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                                   LORILLARD TOBACCO CO. et al.
                                                v.
                        REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, et al.
                                        Nos. 00-596 and 00-597
                                      United States Supreme Court.
                                         Argued April 25, 2001
                                      Decided June 28, 2001 [FN1]

                                           Syllabus [FN*]

      FN* The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions
      for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
 
 

 After the Attorney General of Massachusetts (Attorney General) promulgated comprehensive regulations governing the
 advertising and sale of cigarettes, smokeless tobacco , and cigars, petitioners, a group of tobacco manufacturers and retailers,
 filed this suit asserting, among other things, the Supremacy Clause claim that the cigarette advertising regulations are pre-empted
 by the Federal Cigarette Labeling and Advertising Act (FCLAA), which prescribes mandatory health warnings for cigarette
 packaging and advertising, 15 U. S. C. §1333, and pre-empts similar state regulations, §1334(b); and a claim that the regulations
 violate the First and Fourteenth Amendments to the Federal Constitution. In large measure, the District Court upheld the
 regulations. Among its rulings, the court held that restrictions on the location of advertising were not pre-empted by the FCLAA,
 and that neither the regulations prohibiting outdoor advertising within 1,000 feet of a school or playground nor the sales practices
 regulations restricting the location and distribution of tobacco products violated the First Amendment. The court ruled, however,
 that the point-of-sale advertising regulations requiring that indoor advertising be placed no lower than five feet from the floor were
 invalid because the Attorney General had not provided sufficient justification for that restriction. The First Circuit affirmed the
 District Court's rulings that the cigarette advertising regulations are not pre-empted by the FCLAA and that the outdoor
 advertising regulations and the sales practices regulations do not violate the First Amendment under Central Hudson Gas & Elec.
 Corp. v. Public Serv. Comm'n of N. Y., 447 U. S. 557, but reversed the lower court's invalidation of the point-of-sale advertising
 regulations, concluding that the Attorney General is better suited than courts to determine what restrictions are necessary.
 Held:
 1. The FCLAA pre-empts Massachusetts' regulations governing outdoor and point- of-sale cigarette advertising. Pp. 9-23.
 (a) The FCLAA's pre-emption provision, §1334, prohibits (a) requiring cigarette packages to bear any 'statement relating to
 smoking and health, other than the statement required by' §1333, and (b) any 'requirement or prohibition based on smoking and
 health ... imposed under state law with respect to the advertising or promotion of any cigarettes the packages of which are
 labeled in conformity with' §1333. The Court's analysis begins with the statute's language. Hughes Aircraft Co. v. Jacobson, 525
 U. S. 432, 438. The statute's interpretation is aided by considering the predecessor pre-emption provision and the context in which
 the current language was adopted. See, e.g., Medtronic, Inc. v. Lohr, 518 U. S. 470, 486. The original provision simply prohibited
 any 'statement relating to smoking and health ... in the advertising of any cigarettes the packages of which are labeled in
 conformity with the [Act's] provisions.' Without question, the current pre-emption provision's plain language is much broader.
 Cipollone v. Liggett Group, Inc.,505 U. S. 504, 520. Rather than preventing only 'statements,' the amended provision reaches all
 'requirement[s] or prohibition[s] ... imposed under State law.' And, although the former statute reached only statements 'in the
 advertising,' the current provision governs 'with respect to the advertising or promotion' of cigarettes. At the same time that
 Congress expanded the pre-emption provision with respect to the States, it enacted a provision prohibiting cigarette advertising in
 electronic media altogether. Pp. 10-15.
 (b) Congress pre-empted state cigarette advertising regulations like the Attorney General's because they would upset federal
 legislative choices to require specific warnings and to impose the ban on cigarette advertising in electronic media in order to
 address concerns about smoking and health. In holding that the FCLAA does not nullify the Massachusetts regulations, the First
 Circuit concentrated on whether they are 'with respect to' advertising and promotion, concluding that the FCLAA only pre-empts
 regulations of the content of cigarette advertising. The court also reasoned that the regulations are a form of zoning, a traditional
 area of state power, and, therefore, a presumption against pre-emption applied, see California Div. of Labor Standards
 Enforcement v. Dillingham Constr., N. A., Inc., 519 U. S. 316, 325. This Court rejects the notion that the regulations are not 'with
 respect to' cigarette advertising and promotion. There is no question about an indirect relationship between the Massachusetts
 regulations and cigarette advertising: The regulations expressly target such advertising. Id., at 324-325. The Attorney General's
 argument that the regulations are not 'based on smoking and health' since they do not involve health-related content, but instead
 target youth exposure to cigarette advertising, is unpersuasive because, at bottom, the youth exposure concern is intertwined with
 the smoking and health concern. Also unavailing is the Attorney General's claim that the regulations are not pre-empted because
 they govern the location, not the content, of cigarette advertising. The content/location distinction cannot be squared with the pre-
 emption provision's language, which reaches all 'requirements' and 'prohibitions' 'imposed under State law.' A distinction between
 advertising content and location in the FCLAA also cannot be reconciled with Congress' own location-based restriction, which
 bans advertising in electronic media, but not elsewhere. The Attorney General's assertion that a complete state ban on cigarette
 advertising would not be pre-empted because Congress did not intend to preclude local control of zoning finds no support in the
 FCLAA, whose comprehensive warnings, advertising restrictions, and pre-emption provision would make little sense if a State or
 locality could simply target and ban all cigarette advertising. Pp. 15-21.
 (c) The FCLAA's pre-emption provision does not restrict States' and localities' ability to enact generally applicable zoning
 restrictions on the location and size of advertisements that apply to cigarettes on equal terms with other products, see, e.g.,
 Metromedia, Inc. v. San Diego, 453 U. S. 490, 507-508, or to regulate conduct as it relates to the sale or use of cigarettes, as by
 prohibiting cigarette sales to minors, see 42 U. S. C. §§300x-26(a)(1), 300x-21, as well as common inchoate offenses that attach
 to criminal conduct, such as solicitation, conspiracy, and attempt, cf. Central Hudson, supra, at 563-564. Pp. 21-22.
 (d) Because the issue was not decided below, the Court declines to reach the smokeless tobacco petitioners' argument that, if the
 outdoor and point-of-sale advertising regulations for cigarettes are pre-empted, then the same regulations for smokeless tobacco
 must be invalidated because they cannot be severed from the cigarette provisions. Pp. 22-23.
 2. Massachusetts' outdoor and point-of-sale advertising regulations relating to smokeless tobacco and cigars violate the First
 Amendment, but the sales practices regulations relating to all three tobacco products are constitutional. Pp. 23-41.
 (a) Under Central Hudson's four-part test for analyzing regulations of commercial speech, the Court must determine (1) whether
 the expression is protected by the First Amendment, (2) whether the asserted governmental interest is substantial, (3) whether the
 regulation directly advances the governmental interest asserted, and (4) whether it is not more extensive than is necessary to
 serve that interest. 447 U. S., at 566. Only the last two steps are at issue here. The Attorney General has assumed for summary
 judgment purposes that the First Amendment protects the speech of petitioners, none of whom contests the importance of the
 State's interest in preventing the use of tobacco by minors. The third step of Central Hudson requires that the government
 demonstrate that the harms it recites are real and that its restriction will in fact alleviate them to a material degree. Edenfield v.
 Fane, 507 U. S. 761, 770-771. The fourth step of Central Hudson requires a reasonable fit between the legislature's ends and the
 means chosen to accomplish those ends, a means narrowly tailored to achieve the desired objective. E.g., Florida Bar v. Went For
 It, Inc., 515 U. S. 618, 632. Pp. 23-26.
 (b) The outdoor advertising regulations prohibiting smokeless tobacco or cigar advertising within 1,000 feet of a school or
 playground violate the First Amendment. Pp. 26-38.
 (1) Those regulations satisfy Central Hudson's third step by directly advancing the governmental interest asserted to justify them.
 The Court's detailed review of the record reveals that the Attorney General has provided ample documentation of the problem
 with underage use of smokeless tobacco and cigars. In addition, the Court disagrees with petitioners' claim that there is no
 evidence that preventing targeted advertising campaigns and limiting youth exposure to advertising will decrease underage use of
 those products. On the record below and in the posture of summary judgment, it cannot be concluded that the Attorney General's
 decision to regulate smokeless tobacco and cigar advertising in an effort to combat the use of tobacco products by minors was
 based on mere 'speculation and conjecture.' Edenfield, supra, at 770. Pp. 26- 31.
 (2) Whatever the strength of the Attorney General's evidence to justify the outdoor advertising regulations, however, the
 regulations do not satisfy Central Hudson's fourth step. Their broad sweep indicates that the Attorney General did not 'carefully
 calculat[e] the costs and benefits associated with the burden on speech imposed.' Cincinnati v. Discovery Network, Inc., 507 U.
