531 U.S. 316121 S.Ct. 941148 L.Ed.2d 830
NOTICE:  This opinion is subject to formal revision before publication in the  preliminary print of the United States Reports. Readers are requested to notify  the Reporter of Decisions, Supreme Court of the United States, Washington, D. C.  20543, of any typographical or other formal errors, in order that corrections  may be made before the preliminary print goes to press.DIRECTOR OF REVENUE OF MISSOURI, PETITIONERv.CoBANK ACB, as successor to the NATIONAL BANK FOR COOPERATIVES
No. 99-1792.
SUPREME COURT OF THE UNITED STATES
Argued November 28, 2000
Decided February 20, 2001

Syllabus
The Farm Credit Act of 1933 created various lending institutions within the Farm  Credit System-including banks for cooperatives-and addressed their taxation.  Each of these institutions is designated as a federally chartered  instrumentality of the United States. E.g., 12 U.S.C.  2121. Respondent CoBank  ACB is the successor to all rights and obligations of a bank for cooperatives.  In 1996, CoBank filed amended returns on behalf of that bank, requesting an  exemption from all Missouri corporate income taxes and refunds on the taxes it  paid for 1991 through 1994. CoBank asserted that the Supremacy Clause accords  federal instrumentalities immunity from state taxation unless Congress has  expressly waived this immunity, and that, because the Act's current version does  not expressly do so, banks for cooperatives are exempt from Missouri's corporate  income tax. The State denied the request, but the State Supreme Court reversed,  stating that because the Act's current version is silent as to such banks' tax  immunity, Congress cannot be said to have expressly consented to state income  taxation  and, thus, the banks are exempt.
Held: Banks for cooperatives are subject to state income taxation. Pp. 5-9.
(a) Congress has provided that banks for cooperatives are subject to state  taxation. The 1933 Act subjected such banks to state taxation except when the  Unites States held stock in the banks. As soon as governmental investment in the  banks was repaid (as it was by 1968), the banks had to pay state income taxes  because the exemption from such taxation no longer applied. Congress did not  change that rule when it amended the Act in 1971. Nor did various 1985  amendments-which discontinued the Government's authority to own stock in banks  for cooperatives and deleted the two sentences within 12 U.S.C.  2134 that  exempted such a bank from state taxation when the Government held stock in the  bank-expressly change the taxation of banks for cooperatives. And, it would be  surprising, indeed, if Congress had eliminated the States' ability to collect  revenue from the banks sub silentio. The more logical interpretation, and one  that accords with the Act's more than 50-year history, is that Congress merely  deleted language in 2134 that had become superfluous once the United States no  longer owned, and no longer could own, stock in banks for cooperatives. Pp. 5-8.
(b) The Act's structure confirms that banks for cooperatives are subject to  state taxation. With respect to each lending institution in the Farm Credit  System, the Act contains a taxation provision that specifically delineates that  entity's tax immunity. Banks for cooperatives have been granted only limited tax  exemptions. Had Congress intended to confer upon them the more comprehensive  exemption it provided for other types of institutions, it would have done so  expressly. Pp. 8-9.
10 S. W. 3d 142, reversed and remanded.
CERTIORARI TO THE SUPREME COURT OF MISSOURI
Thomas, J., delivered the opinion for a unanimous Court.
Justice Thomas delivered the opinion of the Court.

Opinion of the Court

1
In this case we are asked to decide whether the National Bank for  Cooperatives, which Congress has designated as a federally chartered  instrumentality of the United States, is exempt from state income taxation. We  hold that it is not.


2
* In the Farm Credit Act of 1933, 48 Stat. 257, as amended, 12 U.S.C.  2001  et seq., Congress created various lending institutions within the Farm Credit  System to meet the specific credit needs of farmers. Among these institutions  were banks for cooperatives, one in each of 12 farm credit districts, and a  Central Bank for Cooperatives. These banks were designed to make loans to cooperative associations engaged in marketing farm products, purchasing farm  supplies, or furnishing farm services.


