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Syllabus

Held:

1. The unitary business principle remains an appropriate device for ascertaining whether a State has transgressed constitutional limitations in taxing a nondomiciliary corporation. Pp. 777–788.

(a) The principle that a State may not tax value earned outside its borders rests on both Due Process and Commerce Clause requirements. The unitary business rule is a recognition of the States' wide authority to devise formulae for an accurate assessment of a corporation's intrastate value or income and the necessary limit on the States' authority to tax value or income that cannot fairly be attributed to the taxpayer's activities within a State. The indicia of a unitary business are functional integration, centralization of management, and economies of scale. F. W. Woolworth Co. v. Taxation and Revenue Dept. of N. M., 458 U. S. 354, 364; Container Corp. of America v. Franchise Tax Bd., 463 U. S. 159, 179. Pp. 777–783.

(b) New Jersey and several amici have not persuaded this Court to depart from the doctrine of stare decisis by overruling the cases that announce and follow the unitary business standard. New Jersey's sweeping theory—that all income of a corporation doing any business in a State is, by virtue of common ownership, part of the corporation's unitary business and apportionable—cannot be reconciled with the concept that the Constitution places limits on a State's power to tax value earned outside its borders, and is far removed from the latitude that is granted to States to fashion formulae for apportionment. This Court's precedents are workable in practice. Any divergent results in applying the unitary business principle exist because the variations in the unitary theme are logically consistent with the underlying principles motivating the approach and because the constitutional test is quite fact sensitive. In contrast, New Jersey's proposal would disrupt settled expectations in an area of the law in which the demands of the national economy require stability. Pp. 783-786.

(c) The argument by other amici that the constitutional test for determining apportionment should turn on whether the income arises from transactions and activity in the regular course of the taxpayer's trade or business, with such income including income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer's regular trade or business operations, does not benefit the State here. While the payor and payee need not be engaged in the same unitary business, the capital transaction must serve an operational rather than an investment function. Container Corp., supra, at 180, n. 19. The existence of a unitary relation between the payor and the payee is but one justification for apportionment. Pp. 786–788.

Syllabus

2. The stipulated factual record in this case makes clear that, under this Court's precedents, New Jersey was not permitted to include the gain realized on the sale of Bendix's ASARCO stock in its apportionable tax base. There is no serious contention that any of the three Woolworth factors were present. Functional integration and economies of scale could not exist because, as the parties stipulated, the companies were unrelated business enterprises. Moreover, there was no centralization of management, since Bendix did not own enough ASARCO stock to have the potential to operate ASARCO as an integrated division of a single unitary business and since even potential control is insufficient. Woolworth, supra, at 362. Contrary to the State Supreme Court's view, the fact that an intangible asset was acquired pursuant to a long-term corporate strategy of acquisitions and investment does not turn an otherwise passive investment into an integral operational one. See Container Corp., 463 U. S., at 180, n. 19. The fact that a transaction was undertaken for a business purpose does not change its character. Little is revealed about whether ASARCO was run as part of Bendix's unitary business by the fact that Bendix may have intended to use the proceeds of its gain to acquire another company. Nor can it be maintained that Bendix's shares amounted to a short-term investment of working capital analogous to a bank account or a certificate of deposit.

See ibid. Pp. 788–790. 125 N. J. 20, 592 A. 2d 536, reversed and remanded.

KENNEDY, J., delivered the opinion of the Court, in which WHITE, STEVENS, SCALIA, and SOUTER, JJ., joined. O'CONNOR, J., filed a dissenting opinion, in which REHNQUIST, C. J., and BLACKMUN and THOMAS, JJ., joined, post, p. 790.

Walter Hellerstein reargued the cause for petitioner. With him on the briefs were Prentiss Willson, Jr., Harry R. Jacobs, Robyn H. Pekala, Andrew L. Frey, Kenneth S. Geller, Charles Rothfeld, and Bennett Boskey. Andrew L. Frey argued the cause for petitioner on the original argument. With him on the briefs were Messrs. Willson, Hellerstein, and Jacobs, Evan M. Tager, and Mr. Boskey.