 S. 410, 417. The record indicates that the regulations prohibit advertising in a substantial portion of Massachusetts' major
 metropolitan areas; in some areas, they would constitute nearly a complete ban on the communication of truthful information. This
 substantial geographical reach is compounded by other factors. 'Outdoor' advertising includes not only advertising located outside
 an establishment, but also advertising inside a store if visible from outside. Moreover, the regulations restrict advertisements of
 any size, and the term advertisement also includes oral statements. The uniformly broad sweep of the geographical limitation and
 the range of communications restricted demonstrate a lack of tailoring. The governmental interest in preventing underage
 tobacco use is substantial, and even compelling, but it is no less true that the sale and use of tobacco products by adults is a legal
 activity. A speech regulation cannot unduly impinge on the speaker's ability to propose a commercial transaction and the adult
 listener's opportunity to obtain information about products. The Attorney General has failed to show that the regulations at issue
 are not more extensive than necessary. Pp. 31-36.
 (c) The regulations prohibiting indoor, point-of-sale advertising of smokeless tobacco and cigars lower than 5 feet from the floor
 of a retail establishment located within 1,000 feet of a school or playground fail both the third and fourth steps of the Central
 Hudson analysis. The 5-foot rule does not seem to advance the goals of preventing minors from using tobacco products and
 curbing demand for that activity by limiting youth exposure to advertising. Not all children are less than 5 feet tall, and those who
 are can look up and take in their surroundings. Nor can the blanket height restriction be construed as a mere regulation of
 communicative action under United States v. O'Brien, 391 U. S. 367, since it is not unrelated to expression, see, e.g., Texas v.
 Johnson, 491 U. S. 397, 403, but attempts to regulate directly the communicative impact of indoor advertising. Moreover, the
 restriction does not constitute a reasonable fit with the goal of targeting tobacco advertising that entices children. Although the
 First Circuit decided that the restriction's burden on speech is very limited, there is no de minimis exception for a speech
 restriction that lacks sufficient tailoring or justification. Pp. 36-38.
 (d) Assuming that petitioners have a cognizable speech interest in a particular means of displaying their products, cf. Cincinnati v.
 Discovery Network, Inc., 507 U. S. 410, the regulations requiring retailers to place tobacco products behind counters and
 requiring customers to have contact with a salesperson before they are able to handle such a product withstand First Amendment
 scrutiny. The State has demonstrated a substantial interest in preventing access to tobacco products by minors and has adopted
 an appropriately narrow means of advancing that interest. See e.g., O'Brien, supra, at 382. Because unattended displays of such
 products present an opportunity for access without the proper age verification required by law, the State prohibits self-service and
 other displays that would allow an individual to obtain tobacco without direct contact with a salesperson. It is clear that the
 regulations leave open ample communication channels. They do not significantly impede adult access to tobacco products, and
 retailers have other means of exercising any cognizable speech interest in the presentation of their products. The Court presumes
 that vendors may place empty tobacco packaging on open display, and display actual tobacco products so long as that display is
 only accessible to sales personnel. As for cigars, there is no indication that a customer is unable to examine a cigar prior to
 purchase, so long as that examination takes place through a salesperson. Pp. 38-40.
 (e) The Court declines to address the cigar petitioners' First Amendment challenge to a regulation prohibiting sampling or
 promotional giveaways of cigars and little cigars. That claim was not sufficiently briefed and argued before this Court. Pp. 40-41.
 218 F. 3d 30, affirmed in part, reversed in part, and remanded.
 O'CONNOR, J., delivered the opinion of the Court, Parts I, II-C, and II-D of which were unanimous; Parts III-A, III-C, and
 III-D of which were joined by REHNQUIST, C. J., and SCALIA, KENNEDY, SOUTER, and THOMAS, JJ.; Part III-B-1 of
 which was joined by REHNQUIST, C. J., and STEVENS, SOUTER, GINSBURG, and BREYER, JJ.; and Parts II-A, II-B,
 III-B-2, and IV of which were joined by REHNQUIST, C. J., and SCALIA, KENNEDY, and THOMAS, JJ. KENNEDY, J.,
 filed an opinion concurring in part and concurring in the judgment, in which SCALIA, J., joined. THOMAS, J., filed an opinion
 concurring in part and concurring in the judgment. SOUTER, J., filed an opinion concurring in part and dissenting in part.
 STEVENS, J., filed an opinion concurring in part, concurring in the judgment in part, and dissenting in part, in which GINSBURG
 and BREYER, JJ., joined, and in Part I of which SOUTER, J., joined.

      FN1. Together with No. 00-597, Altadis U. S. A. Inc., as Successor to Consolidated Cigar Corp. and Havatampa,
      Inc., et al. v. Reilly, Attorney General of Massachusetts, et al., also on certiorari to the same court.
 
 

 ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FIRST CIRCUIT
 

 JUSTICE O'CONNOR delivered the opinion of the Court.
 LORILLARD TOBACCO COMPANY, ET AL., PETITIONERS
 00-596 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 ALTADIS U. S. A. INC., ETC., ET AL., PETITIONERS
 00-597 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 In January 1999, the Attorney General of Massachusetts promulgated comprehensive regulations governing the advertising and
 sale of cigarettes, smokeless tobacco , and cigars. 940 Code of Mass. Regs. §§21.01-21.07, 22.01- 22.09 (2000). Petitioners, a
 group of cigarette, smokeless tobacco , and cigar manufacturers and retailers, filed suit in Federal District Court claiming that the
 regulations violate federal law and the United States Constitution. In large measure, the District Court determined that the
 regulations are valid and enforceable. The United States Court of Appeals for the First Circuit affirmed in part and reversed in
 part, concluding that the regulations are not pre- empted by federal law and do not violate the First Amendment. The first question
 presented for our review is whether certain cigarette advertising regulations are pre-empted by the Federal Cigarette Labeling
 and Advertising Act (FCLAA), 79 Stat. 282, as amended, 15 U. S. C. §1331 et seq. The second question presented is whether
 certain regulations governing the advertising and sale of tobacco products violate the First Amendment.
                                                 I
 In November 1998, Massachusetts, along with over 40 other States, reached a landmark agreement with major manufacturers in
 the cigarette industry. The signatory States settled their claims against these companies in exchange for monetary payments and
 permanent injunctive relief. See App. 253-258 (Outline of Terms for Massachusetts in National Tobacco Settlement); Master
 Settlement Agreement (Nov. 23, 1998), http://www.naag.org. At the press conference covering Massachusetts' decision to sign
 the agreement, then-Attorney General Scott Harshbarger announced that as one of his last acts in office, he would create
 consumer protection regulations to restrict advertising and sales practices for tobacco products. He explained that the regulations
 were necessary in order to 'close holes' in the settlement agreement and 'to stop Big Tobacco from recruiting new customers
 among the children of Massachusetts.' App. 251.
 In January 1999, pursuant to his authority to prevent unfair or deceptive practices in trade, Mass. Gen. Laws, ch. 93A, §2 (1997),
 the Massachusetts Attorney General (Attorney General) promulgated regulations governing the sale and advertisement of
 cigarettes, smokeless tobacco , and cigars. The purpose of the cigarette and smokeless tobacco regulations is 'to eliminate
 deception and unfairness in the way cigarettes and smokeless tobacco products are marketed, sold and distributed in
 Massachusetts in order to address the incidence of cigarette smoking and smokeless tobacco use by children under legal age ....
 [and] in order to prevent access to such products by underage consumers.' 940 Code of Mass. Regs. §21.01 (2000). The similar
 purpose of the cigar regulations is 'to eliminate deception and unfairness in the way cigars and little cigars are packaged,
 marketed, sold and distributed in Massachusetts [so that] ... consumers may be adequately informed about the health risks
 associated with cigar smoking, its addictive properties, and the false perception that cigars are a safe alternative to cigarettes ...
 [and so that] the incidence of cigar use by children under legal age is addressed ... in order to prevent access to such products by
 underage consumers.' Ibid. The regulations have a broader scope than the master settlement agreement, reaching advertising,
 sales practices, and members of the tobacco industry not covered by the agreement. The regulations place a variety of
 restrictions on outdoor advertising, point-of-sale advertising, retail sales transactions, transactions by mail, promotions, sampling of
 products, and labels for cigars.
 The cigarette and smokeless tobacco regulations being challenged before this Court provide:
 '(2) Retail Outlet Sales Practices. Except as otherwise provided in [§21.04(4)], it shall be an unfair or deceptive act or practice
 for any person who sells or distributes cigarettes or smokeless tobacco products through a retail outlet located within
 Massachusetts to engage in any of the following retail outlet sales practices:
 . . . . .
 '(c) Using self-service displays of cigarettes or smokeless tobacco products;
 '(d) Failing to place cigarettes and smokeless to- bacco products out of the reach of all consumers, and in a location accessible
 only to outlet personnel.' §§21.04(2)(c)-(d).