3
Today, the Farm Credit System includes banks for cooperatives, production  credit associations, farm credit banks, and federal land bank associations.  2002(a). By statute, each of these institutions is designated as a "federally  chartered instrumentalit[y] of the United States." 2121 (banks for cooperatives  and Central Bank for Cooperatives); 2141 (National Bank for Cooperatives);  2071(a) and (b)(7) (production credit associations); 2011(a) (farm credit  banks); 2091(a) and (b)(4) (federal land bank associations). The Farm Credit  Act also addresses the taxation of these institutions. The provision applicable  to a bank for cooperatives, the institution at issue in this case, states:


4
"Each bank for cooperatives and its obligations are instrumentalities of the  United States and as such any and all notes, debentures, and other obligations  issued by such bank shall be exempt, both as to principal and interest from all  taxation (except surtaxes, estate, inheritance, and gift taxes) now or hereafter  imposed by the United States or any State, territorial, or local taxing  authority, except that interest on such obligations shall be subject to Federal  income taxation in the hands of the holder." 2134.


5
Respondent CoBank ACB is the successor to all rights and obligations of the  National Bank for Cooperatives, which had been formed in 1989 through the  consolidation of 10 district banks for cooperatives and the Central Bank for  Cooperatives.1 The National Bank for Cooperatives filed Missouri corporate  income tax returns for the years 1991 through 1994 and paid the taxes shown on  those returns. In March 1996, CoBank filed amended returns on behalf of the  National Bank for Cooperatives, requesting an exemption from all state income  taxes and refunds on the taxes paid-erroneously, it alleged-for 1991 through  1994. Relying on the doctrine of implied tax immunity that originated in  McCulloch v. Maryland, 4 Wheat. 316 (1819), CoBank asserted that the Supremacy  Clause of the Constitution accords federal instrumentalities immunity from state  taxation unless Congress has expressly waived this immunity. CoBank argued that,  because the current version of the Farm Credit Act does not expressly waive this  immunity, banks for cooperatives are exempt from Missouri's corporate income  tax. The Director of Revenue of Missouri denied the request.


6
On appeal, the Administrative Hearing Commission upheld the Director of  Revenue's assessment of corporate income tax, because the National Bank for  Cooperatives had not established that it was a federal instrumentality  statutorily exempt from state taxation of its income. The commission determined  that Congress did not provide expressly that banks for cooperatives, in contrast  to farm credit banks and federal land bank associations, would have immunity  from state income taxation. The commission reasoned that had Congress intended  to confer upon banks for cooperatives the same immunity that was provided to  farm credit banks and federal land bank associations, it would have done so  expressly. For jurisdictional reasons, the commission did not decide CoBank's  constitutional claim.


7
The Missouri Supreme Court reversed the commission's decision and held that  banks for cooperatives are exempt from state income taxation.2 Production Credit  Assn. of Southeastern Mo. v. Director of Revenue, 10 S. W. 3d 142, 143 (2000).  The Missouri Supreme Court held that the Supremacy Clause of the Constitution  provides federal instrumentalities immunity from state taxation unless Congress  has expressly waived this immunity. According to the Missouri Supreme Court,  because the current version of the Farm Credit Act is silent as to such  institutions' immunity from state taxation, Congress cannot be said to have  expressly consented to state income taxation and, thus, the institutions are  exempt from state income taxes. The Missouri Supreme Court noted that other  courts that had addressed the issue of state taxation of member institutions of  the Farm Credit System also had concluded that the States could not tax such  institutions. Id., at 143-144 (citing Farm Credit Servs. of Central Ark., PCA v.  Arkansas, 76 F.3d 961, 964 (CA8 1996), rev'd on other grounds, 520 U.S. 821  (1997); State v. Farm Credit Servs. of Central Ark., 338 Ark. 322, 327, 994 S.  W. 2d 453, 456 (1999), cert. denied, 529 U.S. 1036 (2000); Northwest La.  Production Credit Assn. v. State, 98-1995 (La. App. 11/5/99), 746 So. 2d 280).


