounts of tar and nicotine when smoked
under actual conditions” than the adjective “ ‘light’ ” as used
in its advertising indicates. Id., at 65a. In view of these
and other related practices, the complaint concludes that
Philip Morris’ behavior was “deceptive and misleading”
under Arkansas law. Id., at 64a, 66a.
Philip Morris, referring to the federal officer removal stat
ute, removed the case to Federal District Court. That
court, in turn, held that the statute authorized the removal.
The court wrote that the complaint attacked Philip Morris’
use of the Government’s method of testing cigarettes. For
this reason (and others), it held that the petitioners had sued
Philip Morris for “act[s]” taken “under” the Federal Trade
Commission (FTC), a federal agency (staffed by federal
“officer[s]”).

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
147 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
The District Court certified the question for interlocutory
review. And the United States Court of Appeals for the
Eighth Circuit affirmed. Like the District Court, it empha
sized the FTC’s detailed supervision of the cigarette testing
process. It also cited lower court cases permitting removal
by heavily supervised Government contractors. See 420
F. 3d 852, 857 (2005); Winters v. Diamond Shamrock Chemi
cal Co., 149 F. 3d 387 (CA5 1998) (authorizing removal of a
tort suit against private defense contractors that manufac
tured Agent Orange). The Eighth Circuit concluded that
Philip Morris was “acting under” federal “officer[s],” namely,
the FTC, with respect to the challenged conduct. 420 F.
3d, at 854.
We granted certiorari. 549 U. S. 1162 (2007). And we
now reverse the Eighth Circuit’s determination.
II
The federal statute permits removal only if Philip Morris,
in carrying out the “act[s]” that are the subject of the peti
tioners’ complaint, was “acting under” any “agency” or “offi
cer” of “the United States.” 28 U. S. C. § 1442(a)(1). The
words “acting under” are broad, and this Court has made
clear that the statute must be “liberally construed.” Colo
rado v. Symes, 286 U. S. 510, 517 (1932); see Arizona v.
Manypenny, 451 U. S. 232, 242 (1981); Willingham v. Mor
gan, 395 U. S. 402, 406–407 (1969). But broad language
is not limitless. And a liberal construction nonetheless
can find limits in a text’s language, context, history, and
purposes.
Beginning with history, we note that Congress enacted the
original federal officer removal statute near the end of the
War of 1812, a war that was not popular in New England.
See id., at 405. Indeed, shipowners from that region filed
many state-court claims against federal customs officials
charged with enforcing a trade embargo with England. See
Wiecek, The Reconstruction of Federal Judicial Power, 1863–

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
148 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
1875, 13 Am. J. Legal Hist. 333, 337 (1969). Congress re
sponded with a provision that permitted federal customs
officers and “any other person aiding or assisting” those
officers to remove a case filed against them “in any state
court” to federal court. Customs Act of 1815, ch. 31, § 8, 3
Stat. 198 (emphasis added). This initial removal statute was
“[o]bviously . . . an attempt to protect federal officers from
interference by hostile state courts.” Willingham, 395
U. S., at 405.
In the early 1830’s, South Carolina passed a Nullification
Act declaring federal tariff laws unconstitutional and author
izing prosecution of the federal agents who collected the tar
iffs. See ibid. Congress then enacted a new statute that
permitted “any officer of the United States, or other person,”
to remove to federal court a lawsuit filed against the officer
“for or on account of any act done under the revenue laws of
the United States.” Act of Mar. 2, 1833, ch. 57, § 3, 4 Stat.
633 (emphasis added). As Senator Daniel Webster ex
plained at the time, where state courts might prove hostile
to federal law, and hence to those who enforced that law, the
removal statute would “give a chance to the [federal] officer
to defend himself where the authority of the law was recog
nised.” 9 Cong. Deb. 461 (1833).
Soon after the Civil War, Congress enacted yet another
officer removal statute, permitting removal of a suit against
any revenue officer “on account of any act done under color
of his office” by the revenue officer and “any person acting
under or by authority of any such officer.” Act of July 13,
1866, ch. 184, § 67, 14 Stat. 171 (emphasis added). Elsewhere
the statute restricted these latter persons to those engaged
in acts “for the collection of taxes.” § 67, id., at 172.
In 1948, Congress again revised the statute, dropping its
limitation to the revenue context. And it included the re
written statute within its 1948 recodification. See Act of
June 25, 1948, ch. 646, § 1442(a), 62 Stat. 938, 28 U. S. C.
§ 1442(a). It is this version of the statute that, with the ex