 '(5) Advertising Restrictions. Except as provided in [§21.04(6)], it shall be an unfair or deceptive act or practice for any
 manufacturer, distributor or retailer to engage in any of the following practices:
 '(a) Outdoor advertising, including advertising in enclosed stadiums and advertising from within a retail establishment that is
 directed toward or visible from the outside of the establishment, in any location that is within a 1,000 foot radius of any public
 playground, playground area in a public park, elementary school or secondary school;
 '(b) Point-of-sale advertising of cigarettes or smokeless tobacco products any portion of which is placed lower than five feet
 from the floor of any retail establishment which is located within a one thousand foot radius of any public playground, playground
 area in a public park, elementary school or secondary school, and which is not an adult-only retail establishment.' §§21.04(5)(a)-
 (b).
 The cigar regulations that are still at issue provide:
 '(1) Retail Sales Practices. Except as otherwise provided in [§22.06(4)], it shall be an unfair or deceptive act or practice for any
 person who sells or distributes cigars or little cigars directly to consumers within Massachusetts to engage in any of the following
 practices:
 '(a) sampling of cigars or little cigars or promotional give-aways of cigars or little cigars.' §21.06(1)(a).
 '(2) Retail Outlet Sales Practices. Except as otherwise provided in [§22.06(4)], it shall be an unfair or deceptive act or practice
 for any person who sells or distributes cigars or little cigars through a retail outlet located within Massachusetts to engage in any
 of the following retail outlet sales practices:
 . . . . .
 '(c) Using self-service displays of cigars or little cigars;
 '(d) Failing to place cigars and little cigars out of the reach of all consumers, and in a location accessible only to outlet personnel.'
 §§22.06(2)(c)-(d).
 '(5) Advertising Restrictions. Except as provided in [§22.06(6)], it shall be an unfair or deceptive act or practice for any
 manufacturer, distributor or retailer to engage in any of the following practices:
 '(a) Outdoor advertising of cigars or little cigars, including advertising in enclosed stadiums and advertising from within a retail
 establishment that is directed toward or visible from the outside of the establishment, in any location within a 1,000 foot radius of
 any public playground, playground area in a public park, elementary school or secondary school;
 '(b) Point-of-sale advertising of cigars or little cigars any portion of which is placed lower than five feet from the floor of any
 retail establishment which is located within a one thousand foot radius of any public playground, playground area in a public park,
 elementary school or secondary school, and which is not an adult-only retail establishment.' §§22.06(5)(a)- (b).
 The term 'advertisement' is defined as:
 'any oral, written, graphic, or pictorial statement or representation, made by, or on behalf of, any person who manufactures,
 packages, imports for sale, distributes or sells within Massachusetts [tobacco products], the purpose or effect of which is to
 promote the use or sale of the product. Advertisement includes, without limitation, any picture, logo, symbol, motto, selling
 message, graphic display, visual image, recognizable color or pattern of colors, or any other indicia of product identification
 identical or similar to, or identifiable with, those used for any brand of [tobacco product]. This includes, without limitation,
 utilitarian items and permanent or semi-permanent fixtures with such indicia of product identification such as lighting fixtures,
 awnings, display cases, clocks and door mats, but does not include utilitarian items with a volume of 200 cubic inches or less.'
 §§21.03, 22.03.
 Before the effective date of the regulations, February 1, 2000, members of the tobacco industry sued the Attorney General in the
 United States District Court for the District of Massachusetts. Four cigarette manufacturers (Lorillard Tobacco Company,
 Brown & Williamson Tobacco Corporation, R. J. Reynolds Tobacco Company, and Philip Morris Incorporated), a maker of
 smokeless tobacco products (U. S. Smokeless Tobacco Company), and several cigar manufacturers and retailers claimed that
 many of the regulations violate the Commerce Clause, the Supremacy Clause, the First and Fourteenth Amendments, and Rev.
 Stat. §1979, 42 U. S. C. §1983. The parties sought summary judgment. 76 F. Supp. 2d 124, 127 (1999); 84 F. Supp. 2d 180, 183
 (2000).
 In its first ruling, the District Court considered the Supremacy Clause claim that the FCLAA, 15 U. S. C. §1331 et seq.,
 pre-empts the cigarette advertising regulations. 76 F. Supp. 2d, at 128-134. The FCLAA prescribes the health warnings that must
 appear on packaging and in advertisements for cigarettes. The FCLAA contains a pre-emption provision that prohibits a State
 from imposing any 'requirement or prohibition based on smoking and health ... with respect to the advertising or promotion of ...
 cigarettes.' §1334(b). The FCLAA's pre- emption provision does not cover smokeless tobacco or cigars.
 The District Court explained that the central question for purposes of pre- emption is whether the regulations create a predicate
 legal duty based on smoking and health. The court reasoned that to read the pre-emption provision to proscribe any state
 advertising regulation enacted due to health concerns about smoking would expand Congress' purpose beyond a reasonable scope
 and leave States powerless to regulate in the area. The court concluded that restrictions on the location of advertising are not
 based on smoking and health and thus are not pre-empted by the FCLAA. The District Court also concluded that a provision that
 permitted retailers to display a black and white 'tombstone' sign reading 'Tobacco Products Sold Here,' 940 Code of Mass. Regs.
 §21.04(6) (2000), was pre-empted by the FCLAA.
 In a separate ruling, the District Court considered the claim that the Attorney General's regulations violate the First Amendment.
 84 F. Supp. 2d, at 183-196. Rejecting petitioners' argument that strict scrutiny should apply, the court applied the four-part test of
 Central Hudson Gas & Elec. Corp. v. Public Serv. Comm'n of N. Y., 447 U. S. 557 (1980), for commercial speech. The court
 reasoned that the Attorney General had provided an adequate basis for regulating cigars and smokeless tobacco as well as
 cigarettes because of the similarities among the products. The court held that the outdoor advertising regulations, which prohibit
 outdoor advertising within 1,000 feet of a school or playground, do not violate the First Amendment because they advance a
 substantial government interest and are narrowly tailored to suppress no more speech than necessary. The court concluded that
 the sales practices regulations, which restrict the location and distribution of tobacco products, survive scrutiny because they do
 not implicate a significant speech interest. The court invalidated the point-of-sale advertising regulations, which require that indoor
 advertising be placed no lower than five feet from the floor, finding that the Attorney General had not provided sufficient
 justification for that restriction. The District Court's ruling with respect to the cigar warning requirements and the Commerce
 Clause is not before this Court.
 The United States Court of Appeals for the First Circuit issued a stay pending appeal, App. 8-9, and affirmed in part and reversed
 in part the District Court's judgment, Consolidated Cigar Corp. v. Reilly, 218 F. 3d 30 (2000). With respect to the Supremacy
 Clause, the Court of Appeals affirmed the District Court's ruling that the Attorney General's cigarette advertising regulations are
 not pre-empted by the FCLAA. The First Circuit was persuaded by the reasoning of the Second and Seventh Circuits, which had
 concluded that the FCLAA's pre-emption provision is ambiguous, and held that the provision pre-empts regulations of the content,
 but not the location, of cigarette advertising. See Greater New York Metropolitan Food Council, Inc. v. Giuliani, 195 F. 3d 100,
 104-110 (CA2 1999); Federation of Advertising Industry Representatives, Inc. v. Chicago, 189 F. 3d 633, 636-640 (CA7 1999).
 With respect to the First Amendment, the Court of Appeals applied the Central Hudson test. 447 U. S. 557 (1980). The court held
 that the outdoor advertising regulations do not violate the First Amendment. The court concluded that the restriction on outdoor
 advertising within 1,000 feet of a school or playground directly advances the State's substantial interest in preventing tobacco use
 by minors. The court also found that the outdoor advertising regulations restrict no more speech than necessary, reasoning that
 the distance chosen by the Attorney General is the sort of determination better suited for legislative and executive decisionmakers
 than courts. The Court of Appeals reversed the District Court's invalidation of the point-of-sale advertising regulations, again
 concluding that the Attorney General is better suited to determine what restrictions are necessary. The Court of Appeals also held
 that the sales practices regulations are valid under the First Amendment. The court found that the regulations directly advance the
 State's interest in preventing minors' access to tobacco products and that the regulations are narrowly tailored because retailers
 have a variety of other means to present the packaging of their products and to allow customers to examine the products.
 As for the argument that smokeless tobacco and cigars are different from cigarettes, the court expressed some misgivings about
 equating all tobacco products, but ultimately decided that the Attorney General had presented sufficient evidence with respect to
 all three products to regulate them similarly. The Court of Appeals' decision with respect to the cigar warning requirements and
 the Commerce Clause is not before this Court.
 The Court of Appeals stayed its mandate pending disposition of a petition for a writ of certiorari. App. 13. The cigarette
 manufacturers and U. S. Smokeless Tobacco Company filed a petition, challenging the Court of Appeals' decision with respect to
 the outdoor and point-of-sale advertising regulations on pre-emption and First Amendment grounds, and the sales practices
 regulations on First Amendment grounds. The cigar companies filed a separate petition, again raising a First Amendment
 challenge to the outdoor advertising, point-of- sale advertising, and sales practices regulations. We granted both petitions, 531 U.