8
The New Mexico Court of Appeals and the Indiana Supreme Court have reached  the opposite conclusion with respect to state taxation of production credit  associations. See Production Credit Assn. of Eastern N. M. v. Taxation and  Revenue Dept., 2000 NMCA-021 26, 999 P.2d 1031, 1038, cert. denied, 997 P.2d  820 (N. M. 2000); Indiana Dept. of State Revenue v. Farm Credit Servs. of  Mid-America, ACA, 734 N. E. 2d 551, 560 (Ind. 2000). Since the statutory history  and provisions regarding the taxation of production credit associations and  banks for cooperatives are virtually identical, compare 12 U.S.C.  2077 with  2134; compare Farm Credit Act of 1971, 2.17, 85 Stat. 602, with 3.13, 85  Stat. 608; compare Farm Credit Amendments Act of 1985, 205(d)(16), 99 Stat.  1705, with 205(e)(10), 99 Stat. 1705,3 we granted certiorari to resolve this  conflict. 530 U.S. 1260 (2000).

II

9
Congress has expressly designated banks for cooperatives as  "instrumentalities of the United States." 12 U.S.C.  2121. We have held, in  addressing state taxation of contractors conducting business with the United  States, that an instrumentality is entitled to implied tax immunity only when it  is "so closely connected to the Government that the two cannot realistically be  viewed as separate entities." United States v. New Mexico, 455 U.S. 720, 735  (1982). Relying on New Mexico, the Director of Revenue argues that banks for  cooperatives are not "so closely connected" to the United States as to be  indistinguishable from the United States, and that banks for cooperatives thus  are not entitled to immunity from state taxation. CoBank disagrees with this  characterization and asks us to conclude that banks for cooperatives are indeed  virtual arms of the United States, worthy of implied tax immunity under  McCulloch.


10
We need not, however, reach this implied immunity question. Implied immunity  becomes an issue only when Congress has failed to indicate whether an  instrumentality is subject to state taxation. In this case, Congress has  provided that banks for cooperatives are subject to state taxation. To be sure,  Congress did not include an express statement in the current version of 2134.  However, nothing in the statute indicates a repeal of the previous express  approval of state taxation, and the structure of the Farm Credit Act indicates  by negative implication that banks for cooperatives are not entitled to  immunity.


11
* Upon their creation in 1933, banks for cooperatives were subject to state  income taxation except during periods when the United States held stock in the  banks. Farm Credit Act of 1933, 63, 48 Stat. 267 ("Such banks, ... and their  income, shall be exempt from all taxation now or hereafter imposed by the United  States or by any State, Territorial, or local taxing authority ... . The exemption  provided herein shall not apply ... with respect to ... any ... Bank for Cooperatives,  or its property or income after the stock held in it by the United States has  been retired"). Under this statute, as soon as governmental investment in a bank  for cooperatives was repaid (as it was for all such banks by 1968), the bank had  to pay state income taxes because the exemption from such taxation no longer  applied.


12
When Congress amended the Farm Credit Act in 1971, it did not change the  rule that banks for cooperatives are subject to state taxation unless the United  States holds stock in the banks. Farm Credit Act of 1971, 3.13, 85 Stat. 608.  Although all banks for cooperatives were at the time privately owned, Congress  provided that the Governor of the Farm Credit Administration had the authority  on behalf of the United States to purchase stock in banks for cooperatives "as a  temporary investment in the stock of the institution to help one or several of  the banks ... to meet emergency credit needs of borrowers." 4.0, 85 Stat. 609.  The 1971 version of 2134 therefore provided, in relevant part:


13
"Such banks ... and their income shall be exempt from all taxation now or  hereafter imposed by the United States or by any State, territorial, or local  taxing authority ... . The exemption provided in the preceding sentence shall  apply only for any year or part thereof in which stock in the bank for  cooperatives is held by the Governor of the Farm Credit Administration."


14
3.13,  85 Stat. 608-609.


15
In 1985, Congress enacted various amendments to the Act. Among other things,  these amendments eliminated the position of Governor of the Farm Credit  Administration, discontinued the Farm Credit Administration's authority to own  stock in banks for cooperatives, and included numerous "Technical and Conforming  Amendments." Farm Credit Amendments Act of 1985, 201, 99 Stat. 1688; 101, 99  Stat. 1678; 205, 99 Stat. 1703-1707. One of these technical and conforming  amendments was the deletion of the two sentences within 2134 that, first,  exempted a bank for cooperatives from state taxation and, second, limited that  exemption to periods when the Governor held stock in the bank. 205(e)(10), 99  Stat. 1705, as amended, 12 U.S.C.  2134.