551US1 Unit: $U57 [09-19-11 18:55:41] PAGES PGT: OPIN
149 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
ception of a modification in response to this Court’s decision
in International Primate Protection League v. Administra
tors of Tulane Ed. Fund, 500 U. S. 72 (1991), is now before
us. While Congress expanded the statute’s coverage to in
clude all federal officers, it nowhere indicated any intent to
change the scope of words, such as “acting under,” that de
scribed the triggering relationship between a private entity
and a federal officer.
Turning to precedent, we point to three cases, all involving
illegal liquor, which help to illustrate the need for, and the
workings of, the pre-1948 removal statutes. In 1878, a fed
eral revenue officer, James Davis, raided an illegal distillery
in Tennessee; was ambushed by several armed men; re
turned the ambushers’ gunfire; and shot one of his attackers
dead. See Tennessee v. Davis, 100 U. S. 257, 261 (1880).
Tennessee indicted Davis for murder. The Court held that
the statute permitted Davis to remove the case to federal
court, reasoning that the Federal Government “can act only
through its officers and agents, and they must act within the
States.” Id., at 263. Removal, the Court found, would help
to prevent hostile States from “paralyz[ing]” the Federal
Government and its initiatives. Ibid.
About the same time, a U. S. Army corporal (also called
Davis, Lemuel Davis) along with several other soldiers
helped a federal revenue officer try to arrest a distiller
for violating the internal-revenue laws. The soldiers sur
rounded the house; the distiller escaped through a hole in a
side wall; Corporal Davis shot the suspect; and South Caro
lina indicted Davis for murder. Davis removed the case,
and this Court upheld the removal. The Court acknowl
edged that, although Davis was not a revenue officer, he was
a person “who lawfully assist[ed]” a revenue officer “in the
performance of his official duty.” Davis v. South Carolina,
107 U. S. 597, 600 (1883).
In the 1920’s, Maryland charged a group of prohibition
agents and a private person acting as their driver with a

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
150 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
murder committed during a distillery raid. See Maryland
v. Soper (No. 1), 270 U. S. 9 (1926). The prohibition agents
and their driver sought to remove the state murder trial to
federal court. This Court ultimately rejected their removal
efforts for reasons not relevant here. But in doing so it
pointed out that the private person acting “as a chauffeur
and helper to the four officers under their orders and . . .
direction” had “the same right to the benefit of ” the removal
provision as did the federal agents. Id., at 30.
Apart from demonstrating the dangers associated with
working in the illegal alcohol business, these three cases—
Tennessee v. Davis, Davis v. South Carolina, and Maryland
v. Soper—illustrate that the removal statute’s “basic” pur
pose is to protect the Federal Government from the interfer
ence with its “operations” that would ensue were a State
able, for example, to “arres[t]” and bring “to trial in a State
cour[t] for an alleged offense against the law of the State,”
“officers and agents” of the Federal Government “acting . . .
within the scope of their authority.” Willingham, 395 U. S.,
at 406 (internal quotation marks omitted). See also ibid.
(noting that the “purpose” of the statute “is not hard to dis
cern”). State-court proceedings may reflect “local preju
dice” against unpopular federal laws or federal officials.
Soper, supra, at 32; see Manypenny, 451 U. S., at 242 (noting
that removal permits trials to occur free from “local . . .
prejudice”). In addition, States hostile to the Federal Gov
ernment may impede through delay federal revenue collec
tion or the enforcement of other federal law. See Tennessee
v. Davis, supra, at 263; cf. Findley v. Satterfield, 9 F. Cas.
67, 68 (No. 4,792) (CC ND Ga. 1877). And States may de
prive federal officials of a federal forum in which to assert
federal immunity defenses. See International Primate
Protection League, supra, at 86–87; Willingham, supra, at
407 (“[O]ne of the most important reasons for removal is to
have the validity of the defense of official immunity tried in
a federal court”); Jefferson County v. Acker, 527 U. S. 423,