 S. 1068 (2001), to resolve the conflict among the Courts of Appeals with respect to whether the FCLAA pre-empts cigarette
 advertising regulations like those at issue here, cf. Lindsey v. Tacoma-Pierce County Health Dept., 195 F. 3d 1065 (CA9 1999),
 and to decide the important First Amendment issues presented in these cases.
                                                II
 Before reaching the First Amendment issues, we must decide to what extent federal law pre-empts the Attorney General's
 regulations. The cigarette petitioners contend that the FCLAA, 15 U. S. C. §1331 et seq., pre-empts the Attorney General's
 cigarette advertising regulations.
                                                A
 Article VI of the United States Constitution commands that the laws of the United States 'shall be the supreme Law of the Land;
 ... any Thing in the Constitution or Laws of any State to the Contrary notwithstanding.' Art. VI, cl. 2. See also McCulloch v.
 Maryland, 4 Wheat. 316, 427 (1819) ('It is of the very essence of supremacy, to remove all obstacles to its action within its own
 sphere, and so to modify every power vested in subordinate governments'). This relatively clear and simple mandate has
 generated considerable discussion in cases where we have had to discern whether Congress has pre-empted state action in a
 particular area. State action may be foreclosed by express language in a congressional enactment, see, e.g., Cipollone v. Liggett
 Group, Inc., 505 U. S. 504, 517 (1992), by implication from the depth and breadth of a congressional scheme that occupies the
 legislative field, see, e.g., Fidelity Fed. Sav. & Loan Assn. v. De la Cuesta, 458 U. S. 141, 153 (1982), or by implication because
 of a conflict with a congressional enactment, see, e.g., Geier v. American Honda Motor Co., 529 U. S. 861, 869-874 (2000).
 In the FCLAA, Congress has crafted a comprehensive federal scheme governing the advertising and promotion of cigarettes.
 The FCLAA's pre-emption provision provides:
 '(a) Additional statements
 'No statement relating to smoking and health, other than the statement required by section 1333 of this title, shall be required on
 any cigarette package.
 '(b) State regulations
 'No requirement or prohibition based on smoking and health shall be imposed under State law with respect to the advertising or
 promotion of any cigarettes the packages of which are labeled in conformity with the provisions of this chapter.' 15 U. S. C.
 §1334.
 The FCLAA's pre-emption provision does not cover smokeless tobacco or cigars.
 In this case, our task is to identify the domain expressly pre-empted, see Cipollone, supra, at 517, because 'an express definition of
 the pre-emptive reach of a statute . . . supports a reasonable inference ... that Congress did not intend to pre-empt other matters,'
 Freightliner Corp. v. Myrick, 514 U. S. 280, 288 (1995). Congressional purpose is the 'ultimate touchstone' of our inquiry.
 Cipollone, supra, at 516 (internal quotation marks omitted). Because 'federal law is said to bar state action in [a] fiel[d] of
 traditional state regulation,' namely, advertising, see Packer Corp. v. Utah, 285 U. S. 105, 108 (1932), we 'wor[k] on the
 assumption that the historic police powers of the States [a]re not to be superseded by the Federal Act unless that [is] the clear
 and manifest purpose of Congress.' California Div. of Labor Standards Enforcement v. Dillingham Constr., N. A., Inc., 519 U. S.
 316, 325 (1997) (internal quotation marks omitted). See also Medtronic, Inc. v. Lohr, 518 U. S. 470, 475 (1996).
 Our analysis begins with the language of the statute. Hughes Aircraft Co. v. Jacobson, 525 U. S. 432, 438 (1999). In the
 pre-emption provision, Congress unequivocally precludes the requirement of any additional statements on cigarette packages
 beyond those provided in §1333. 15 U. S. C. §1334(a). Congress further precludes States or localities from imposing any
 requirement or prohibition based on smoking and health with respect to the advertising and promotion of cigarettes. §1334(b).
 Without question, the second clause is more expansive than the first; it employs far more sweeping language to describe the state
 action that is pre-empted. We must give meaning to each element of the pre-emption provision. We are aided in our interpretation
 by considering the predecessor pre-emption provision and the circumstances in which the current language was adopted. See
 Medtronic, supra, at 486; McCarthy v. Bronson, 500 U. S. 136, 139 (1991); K mart Corp. v. Cartier, Inc., 486 U. S. 281, 291
 (1988).
 In 1964, the groundbreaking Report of the Surgeon General's Advisory Committee on Smoking and Health concluded that
 '[c]igarette smoking is a health hazard of sufficient importance in the United States to warrant appropriate remedial action.'
 Department of Health, Education, and Welfare, U. S. Surgeon General's Advisory Committee, Smoking and Health 33. In 1965,
 Congress enacted the FCLAA as a proactive measure in the face of impending regulation by federal agencies and the States.
 Pub. L. 89-92, 79 Stat. 282. See also Cipollone, supra, at 513-515. The purpose of the FCLAA was twofold: to inform the public
 adequately about the hazards of cigarette smoking, and to protect the national economy from interference due to diverse,
 nonuniform, and confusing cigarette labeling and advertising regulations with respect to the relationship between smoking and
 health. Pub. L. 89-92, §2. The FCLAA prescribed a label for cigarette packages: 'Caution: Cigarette Smoking May Be
 Hazardous to Your Health.' §4. The FCLAA also required the Secretary of Health, Education, and Welfare (HEW) and the
 Federal Trade Commission (FTC) to report annually to Congress about the health consequences of smoking and the advertising
 and promotion of cigarettes. §5.
 Section 5 of the FCLAA included a pre-emption provision in which 'Congress spoke precisely and narrowly.' Cipollone, supra, at
 518. Subsection 5(a) prohibited any requirement of additional statements on cigarette packaging. Subsection 5(b) provided that
 '[n]o statement relating to smoking and health shall be required in the advertising of any cigarettes the packages of which are
 labeled in conformity with the provisions of this Act.' Section 10 of the FCLAA set a termination date of July 1, 1969 for these
 provisions. As we have previously explained, 'on their face, [the pre-emption] provisions merely prohibited state and federal
 rulemaking bodies from mandating particular cautionary statements on cigarette labels [subsection (a)] or in cigarette
 advertisements [subsection (b)].' Cipollone, 505 U. S., at 518.
 The FCLAA was enacted with the expectation that Congress would reexamine it in 1969 in light of the developing information
 about cigarette smoking and health. H. R. Rep. No. 586, 89th Cong., 1st Sess., 6 (1965); 111 Cong. Rec. 16541 (1965). In the
 intervening years, Congress received reports and recommendations from the HEW Secretary and the FTC. S. Rep. No. 91-566,
 pp. 2- 6 (1969). The HEW Secretary recommended that Congress strengthen the warning, require the warning on all packages
 and in advertisements, and publish tar and nicotine levels on packages and in advertisements. Id., at 4. The FTC made similar and
 additional recommendations. The FTC sought a complete ban on radio and television advertising, a requirement that broadcasters
 devote time for health hazard announcements concerning smoking, and increased funding for public education and research about
 smoking. Id., at 6. The FTC urged Congress not to continue to prevent federal agencies from regulating cigarette advertising. Id.,
 at 10. In addition, the Federal Communications Commission (FCC) had concluded that advertising which promoted the use of
 cigarettes created a duty in broadcast stations to provide information about the hazards of cigarette smoking. Id., at 6-7.
 In 1969, House and Senate committees held hearings about the health effects of cigarette smoking and advertising by the
 cigarette industry. The bill that emerged from the House of Representatives strengthened the warning and maintained the
 pre-emption provision. The Senate amended that bill, adding the ban on radio and television advertising, and changing the
 pre-emption language to its present form. H. R. Conf. Rep. No. 91-897, pp. 4-5 (1970).
 The final result was the Public Health Cigarette Smoking Act of 1969, in which Congress, following the Senate's amendments,
 made three significant changes to the FCLAA. Pub. L. 91-222, §2, 84 Stat. 87. First, Congress drafted a new label that read:
 'Warning: The Surgeon General Has Determined That Cigarette Smoking Is Dangerous to Your Health.' FCLAA, §4. Second,
 Congress declared it unlawful to advertise cigarettes on any medium of electronic communication subject to the jurisdiction of the
 FCC. §6. Finally, Congress enacted the current pre-emption provision, which proscribes any 'requirement or prohibition based on
 smoking and health ... imposed under State law with respect to the advertising or promotion' of cigarettes. §5(b). The new
 subsection 5(b) did not pre-empt regulation by federal agencies, freeing the FTC to impose warning requirements in cigarette
 advertising. See Cipollone, supra, at 515. The new pre-emption provision, like its predecessor, only applied to cigarettes, and not
 other tobacco products.
 In 1984, Congress again amended the FCLAA in the Comprehensive Smoking Education Act. Pub. L. 98-474, 98 Stat. 2200. The
 purpose of the Act was to 'provide a new strategy for making Americans more aware of any adverse health effects of smoking,
 to assure the timely and widespread dissemination of research findings and to enable individuals to make informed decisions about
 smoking.' §2. The Act established a series of warnings to appear on a rotating basis on cigarette packages and in cigarette
 advertising, §4, and directed the Health and Human Services Secretary to create and implement an educational program about the
 health effects of cigarette smoking, §3.