16
CoBank argues that the deletion of these two sentences altered the States'  ability to tax the income of banks for cooperatives. According to CoBank,  because the deletion eliminated the express statutory authorization for such  taxation, Congress intended banks for cooperatives to be immune from state  taxation under McCulloch's implied immunity doctrine. We do not share CoBank's  interpretation as to the effect of this amendment, because there is no  indication that Congress intended to change the taxation of banks for  cooperatives with the 1985 amendments. Since 1933, the States could collect  revenue from banks for cooperatives. Nothing in the 1985 amendments expressly  changes this. And, it would be surprising, indeed, if Congress had eliminated  this important fact sub silentio.


17
CoBank's interpretation would mean that Congress made a radical-but entirely  implicit-change in the taxation of banks for cooperatives with the 1985  amendment to 2134. The amendment to 2134 was merely one of numerous "technical  and conforming amendments" to the Farm Credit Act. Farm Credit Amendments Act of  1985, 205, 99 Stat. 1703-1707 (section entitled "Technical and Conforming  Amendments"). In fact, the deletion of the sentence within 2134 referring to  the Governor was one of more than 30 deletions of references to the Governor, a  position eliminated by the 1985 amendments to the Act. Ibid. The more logical  interpretation of this amendment to 2134 is that Congress merely deleted  language that had become superfluous once the United States no longer owned, and  no longer could own, stock in banks for cooperatives. This explanation accords  with the more than 50-year history of the Farm Credit Act, permitting the States  to tax banks for cooperatives except when there was governmental investment in  the banks. Had Congress simply deleted the final sentence of 2134 that limited  the exemption while retaining the sentence granting the exemption, we would have  no trouble concluding that Congress had eliminated the States' ability to tax  banks for cooperatives. Short of this act, however, we find Congress' silence  insufficient to disrupt the 50-year history of state taxation of banks for  cooperatives.

B

18
In addition, the structure of the Farm Credit Act confirms that banks for  cooperatives are subject to state taxation. With respect to each lending  institution in the Farm Credit System, the Act contains a taxation provision  that specifically delineates the immunity from taxation enjoyed by that entity.  For example, farm credit banks and federal land bank associations receive the  type of immunity from state taxation that the Missouri Supreme Court held to be  implied here for banks for cooperatives. See 12 U.S.C.  2023 ("The Farm Credit  Banks and the capital, reserves, and surplus thereof, and the income derived  therefrom, shall be exempt from Federal, State, municipal, and local taxation  ..."); 2098 ("Each Federal land bank association and the capital, reserves, and  surplus thereof, and the income derived therefrom, shall be exempt from Federal,  State, municipal, and local taxation ...").


19
By contrast, since their creation in 1933, banks for cooperatives have been  granted only limited exemptions from taxation. Had Congress intended to confer  upon banks for cooperatives the more comprehensive exemption from taxation that  it had provided to farm credit banks and federal land bank associations, it  would have done so expressly as it had done elsewhere in the Farm Credit Act.  Thus, in light of the structure of the Farm Credit Act-and the explicit grant of  immunity to other institutions within the Farm Credit System-Congress' silence  with respect to banks for cooperatives indicates that banks for cooperatives are  subject to state taxation.


20
***


21
The judgment of the Missouri Supreme Court is reversed, and the case is  remanded for further proceedings not inconsistent with this opinion. It is so ordered.



NOTES:


1
  CoBank is an "agricultural credit bank," which the Farm Credit  Administration recognizes as having the combined authority of a bank for  cooperatives and a farm credit bank. See 12 CFR 618.8005(c), 619.9020 (2000).


2
  In this consolidated appeal, the Missouri Supreme Court also addressed the  taxation of production credit associations and held that such institutions are  exempt from state taxation.


3
  See also Farm Credit Act of 1933, 63, 48 Stat. 267.