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
151 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
447 (1999) (Scalia, J., concurring in part and dissenting in
part) (noting that “the main point” of the federal officer re
moval statute “is to give officers a federal forum in which to
litigate the merits of immunity defenses”).
Where a private person acts as an assistant to a federal
official in helping that official to enforce federal law, some of
these same considerations may apply. Regardless, in Davis
v. South Carolina the Court wrote that the removal statute
applies to private persons “who lawfully assist” the federal
officer “in the performance of his official duty.” 107 U. S.,
at 600. And in City of Greenwood v. Peacock, 384 U. S. 808,
824 (1966), in interpreting a related removal provision, the
Court repeated that the statute authorized removal by pri
vate parties “only” if they were “authorized to act with or
for [federal officers or agents] in affirmatively executing du
ties under . . . federal law.” All the Court’s relevant post
1948 federal officer removal cases that we have found reflect
or are consistent with this Court’s pre-1948 views. See
Mesa v. California, 489 U. S. 121 (1989); Manypenny, supra;
Willingham, supra; Peacock, supra.
III
With this history and precedent in mind, we return to the
statute’s language. The relevant relationship is that of a
private person “acting under” a federal “officer” or “agency.”
28 U. S. C. § 1442(a)(1) (emphasis added). In this context,
the word “under” must refer to what has been described as
a relationship that involves “acting in a certain capacity, con
sidered in relation to one holding a superior position or of
fice.” 18 Oxford English Dictionary 948 (2d ed. 1989). That
relationship typically involves “subjection, guidance, or con
trol.” Webster’s New International Dictionary 2765 (2d ed.
1953). See also Funk & Wagnalls New Standard Dictionary
of the English Language 2604 (1942) (defining “under” as
meaning “[s]ubordinate or subservient to,” “[s]ubject to guid
ance, tutorship, or direction of ”); 18 Oxford English Diction

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
152 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
ary, supra, at 949 (“[s]ubject to the instruction, direction, or
guidance of ”). In addition, precedent and statutory purpose
make clear that the private person’s “acting under” must in
volve an effort to assist, or to help carry out, the duties
or tasks of the federal superior. See, e. g., Davis v. South
Carolina, supra, at 600; see also supra, at 149–151.
In our view, the help or assistance necessary to bring a
private person within the scope of the statute does not in
clude simply complying with the law. We recognize that
sometimes an English speaker might say that one who com
plies with the law “helps” or “assists” governmental law
enforcement. Taxpayers who fill out complex federal tax
forms, airline passengers who obey federal regulations pro
hibiting smoking, for that matter well-behaved federal pris
oners, all “help” or “assist” federal law enforcement authori
ties in some sense of those words. But that is not the sense
of “help” or “assist” that can bring a private action within
the scope of this statute. That is in part a matter of lan
guage. One would usually describe the behavior of the tax
payers, airline passengers, and prisoners we have described
as compliance with the law (or acquiescence to an order),
not as “acting under” a federal official who is giving an order
or enforcing the law. It is also in part a matter of the his
tory and the precedent we have discussed. See supra,
at 147–151.
Finally, it is a matter of statutory purpose. When a com
pany subject to a regulatory order (even a highly complex
order) complies with the order, it does not ordinarily create
a significant risk of state-court “prejudice.” Cf. Soper,
supra, at 32; Manypenny, supra, at 241–242. Nor is a
state-court lawsuit brought against such a company likely to
disable federal officials from taking necessary action de
signed to enforce federal law. Cf. Tennessee v. Davis, 100
U. S., at 262–263. Nor is such a lawsuit likely to deny a fed
eral forum to an individual entitled to assert a federal claim
of immunity. See, e. g., Willingham, supra, at 407.