 The FTC has continued to report on trade practices in the cigarette industry. In 1999, the first year since the master settlement
 agreement, the FTC reported that the cigarette industry expended $8.24 billion on advertising and promotions, the largest
 expenditure ever. FTC, Cigarette Report for 1999, p. 1 (2000). Substantial increases were found in point-of-sale promotions,
 payments made to retailers to facilitate sales, and retail offers such as buy one, get one free, or product giveaways. Id., at 4-5.
 Substantial decreases, however, were reported for outdoor advertising and transit advertising. Id., at 2. Congress and federal
 agencies continue to monitor advertising and promotion practices in the cigarette industry.
 The scope and meaning of the current pre-emption provision become clearer once we consider the original pre-emption language
 and the amendments to the FCLAA. Without question, 'the plain language of the pre-emption provision in the 1969 Act is much
 broader.' Cipollone, 505 U. S., at 520. Rather than preventing only 'statements,' the amended provision reaches all 'requirement[s]
 or prohibition[s] ... imposed under State law.' And, although the former statute reached only statements 'in the advertising,' the
 current provision governs 'with respect to the advertising or promotion' of cigarettes. See ibid. Congress expanded the
 pre-emption provision with respect to the States, and at the same time, it allowed the FTC to regulate cigarette advertising.
 Congress also prohibited cigarette advertising in electronic media altogether. Viewed in light of the context in which the current
 pre-emption provision was adopted, we must determine whether the FCLAA pre-empts Massachusetts' regula- tions governing
 outdoor and point-of-sale advertising of cigarettes.
                                                B
 The Court of Appeals acknowledged that the FCLAA pre-empts any 'requirement or prohibition based on smoking and health ...
 with respect to the advertising or promotion of ... cigarettes,' 15 U. S. C. §1334(b), but concluded that the FCLAA does not
 nullify Massachusetts' cigarette advertising regulations. The court concentrated its analysis on whether the regulations are 'with
 respect to' advertising and promotion, relying on two of its sister Circuits to conclude that the FCLAA only pre-empts regulations
 of the content of cigarette advertising. The Court of Appeals also reasoned that the Attorney General's regulations are a form of
 zoning, a traditional area of state power; therefore the presumption against pre-emption applied.
 The cigarette petitioners maintain that the Court of Appeals' 'with respect to' analysis is inconsistent with the FCLAA's statutory
 text and legislative history, and gives the States license to prohibit almost all cigarette advertising. Petitioners also maintain that
 there is no basis for construing the pre-emption provision to prohibit only content-based advertising regulations.
 Although they support the Court of Appeals' result, the Attorney General and United States as amicus curiae do not fully endorse
 that court's textual analysis of the pre-emption provision. Instead, they assert that the cigarette advertising regulations are not
 pre-empted because they are not 'based on smoking and health.' The Attorney General and the United States also contend that
 the regulations are not pre-empted because they do not prescribe the content of cigarette advertising and they fall squarely within
 the State's traditional powers to control the location of advertising and to protect the welfare of children.
 Turning first to the language in the pre-emption provision relied upon by the Court of Appeals, we reject the notion that the
 Attorney General's cigarette advertising regulations are not 'with respect to' advertising and promotion. We disagree with the
 Court of Appeals' analogy to the Employee Retirement Income Security Act of 1974 (ERISA). In some cases concerning
 ERISA's pre- emption of state law, the Court has had to decide whether a particular state law 'relates to' an employee benefit
 plan covered by ERISA even though the state law makes no express reference to such a plan. See, e.g., California Div. of Labor
 Standards Enforcement v. Dillingham Constr., N. A., Inc., 519 U. S., at 324-325. Here, however, there is no question about an
 indirect relationship between the regulations and cigarette advertising because the regulations expressly target cigarette
 advertising. 940 Code of Mass. Regs. §21.04(5) (2000).
 Before this Court, the Attorney General focuses on a different phrase in the pre-emption provision: 'based on smoking and health.'
 The Attorney General argues that the cigarette advertising regulations are not 'based on smoking and health,' because they do not
 involve health-related content in cigarette advertising but instead target youth exposure to cigarette advertising. To be sure,
 Members of this Court have debated the precise meaning of 'based on smoking and health,' see Cipollone, supra, at 529, n. 7
 (plurality opinion), but we cannot agree with the Attorney General's narrow construction of the phrase.
 As Congress enacted the current pre-emption provision, Congress did not concern itself solely with health warnings for cigarettes.
 In the 1969 amendments, Congress not only enhanced its scheme to warn the public about the hazards of cigarette smoking, but
 also sought to protect the public, including youth, from being inundated with images of cigarette smoking in advertising. In pursuit
 of the latter goal, Congress banned electronic media advertising of cigarettes. And to the extent that Congress contemplated
 additional targeted regulation of cigarette advertising, it vested that authority in the FTC.
 The context in which Congress crafted the current pre-emption provision leads us to conclude that Congress prohibited state
 cigarette advertising regulations motivated by concerns about smoking and health. Massachusetts has attempted to address the
 incidence of underage cigarette smoking by regulating advertising, see 940 Code of Mass. Regs. §21.01 (2000), much like
 Congress' ban on cigarette advertising in electronic media. At bottom, the concern about youth exposure to cigarette advertising is
 intertwined with the concern about cigarette smoking and health. Thus the Attorney General's attempt to distinguish one concern
 from the other must be rejected.
 The Attorney General next claims that the State's outdoor and point-of-sale advertising regulations for cigarettes are not
 pre-empted because they govern the location, and not the content, of advertising. This is also JUSTICE STEVENS' main point
 with respect to pre-emption. Post, at 6 (opinion concurring in part and dissenting in part).
 The content versus location distinction has some surface appeal. The pre- emption provision immediately follows the section of
 the FCLAA that prescribes warnings. See 15 U. S. C. §§1333, 1334. The pre-emption provision itself refers to cigarettes 'labeled
 in conformity with' the statute. §1334(b). But the content/location distinction cannot be squared with the language of the
 pre-emption provision, which reaches all 'requirements' and 'prohibitions' 'imposed under State law.' A distinction between the
 content of advertising and the location of advertising in the FCLAA also cannot be reconciled with Congress' own location-based
 restriction, which bans advertising in electronic media, but not elsewhere. See §1335. We are not at liberty to pick and choose
 which provisions in the legislative scheme we will consider, see post, at 7, n. 5 (opinion of STEVENS, J.), but must examine the
 FCLAA as a whole.
 Moreover, any distinction between the content and location of cigarette advertising collapses once the implications of that
 approach are fully considered. At oral argument, the Attorney General was pressed to explain what types of state regulations of
 cigarette advertising, in his view, are pre- empted by the FCLAA. The Attorney General maintained that a state law that required
 cigarette retailers to remove the word 'tobacco ' from advertisements, or required cigarette billboards to be blank, would be
 pre-empted if it were a regulation of 'health-related content.' Tr. of Oral Arg. 41, 42. The Attorney General also maintained,
 however, that a complete ban on all cigarette advertising would not be pre-empted because Congress did not intend to invade
 local control over zoning. Id., at 42-44. The latter position clearly follows from the factual distinction between content and
 location, but it finds no support in the text of the FCLAA's pre-emption provision. We believe that Congress wished to ensure that
 'a State could not do through negative mandate (e.g., banning all cigarette advertising) that which it already was forbidden to do
 through positive mandate (e.g., mandating particular cautionary statements).' Cipollone, 505 U. S., at 539 (BLACKMUN, J.,
 joined by KENNEDY and SOUTER, JJ., concurring in part and dissenting in part). See also Vango Media, Inc. v. New York, 34
 F. 3d 68 (CA2 1994) (holding pre-empted a regulation that required one public health message for every four cigarette
 advertisements).
 JUSTICE STEVENS, post, at 6-10, maintains that Congress did not intend to displace state regulation of the location of cigarette
 advertising. There is a critical distinction, however, between generally applicable zoning regulations, see infra, at 21-22, and
 regulations targeting cigarette advertising. The latter type of regulation, which is inevitably motivated by concerns about smoking
 and health, squarely contradicts the FCLAA. The FCLAA's comprehensive warnings, advertising restrictions, and pre-emption
 provision would make little sense if a State or locality could simply target and ban all cigarette advertising.