Mary R. Hamill, Deputy Attorney General of New Jersey, reargued the cause for respondent. With her on the briefs

Syllabus

were Robert J. Del Tufo, Attorney General, Joseph L. Yannotti, Assistant Attorney General, and Sarah T. Darrow, Deputy Attorney General.*

*Briefs of amici curiae urging reversal were filed for Coca-Cola Co. et al. by Mark L. Evans, James P. Tuite, Alan I. Horowitz, and Anthony F. Shelley; for the Committee on State Taxation by Amy Eisenstadt; for General Motors Corp. et al. by Jerome B. Libin and Kathryn L. Moore; for the Tax Executives Institute, Inc., by Timothy J. McCormally; and for Williams Cos., Inc., by Rose Mary Ham and Henry G. Will.

Briefs of amici curiae urging affirmance were filed for the State of California et al. by Daniel E. Lungren, Attorney General of California, Timothy G. Laddish, Assistant Attorney General, and Benjamin F. Miller, and by the Attorneys General for their respective States as follows: Charles E. Cole of Alaska, Robert A. Butterworth of Florida, Larry EchoHawk of Idaho, Robert T. Stephan of Kansas, Michael E. Carpenter of Maine, Marc Racicot of Montana, John P. Arnold of New Hampshire, Nicholas Spaeth of North Dakota, Ernest D. Preate, Jr., of Pennsylvania, R. Paul Van Dam of Utah, Jeffrey L. Amestoy of Vermont, and James E. Doyle of Wisconsin; for the Commonwealth of Massachusetts et al. by Scott Harshbarger, Attorney General of Massachusetts, and Thomas A. Barnico, Assistant Attorney General, Richard Blumenthal, Attorney General of Connecticut, J. Joseph Curran, Attorney General of Maryland, and Mary Sue Terry, Attorney General of Virginia; for the City of New York by O. Peter Sherwood and Edward F. X. Hart; and for the Multistate Tax Commission by Alan H. Friedman, Paull Mines, and Scott D. Smith.

Briefs of amici curiae were filed for the State of Alabama et al. by Mary Sue Terry, Attorney General of Virginia, H. Lane Kneedler, Chief Deputy Attorney General, Gail Starling Marshall, Deputy Attorney General, Gregory E. Lucyk and N. Pendleton Rogers, Senior Assistant Attorneys General, and Barbara H. Vann and Martha B. Brissette, Assistant Attorneys General, Peter W. Low, Jimmy Evans, Attorney General of Alabama, Grant Woods, Attorney General of Arizona, Winston Bryant, Attorney General of Arkansas, Gale Norton, Attorney General of Colorado, John Payton, Corporation Counsel of the District of Columbia, Robert A. Butterworth, Attorney General of Florida, Michael J. Bowers, Attorney General of Georgia, Elizabeth Barrett-Anderson, Attorney General of Guam, Warren Price III, Attorney General of Hawaii, Linley E. Pearson, Attorney General of Indiana, Chris Gorman, Attorney General of Kentucky, Richard Ieyoub, Attorney General of Louisiana, Frank J. Kelley, Attorney General of Michigan, Mike Moore, Attorney General of Mississippi, Marc Racicot, Attorney General of Montana, Don Stenberg, Attor

Opinion of the Court

JUSTICE KENNEDY delivered the opinion of the Court.