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
153 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
The upshot is that a highly regulated firm cannot find a
statutory basis for removal in the fact of federal regulation
alone. A private firm’s compliance (or noncompliance) with
federal laws, rules, and regulations does not by itself fall
within the scope of the statutory phrase “acting under” a
federal “official.” And that is so even if the regulation is
highly detailed and even if the private firm’s activities are
highly supervised and monitored. A contrary determina
tion would expand the scope of the statute considerably, po
tentially bringing within its scope state-court actions filed
against private firms in many highly regulated industries.
See, e. g., Federal Insecticide, Fungicide, and Rodenticide
Act, 7 U. S. C. § 136a (2000 ed. and Supp. IV) (mandating dis
closure of testing results in the context of pesticide registra
tion). Neither language, nor history, nor purpose lead us to
believe that Congress intended any such expansion.
IV
Philip Morris advances two important arguments to the
contrary. First, it points out that lower courts have held
that Government contractors fall within the terms of the fed
eral officer removal statute, at least when the relationship
between the contractor and the Government is an unusually
close one involving detailed regulation, monitoring, or super
vision. See, e. g., Winters, 149 F. 3d 387. And it asks why,
if close supervision is sufficient to turn a private contractor
into a private firm “acting under” a Government “agency” or
“officer,” does it not do the same when a company is sub
jected to intense regulation.
The answer to this question lies in the fact that the pri
vate contractor in such cases is helping the Government to
produce an item that it needs. The assistance that private
contractors provide federal officers goes beyond simple com
pliance with the law and helps officers fulfill other basic gov
ernmental tasks. In the context of Winters, for example,
Dow Chemical fulfilled the terms of a contractual agreement

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
154 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
by providing the Government with a product that it used
to help conduct a war. Moreover, at least arguably, Dow
performed a job that, in the absence of a contract with a
private firm, the Government itself would have had to
perform.
These circumstances distinguish Winters from this case.
For present purposes that distinction is sufficient. And we
need not further examine here (a case where private con
tracting is not at issue) whether and when particular circum
stances may enable private contractors to invoke the statute.
Second, Philip Morris argues that its activities at issue
here did not consist simply of compliance with regulatory
laws, rules, and orders. It contends that the FTC, after ini
tially testing cigarettes for tar and nicotine, “delegated au
thority” for that task to an industry-financed testing labora
tory in 1987. E. g., Brief for Respondents 31 (emphasis
added). And Philip Morris asserts that (along with other
cigarette companies) it was acting pursuant to that delega
tion. It adds that ever since this initial “delegation” the
FTC has “extensive[ly] . . . supervis[ed]” and “closely moni
tored” the manner in which the laboratory tests cigarettes.
Id., at 37, 30, 39. Philip Morris concludes that, given all
these circumstances, just as Dow was “acting under” officers
of the Department of Defense when it manufactured Agent
Orange, see Winters, supra, at 399, so Philip Morris is “act
ing under” officers of the FTC when it conducts cigarette
testing. See Brief for Respondents 38.
For argument’s sake we shall overlook the fact that the
petitioners appear to challenge the way in which Philip Mor
ris “designed” its cigarettes, not the way in which it (or the
industry laboratory) conducted cigarette testing. We also
shall assume the following testing-related facts that Philip
Morris sets forth in its brief:
(1) In the 1950’s, the FTC ordered tobacco companies to
stop advertising the amount of tar and nicotine con
tained in their cigarettes. See id., at 3.

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
155 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
(2) In 1966, the FTC altered course. It permitted ciga
rette companies to advertise “tar and nicotine yields”
provided that the company had substantiated its state
ment through use of the Cambridge Filter Method, a
testing method developed by Dr. Clyde Ogg, a Depart
ment of Agriculture employee. Id., at 4–5.
(3) The Cambridge Filter Method uses “a smoking ma
chine that takes a 35 milliliter puff of two seconds’ dura
tion on a cigarette every 60 seconds until the cigarette
is smoked to a specified butt length.” FTC v. Brown &
Williamson Tobacco Corp., 778 F. 2d 35, 37 (CADC
1985). It then measures the amount of tar and nico
tine that is delivered. That data, in turn, determine
whether a cigarette may be labeled as “light.” This
method, Dr. Ogg has testified, “will not tell a smoker
how much tar and nicotine he will get from any given
cigarette,” but it “will indicate” whether a smoker “will
get more from one than from another cigarette if there
is a significant difference between the two and if he
smokes the two in the same manner.” Brief for Re
spondents 5–6 (internal quotation marks omitted).
(4) In 1967, the FTC began to use its own laboratory to
perform these tests. See id., at 6. And the Cambridge
Filter Method began to be referred to as “the ‘FTC
Method.’ ” Id., at 4.
(5) The FTC published the testing results periodically
and sent the results annually to Congress. See id., at 7.
(6) Due to cost considerations, the FTC stopped testing
cigarettes for tar and nicotine in 1987. Simultaneously,
the tobacco industry assumed responsibility for ciga
rette testing, running the tests according to FTC speci
fications and permitting the FTC to monitor the process
closely. See ibid.
(7) The FTC continues to publish the testing results and
to send them to Congress. See ibid.