 JUSTICE STEVENS finds it ironic that we conclude that 'federal law precludes States and localities from protecting children
 from dangerous products within 1,000 feet of a school,' in light of our prior conclusion that the 'Federal Government lacks the
 constitutional authority to impose a similarly-motivated ban' in United States v. Lopez, 514 U. S. 549 (1995). Post, at 10, n. 8. Our
 holding is not as broad as the dissent states; we hold only that the FCLAA pre- empts state regulations targeting cigarette
 advertising. States remain free to enact generally applicable zoning regulations, and to regulate conduct with respect to cigarette
 use and sales. Infra, at 21-22. The reference to Lopez is also inapposite. In Lopez, we held that Congress exceeded the limits of
 its Commerce Clause power in the Gun-Free School Zones Act of 1990, which made it a federal crime to possess a firearm in a
 school zone. 514 U. S., at 553-568. This case, by contrast, concerns the Supremacy Clause and the doctrine of pre- emption as
 applied in a case where Congress expressly precluded certain state regulations of cigarette advertising. Massachusetts did not
 raise a constitutional challenge to the FCLAA, and we are not confronted with whether Congress exceeded its constitutionally
 delegated authority in enacting the FCLAA.
 In sum, we fail to see how the FCLAA and its pre-emption provision permit a distinction between the specific concern about
 minors and cigarette advertising and the more general concern about smoking and health in cigarette advertising, especially in light
 of the fact that Congress crafted a legislative solution for those very concerns. We also conclude that a distinction between state
 regulation of the location as opposed to the content of cigarette advertising has no foundation in the text of the pre-emption
 provision. Congress pre- empted state cigarette advertising regulations like the Attorney General's because they would upset
 federal legislative choices to require specific warnings and to impose the ban on cigarette advertising in electronic media in order
 to address concerns about smoking and health. Accordingly, we hold that the Attorney General's outdoor and point-of-sale
 advertising regulations targeting cigarettes are pre-empted by the FCLAA.
                                                C
 Although the FCLAA prevents States and localities from imposing special requirements or prohibitions 'based on smoking and
 health' 'with respect to the advertising or promotion' of cigarettes, that language still leaves significant power in the hands of
 States to impose generally applicable zoning regulations and to regulate conduct. As we noted in Cipollone, 'each phrase within
 [the provision] limits the universe of [state action] pre-empted by the statute.' 505 U. S., at 524 (plurality opinion).
 For instance, the FCLAA does not restrict a State or locality's ability to enact generally applicable zoning restrictions. We have
 recognized that state interests in traffic safety and esthetics may justify zoning regulations for advertising. See Metromedia, Inc.
 v. San Diego, 453 U. S. 490, 507-508 (1981). See also St. Louis Poster Advertising Co. v. St. Louis, 249 U. S. 269, 274 (1919);
 Thomas Cusack Co. v. Chicago, 242 U. S. 526, 529-531 (1917). Although Congress has taken into account the unique concerns
 about cigarette smoking and health in advertising, there is no indication that Congress intended to displace local community
 interests in general regulations of the location of billboards or large marquee advertising, or that Congress intended cigarette
 advertisers to be afforded special treatment in that regard. Restrictions on the location and size of advertisements that apply to
 cigarettes on equal terms with other products appear to be outside the ambit of the pre-emption provision. Such restrictions are
 not 'based on smoking and health.'
 The FCLAA also does not foreclose all state regulation of conduct as it relates to the sale or use of cigarettes. The FCLAA's
 pre-emption provision explicitly governs state regulations of 'advertising or promotion.' [FN*] Accordingly, the FCLAA does not
 pre-empt state laws prohibiting cigarette sales to minors. To the contrary, there is an established congressional policy that
 supports such laws; Congress has required States to prohibit tobacco sales to minors as a condition of receiving federal block
 grant funding for substance abuse treatment activities. 106 Stat. 394, 388, 42 U. S. C. §§300x-26(a)(1), 300x-21.
 In Massachusetts, it is illegal to sell or distribute tobacco products to persons under the age of 18. Mass. Gen. Laws, ch. 270, §6
 (2000). Having prohibited the sale and distribution of tobacco products to minors, the State may prohibit common inchoate
 offenses that attach to criminal conduct, such as solicitation, conspiracy, and attempt. Cf. Central Hudson Gas & Elec. Corp. v.
 Public Serv. Comm'n of New York, 447 U. S. 557, 563-564 (1980); Carey v. Population Servs. Int'l, 431 U. S. 678, 701 (1977);
 Virginia Bd. of Pharmacy v. Virginia Citizens Consumer Council, Inc., 425 U. S. 748, 772 (1976); 60 Fed. Reg. 41330-41332
 (1995) (citing evidence that industry may be attempting to induce individuals under 18 to smoke cigarettes). States and localities
 also have at their disposal other means of regulating conduct to ensure that minors do not obtain cigarettes. See Part III-D, infra.
                                                D
 The smokeless tobacco petitioners argue that if the State's outdoor and point- of-sale advertising regulations for cigarettes are
 pre-empted, then the same advertising regulations with respect to smokeless tobacco must be invalidated because they cannot be
 severed from the cigarette provisions. Brief for Petitioner U. S. Smokeless Tobacco Co. in Nos. 00-596 and 00-597, p. 4, n. 5.
 The District Court did not reach the severability issue with respect to the advertising provisions that are before this Court. 76 F.
 Supp. 2d, at 134, n. 11. The Court of Appeals also did not reach severability because that court likewise concluded that the
 cigarette advertising regulations were not pre- empted. 218 F. 3d, at 37, n. 3. We decline to reach an issue that was not decided
 below. National Collegiate Athletic Assn. v. Smith, 525 U. S. 459, 470 (1999).
                                                III
 By its terms, the FCLAA's pre-emption provision only applies to cigarettes. Accordingly, we must evaluate the smokeless
 tobacco and cigar petitioners' First Amendment challenges to the State's outdoor and point-of-sale advertising regulations. The
 cigarette petitioners did not raise a pre-emption challenge to the sales practices regulations. Thus, we must analyze the cigarette
 as well as the smokeless tobacco and cigar petitioners' claim that certain sales practices regulations for tobacco products violate
 the First Amendment.
                                                A
 For over 25 years, the Court has recognized that commercial speech does not fall outside the purview of the First Amendment.
 See, e.g., Virginia Bd. of Pharmacy, supra, at 762. Instead, the Court has afforded commercial speech a measure of First
 Amendment protection ' 'commensurate' ' with its position in relation to other constitutionally guaranteed expression. See, e.g.,
 Florida Bar v. Went For It, Inc., 515 U. S. 618, 623 (1995) (quoting Board of Trustees of State Univ. of N. Y. v. Fox, 492 U. S.
 469, 477 (1989)). In recognition of the 'distinction between speech proposing a commercial transaction, which occurs in an area
 traditionally subject to government regulation, and other varieties of speech,' Central Hudson, supra, at 562 (internal quotation
 marks omitted), we developed a framework for analyzing regulations of commercial speech that is 'substantially similar' to the test
 for time, place, and manner restrictions, Board of Trustees of State Univ. of N. Y. v. Fox, supra, at 477. The analysis contains
 four elements:
 'At the outset, we must determine whether the expression is protected by the First Amendment. For commercial speech to come
 within that provision, it at least must concern lawful activity and not be misleading. Next, we ask whether the asserted
 governmental interest is substantial. If both inquiries yield positive answers, we must determine whether the regulation directly
 advances the governmental interest asserted, and whether it is not more extensive than is necessary to serve that interest.'
 Central Hudson, supra, at 566.
 Petitioners urge us to reject the Central Hudson analysis and apply strict scrutiny. They are not the first litigants to do so. See,
 e.g., Greater New Orleans Broadcasting Assn., Inc. v. United States, 527 U. S. 173, 184 (1999). Admittedly, several Members of
 the Court have expressed doubts about the Central Hudson analysis and whether it should apply in particular cases. See, e.g.,
 Greater New Orleans, supra, at 197 (THOMAS, J., concurring in judgment); 44 Liquormart, Inc. v. Rhode Island, 517 U. S. 484,
 501, 510-514 (1996) (joint opinion of STEVENS, KENNEDY, and GINSBURG, JJ.); id., at 517 (SCALIA, J. concurring in part
 and concurring in judgment); id., at 518 (THOMAS, J., concurring in part and concurring in judgment). But here, as in Greater
 New Orleans, we see 'no need to break new ground. Central Hudson, as applied in our more recent commercial speech cases,
 provides an adequate basis for decision.' 527 U. S., at 184.
 Only the last two steps of Central Hudson's four-part analysis are at issue here. The Attorney General has assumed for purposes
 of summary judgment that petitioners' speech is entitled to First Amendment protection. 218 F. 3d., at 43; 84 F. Supp. 2d, at
 185-186. With respect to the second step, none of the petitioners contests the importance of the State's interest in preventing the
 use of tobacco products by minors. Brief for Petitioners Lorillard Tobacco Co. et al. in No. 00-596, p. 41; Brief for Petitioner U.
 S. Smokeless Tobacco Co. in Nos. 00-596 and 00-597, at 16; Brief for Petitioners Altadis U. S. A. Inc. et al. in No. 00-597, p. 8.