Among the limitations the Constitution sets on the power of a single State to tax the multistate income of a nondomiciliary corporation are these: There must be “a ‘minimal connection between the interstate activities and the taxing State,” Mobil Oil Corp. v. Commissioner of Taxes of Vt., 445 U. S. 425, 436–437 (1980) (quoting Moorman Mfg. Co. v. Bair, 437 U. S. 267, 273 (1978)), and there must be a rational relation between the income attributed to the taxing State and the intrastate value of the corporate business. 445 U. S., at 437. Under our precedents, a State need not attempt to isolate the intrastate income-producing activities from the rest of the business; it may tax an apportioned sum of the corporation's multistate business if the business is unitary. E. g., ASARCO Inc. v. Idaho Tax Comm'n, 458 U. S. 307, 317

ney General of Nebraska, Frankie Sue Del Papa, Attorney General of Nevada, Tom Udall, Attorney General of New Mexico, Robert Abrams, Attorney General of New York, Lacy H. Thornburg, Attorney General of North Carolina, Nicholas J. Spaeth, Attorney General of North Dakota, Lee Fisher, Attorney General of Ohio, Susan B. Loving, Attorney General of Oklahoma, Mark Barnett, Attorney General of South Dakota, Dan Morales, Attorney General of Texas, Paul Van Dam, Attorney General of Utah, Rosalie S. Ballentine, Attorney General of the Virgin Islands, Ken Eikenberry, Attorney General of Washington, Mario J. Palumbo, Attorney General of West Virginia, James E. Doyle, Attorney General of Wisconsin, and Joseph B. Meyer, Attorney General of Wyoming; for the State of Connecticut et al. by J. Joseph Curran, Jr., Attorney General of Maryland, and Gerald Langbaum and Andrew H. Baida, Assistant Attorneys General, Richard Blumenthal, Attorney General of Connecticut, Bonnie J. Campbell, Attorney General of Iowa, Scott Harshbarger, Attorney General of Massachusetts, Hubert H. Humphrey III, Attorney General of Minnesota, Ernest D. Preate, Jr., Attorney General of Pennsylvania, and James E. O'Neil, Attorney General of Rhode Island; for American General Corp. by Roy E. Crawford, Russell D. Uzes, and Karen A. Bain; for American Home Products Corp. et al. by William L. Goldman and Anne G. Batter; for Amway Corp. et al. by Timothy B. Dyk and Edward K. Bilich; for Chevron Corp. by Toni Rembe, Jeffrey M. Vesely, and C. Douglas Floyd; and for the Financial Institutions State Tax Coalition by Philip M. Plant and Haskell Edelstein.

Opinion of the Court

(1982). A State may not tax a nondomiciliary corporation's income, however, if it is "derive[d] from ‘unrelated business activity which constitutes a “discrete business enterprise.'” Exxon Corp. v. Department of Revenue of Wis., 447 U. S. 207, 224 (1980) (quoting Mobil Oil, supra, at 442, 439). This case presents the questions: (1) whether the unitary business principle remains an appropriate device for ascertaining whether a State has transgressed its constitutional limitations; and if so, (2) whether, under the unitary business principle, the State of New Jersey has the constitutional power to include in petitioner's apportionable tax base certain income that, petitioner maintains, was not generated in the course of its unitary business.

I

Petitioner Allied-Signal, Inc., is the successor-in-interest to the Bendix Corporation (Bendix). The present dispute concerns Bendix's corporate business tax liability to the State of New Jersey for the fiscal year ending September 30, 1981. Although three items of income were contested earlier, the controversy in this Court involves only one item: the gain of $211.5 million realized by Bendix on the sale of its 20.6% stock interest in ASARCO Inc. (ASARCO). The case was submitted below on stipulated facts, and we begin with a summary:

During the times in question, Bendix was a Delaware corporation with its commercial domicile and corporate headquarters in Michigan. Bendix conducted business in all 50 States and 22 foreign countries. App. 154. Having started business in 1929 as a manufacturer of aviation and automotive parts, from 1970 through 1981, Bendix was organized in four major operating groups: automotive; aerospace/ electronics; industrial/energy; and forest products. Id., at 154–155. Each operating group was under separate management, but the chief executive of each group reported to the chairman and chief executive officer of Bendix. Id., at

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