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
156 WATSON v. PHILIP MORRIS COS.
Opinion of the Court
(8) The tobacco industry has followed the FTC’s re
quirement that cigarette manufacturers disclose (and
make claims about) tar and nicotine content based exclu
sively on the results of this testing. See id., at 8–9.
Assuming this timeline, Philip Morris’ argument nonethe
less contains a fatal flaw—a flaw of omission. Although
Philip Morris uses the word “delegation” or variations many
times throughout its brief, we have found no evidence of any
delegation of legal authority from the FTC to the industry
association to undertake testing on the Government agency’s
behalf. Nor is there evidence of any contract, any payment,
any employer/employee relationship, or any principal/agent
arrangement.
We have examined all of the documents to which Philip
Morris and certain supporting amici refer. Some of those
documents refer to cigarette testing specifications, others
refer to the FTC’s inspection and supervision of the industry
laboratory’s testing, and still others refer to the FTC’s prohi
bition of statements in cigarette advertising. But none of
these documents establish the type of formal delegation that
might authorize Philip Morris to remove the case.
Several former FTC officials, for example, filed an amicus
brief in which they state that “[i]n 198[7] the FTC delegated
testing responsibility to the private Tobacco Industry Test
ing Lab (the ‘TITL’).” Brief for Former Commissioners and
Senior Staff of the FTC 11. But in support of this prop
osition the brief cites a single source, a letter from the ciga
rette manufacturers’ lawyer to an FTC official. That letter
states:
“[M]ajor United States cigarette manufacturers, who
are responsible for the TITL’s operations and on whose
behalf we are writing, do not believe that Commission
oversight is needed . . . . Nevertheless, as an accom
modation and in the spirit of cooperation, the manu
facturers are prepared to permit Commission employees

551US1 Unit: $U57 [09-19-11 18:55:42] PAGES PGT: OPIN
157 Cite as: 551 U. S. 142 (2007)
Opinion of the Court
to monitor the TITL testing program . . . .” Letter
from John P. Rupp to Judith P. Wilkenfeld (June 30,
1987), online at http://tobaccodocuments.org/nysa_ti_s1/
TI57900738.html (as visited June 7, 2007, and available
in Clerk of Court’s case file).
Nothing in this letter refers to a delegation of authority.
And neither Congress nor federal agencies normally delegate
legal authority to private entities without saying that they
are doing so.
Without evidence of some such special relationship, Philip
Morris’ analogy to Government contracting breaks down.
We are left with the FTC’s detailed rules about advertising,
specifications for testing, requirements about reporting re
sults, and the like. This sounds to us like regulation, not
delegation. If there is a difference between this kind of reg
ulation and, say, that of Food and Drug Administration regu
lation of prescription drug marketing and advertising (which
also involve testing requirements), see Serono Labs., Inc. v.
Shalala, 158 F. 3d 1313, 1316 (CADC 1998), that difference
is one of degree, not kind.
As we have pointed out, however, differences in the degree
of regulatory detail or supervision cannot by themselves
transform Philip Morris’ regulatory compliance into the
kind of assistance that might bring the FTC within the scope
of the statutory phrase “acting under” a federal “officer.”
Supra, at 152. And, though we find considerable regulatory
detail and supervision, we can find nothing that warrants
treating the FTC/Philip Morris relationship as distinct from
the usual regulator/regulated relationship. This relation
ship, as we have explained, cannot be construed as bringing
Philip Morris within the terms of the statute.
For these reasons, the judgment of the Eighth Circuit is
reversed, and the case is remanded for further proceedings
consistent with this opinion.
It is so ordered.