 The third step of Central Hudson concerns the relationship between the harm that underlies the State's interest and the means
 identified by the State to advance that interest. It requires that
 'the speech restriction directly and materially advanc[e] the asserted governmental interest. 'This burden is not satisfied by mere
 speculation or conjecture; rather, a governmental body seeking to sustain a restriction on commercial speech must demonstrate
 that the harms it recites are real and that its restriction will in fact alleviate them to a material degree.' ' Greater New Orleans,
 supra, at 188 (quoting Edenfield v. Fane, 507 U. S. 761, 770-771 (1993)).
 We do not, however, require that 'empirical data come ... accompanied by a surfeit of background information... [W]e have
 permitted litigants to justify speech restrictions by reference to studies and anecdotes pertaining to different locales altogether, or
 even, in a case applying strict scrutiny, to justify restrictions based solely on history, consensus, and 'simple common sense.' '
 Florida Bar v. Went For It, Inc., 515 U. S., at 628 (citations and internal quotation marks omitted).
 The last step of the Central Hudson analysis 'complements' the third step, 'asking whether the speech restriction is not more
 extensive than necessary to serve the interests that support it.' Greater New Orleans, supra, at 188. We have made it clear that
 'the least restrictive means' is not the standard; instead, the case law requires a reasonable ' 'fit between the legislature's ends and
 the means chosen to accomplish those ends, ... a means narrowly tailored to achieve the desired objective.' ' Went For It, Inc.,
 supra, at 632 (quoting Board of Trustees of State Univ. of N. Y. v. Fox, 492 U. S., at 480). Focusing on the third and fourth steps
 of the Central Hudson analysis, we first address the outdoor advertising and point-of-sale advertising regulations for smokeless
 tobacco and cigars. We then address the sales practices regulations for all tobacco products.
                                                B
 The outdoor advertising regulations prohibit smokeless tobacco or cigar advertising within a 1,000-foot radius of a school or
 playground. 940 Code of Mass. Regs. §§21.04(5)(a), 22.06(5)(a) (2000). The District Court and Court of Appeals concluded that
 the Attorney General had identified a real problem with underage use of tobacco products, that limiting youth exposure to
 advertising would combat that problem, and that the regulations burdened no more speech than necessary to accomplish the
 State's goal. 218 F. 3d, at 44-53; 84 F. Supp. 2d, at 186-193. The smokeless tobacco and cigar petitioners take issue with all of
 these conclusions.
                                                1
 The smokeless tobacco and cigar petitioners contend that the Attorney General's regulations do not satisfy Central Hudson's third
 step. They maintain that although the Attorney General may have identified a problem with underage cigarette smoking, he has
 not identified an equally severe problem with respect to underage use of smokeless tobacco or cigars. The smokeless tobacco
 petitioner emphasizes the 'lack of parity' between cigarettes and smokeless tobacco . Brief for Petitioner U. S. Smokeless
 Tobacco Co. in Nos. 00-596 and 00-597, at 19; Reply Brief for Petitioner U. S. Smokeless Tobacco Co. in Nos. 00-596 and
 00-597, pp. 4, 10-11. The cigar petitioners catalogue a list of differences between cigars and other tobacco products, including
 the characteristics of the products and marketing strategies. Brief for Petitioners Altadis U. S. A. Inc. et al. in No. 00-597, at
 9-11. The petitioners finally contend that the Attorney General cannot prove that advertising has a causal link to tobacco use
 such that limiting advertising will materially alleviate any problem of underage use of their products. Brief for Petitioner U. S.
 Smokeless Tobacco Co. in Nos. 00-596 and 00-597, at 20-22; Brief for Petitioners Altadis U. S. A. Inc. et al. in No. 00-597, at
 9-16.
 In previous cases, we have acknowledged the theory that product advertising stimulates demand for products, while suppressed
 advertising may have the opposite effect. See Rubin, 514 U. S., at 487; United States v. Edge Broadcasting Co., 509 U. S. 418,
 434 (1993); Central Hudson, 447 U. S., at 568- 569. The Attorney General cites numerous studies to support this theory in the
 case of tobacco products.
 The Attorney General relies in part on evidence gathered by the Food and Drug Administration (FDA) in its attempt to regulate
 the advertising of cigarettes and smokeless tobacco . See Regulations Restricting the Sale and Distribution of Cigarettes and
 Smokeless Tobacco Products to Protect Children and Adolescents, FDA Proposed Rule, 60 Fed. Reg. 41314 (1995); Regulations
 Restricting the Sale and Distribution of Cigarettes and Smokeless Tobacco to Protect Children and Adolescents, FDA Final Rule,
 61 Fed. Reg. 44396 (1996). The FDA promulgated the advertising regulations after finding that the period prior to adulthood is
 when an overwhelming majority of Americans first decide to use tobacco products, and that advertising plays a crucial role in
 that decision. FDA Final Rule, 61 Fed. Reg., at 44398-44399. We later held that the FDA lacks statutory authority to regulate
 tobacco products. See FDA v. Brown & Williamson Tobacco Corp., 529 U. S. 120 (2000). Nevertheless, the Attorney General
 relies on the FDA's proceedings and other studies to support his decision that advertising affects demand for tobacco products.
 Cf. Erie v. Pap's A. M., 529 U. S. 277, 296 (2000) (plurality opinion) (cities and localities may rely on evidence from other
 jurisdictions to demonstrate harmful secondary effects of adult entertainment and to justify regulation); Barnes v. Glen Theatre,
 Inc., 501 U. S. 560, 583-584 (1991) (SOUTER, J., concurring in judgment) (same); Renton v. Playtime Theatres, Inc., 475 U. S.
 41, 50-52 (1986) (same). See also Nixon v. Shrink Missouri Government PAC, 528 U. S. 377, 393, and n. 6 (2000) (discussing
 evidence of corruption and the appearance of corruption in campaign finance).
 In its rulemaking proceeding, the FDA considered several studies of tobacco advertising and trends in the use of various tobacco
 products. The Surgeon General's report and the Institute of Medicine's report found that 'there is sufficient evidence to conclude
 that advertising and labeling play a significant and important contributory role in a young person's decision to use cigarettes or
 smokeless tobacco products.' 60 Fed. Reg. 41332. See also Pierce et al., Tobacco Industry Promotion of Cigarettes and
 Adolescent Smoking, 279 JAMA 511, 514 (1998).
 For instance, children smoke fewer brands of cigarettes than adults, and those choices directly track the most heavily advertised
 brands, unlike adult choices, which are more dispersed and related to pricing. FDA Proposed Rule, 60 Fed. Reg. 41332. Another
 study revealed that 72% of 6 year olds and 52% of children ages 3 to 6 recognized 'Joe Camel,' the cartoon anthropomorphic
 symbol of R. J. Reynolds' Camel brand cigarettes. Id., at 41333. After the introduction of Joe Camel, Camel cigarettes' share of
 the youth market rose from 4% to 13%. Id., at 41330. The FDA also identified trends in tobacco consumption among certain
 populations, such as young women, that correlated to the introduction and marketing of products geared toward that population.
 Id., at 41333.
 The FDA also made specific findings with respect to smokeless tobacco . The FDA concluded that '[t]he recent and very large
 increase in the use of smokeless tobacco products by young people and the addictive nature of these products has persuaded the
 agency that these products must be included in any regulatory approach that is designed to help prevent future generations of
 young people from becoming addicted to nicotine-containing tobacco products.' Id., at 41318. Studies have analyzed smokeless
 tobacco use by young people, discussing trends based on gender, school grade, and locale. See, e.g., Boyd et al., Use of
 Smokeless Tobacco among Children and Adolescents in the United States, 16 Preventative Medicine 402-418 (1987), Record,
 Doc. No. 38, Exh. 63.
 Researchers tracked a dramatic shift in patterns of smokeless tobacco use from older to younger users over the past 30 years.
 See, e.g., FDA Proposed Rule, 60 Fed. Reg., at 41317; Tomar et al., Smokeless tobacco brand preference and brand switching
 among US adolescents and young adults, 4 Tobacco Control 67 (1995), Record, Doc. No. 38, Exh. 62; Department of Health and
 Human Services, Preventing Tobacco Use Among Young People: A Report of the Surgeon General 163 (1994), Record, Doc.
 No. 36, Exh. 1. In particular, the smokeless tobacco industry boosted sales tenfold in the 1970s and 1980s by targeting young
 males. FDA Proposed Rule, 60 Fed. Reg., at 41331. See also National Cancer Institute, Cigars: Health Effects and Trends,
 Smoking and Tobacco Control Monograph No. 9, p. 16 (1998), Record, Doc. No. 39, Exh. 67. Another study documented the
 targeting of youth through smokeless tobacco sales and advertising techniques. Ernster, Advertising and Promotion of Smokeless
 Tobacco Products, National Cancer Institute Monograph No. 8, pp. 87-93 (1989), Record, Doc. No. 38, Exh. 66.
 The Attorney General presents different evidence with respect to cigars. There was no data on underage cigar use prior to 1996
 because the behavior was considered 'uncommon enough not to be worthy of examination.' Smoking and Tobacco Control
 Monograph No. 9, at 13; FTC Report to Congress: Cigar Sales and Advertising and Promotional Expenses for Calendar Years
 1996 and 1997, p. 9 (1999), Record, Doc. No. 39, Exh. 71. In 1995, the FDA decided not to include cigars in its attempted
 regulation of tobacco product advertising, explaining that 'the agency does not currently have sufficient evidence that these
 products are drug delivery devices ... . FDA has focused its investigation of its authority over tobacco products on cigarettes and
 smokeless tobacco products, and not on pipe tobacco or cigars, because young people predominantly use cigarettes and
 smokeless tobacco products.' 60 Fed. Reg. 41322.
 More recently, however, data on youth cigar use has emerged. The National Cancer Institute concluded in its 1998 Monograph
 that the rate of cigar use by minors is increasing and that, in some States, the cigar use rates are higher than the smokeless
 tobacco use rates for minors. Smoking and Tobacco Control Monograph No. 9, at 19, 42-51. In its 1999 Report to Congress, the
 FTC concluded that 'substantial numbers of adolescents are trying cigars.' FTC Report to Congress, at 9. See also Department of
 Health and Human Services, Office of Inspector General, Youth Use of Cigars: Patterns of Use and Perceptions of Risk (1999),
 Record, Doc. No. 39, Exh. 78.
 Studies have also demonstrated a link between advertising and demand for cigars. After Congress recognized the power of
 images in advertising and banned cigarette advertising in electronic media, television advertising of small cigars 'increased
 dramatically in 1972 and 1973,' 'filled the void left by cigarette advertisers,' and 'sales ... soared.' Smoking and Tobacco Control
 Monograph No. 9, at 24. In 1973, Congress extended the electronic media advertising ban for cigarettes to little cigars. Little
 Cigar Act, §3, Pub. L. 93-109, 87 Stat. 352, as amended, 15 U. S. C. §1335. In the 1990s, cigar advertising campaigns triggered a
 boost in sales. Smoking and Tobacco Control Monograph No. 9, at 215.
 Our review of the record reveals that the Attorney General has provided ample documentation of the problem with underage use
 of smokeless tobacco and cigars. In addition, we disagree with petitioners' claim that there is no evidence that preventing
 targeted campaigns and limiting youth exposure to advertising will decrease underage use of smokeless tobacco and cigars. On
 this record and in the posture of summary judgment, we are unable to conclude that the Attorney General's decision to regulate
 advertising of smokeless tobacco and cigars in an effort to combat the use of tobacco products by minors was based on mere
 'speculation [and] conjecture.' Edenfield v. Fane, 507 U. S., at 770.
                                                2
 Whatever the strength of the Attorney General's evidence to justify the outdoor advertising regulations, however, we conclude
 that the regulations do not satisfy the fourth step of the Central Hudson analysis. The final step of the Central Hudson analysis,
 the 'critical inquiry in this case,' requires a reasonable fit between the means and ends of the regulatory scheme. 447 U. S., at
 569. The Attorney General's regulations do not meet this standard. The broad sweep of the regulations indicates that the Attorney
 General did not 'carefully calculat[e] the costs and benefits associated with the burden on speech imposed' by the regulations.
 Cincinnati v. Discovery Network, Inc., 507 U. S. 410, 417 (1993) (internal quotation marks omitted).
 The outdoor advertising regulations prohibit any smokeless tobacco or cigar advertising within 1,000 feet of schools or
 playgrounds. In the District Court, petitioners maintained that this prohibition would prevent advertising in 87% to 91% of Boston,
 Worchester, and Springfield, Massachusetts. 84 F. Supp. 2d, at 191. The 87% to 91% figure appears to include not only the effect
 of the regulations, but also the limitations imposed by other generally applicable zoning restrictions. See App. 161-167. The
 Attorney General disputed petitioners' figures but 'concede[d] that the reach of the regulations is substantial.' 218 F. 3d, at 50.
 Thus, the Court of Appeals concluded that the regulations prohibit advertising in a substantial portion of the major metropolitan
 areas of Massachusetts. Ibid.
 The substantial geographical reach of the Attorney General's outdoor advertising regulations is compounded by other factors.
 'Outdoor' advertising includes not only advertising located outside an establishment, but also advertising inside a store if that
 advertising is visible from outside the store. The regulations restrict advertisements of any size and the term advertisement also
 includes oral statements. 940 Code of Mass. Regs §§21.03, 22.03 (2000).
 In some geographical areas, these regulations would constitute nearly a complete ban on the communication of truthful
 information about smokeless tobacco and cigars to adult consumers. The breadth and scope of the regulations, and the process
 by which the Attorney General adopted the regulations, do not demonstrate a careful calculation of the speech interests involved.
 First, the Attorney General did not seem to consider the impact of the 1,000- foot restriction on commercial speech in major
 metropolitan areas. The Attorney General apparently selected the 1,000-foot distance based on the FDA's decision to impose an
 identical 1,000-foot restriction when it attempted to regulate cigarette and smokeless tobacco advertising. See FDA Final Rule,
 61 Fed. Reg. 44399; Brief for Respondents 45, and n. 23. But the FDA's 1,000-foot regulation was not an adequate basis for the
 Attorney General to tailor the Massachusetts regulations. The degree to which speech is suppressed--or alternative avenues for
 speech remain available--under a particular regulatory scheme tends to be case specific. See, e.g., Renton, 475 U. S., at 53-54.
 And a case specific analysis makes sense, for although a State or locality may have common interests and concerns about
 underage smoking and the effects of tobacco advertisements, the impact of a restriction on speech will undoubtedly vary from
 place to place. The FDA's regulations would have had widely disparate effects nationwide. Even in Massachusetts, the effect of
 the Attorney General's speech regulations will vary based on whether a locale is rural, suburban, or urban. The uniformly broad
 sweep of the geographical limitation demonstrates a lack of tailoring.
 In addition, the range of communications restricted seems unduly broad. For instance, it is not clear from the regulatory scheme
 why a ban on oral communications is necessary to further the State's interest. Apparently that restriction means that a retailer is
 unable to answer inquiries about its tobacco products if that communication occurs outdoors. Similarly, a ban on all signs of any
 size seems ill suited to target the problem of highly visible billboards, as opposed to smaller signs. To the extent that studies have
 identified particular advertising and promotion practices that appeal to youth, tailoring would involve targeting those practices
 while permitting others. As crafted, the regulations make no distinction among practices on this basis.
 The Court of Appeals recognized that the smokeless tobacco and cigar petitioners' concern about the amount of speech
 restricted was 'valid,' but reasoned that there was an 'obvious connection to the state's interest in protecting minors.' 218 F. 3d, at
 50. Even on the premise that Massachusetts has demonstrated a connection between the outdoor advertising regulations and its
 substantial interest in preventing underage tobacco use, the question of tailoring remains. The Court of Appeals failed to follow
 through with an analysis of the countervailing First Amendment interests.
 The State's interest in preventing underage tobacco use is substantial, and even compelling, but it is no less true that the sale and
 use of tobacco products by adults is a legal activity. We must consider that tobacco retailers and manufacturers have an interest
 in conveying truthful information about their products to adults, and adults have a corresponding interest in receiving truthful
 information about tobacco products. In a case involving indecent speech on the Internet we explained that 'the governmental
 interest in protecting children from harmful materials ... does not justify an unnecessarily broad suppression of speech addressed
 to adults.' Reno v. American Civil Liberties Union, 521 U. S. 844, 875 (1997) (citations omitted). See, e.g., Bolger v. Youngs
 Drug Products Corp., 463 U. S. 60, 74 (1983) ('The level of discourse reaching a mailbox simply cannot be limited to that which
 would be suitable for a sandbox'); Butler v. Michigan, 352 U. S. 380, 383 (1957) ('The incidence of this enactment is to reduce
 the adult population ... to reading only what is fit for children'). As the State protects children from tobacco advertisements,
 tobacco manufacturers and retailers and their adult consumers still have a protected interest in communication. Cf. American
 Civil Liberties Union, supra, at 886-889 (O'CONNOR, J., concurring in judgment in part and dissenting in part) (discussing the
 creation of 'adult zones' on the Internet).
 In some instances, Massachusetts' outdoor advertising regulations would impose particularly onerous burdens on speech. For
 example, we disagree with the Court of Appeals' conclusion that because cigar manufacturers and retailers conduct a limited
 amount of advertising in comparison to other tobacco products, 'the relative lack of cigar advertising also means that the burden
 imposed on cigar advertisers is correspondingly small.' 218 F. 3d, at 49. If some retailers have relatively small advertising budgets,
 and use few avenues of communication, then the Attorney General's outdoor advertising regulations potentially place a greater,
 not lesser, burden on those retailers' speech. Furthermore, to the extent that cigar products and cigar advertising differ from that
 of other tobacco products, that difference should inform the inquiry into what speech restrictions are necessary.
 In addition, a retailer in Massachusetts may have no means of communicating to passersby on the street that it sells tobacco
 products because alternative forms of advertisement, like newspapers, do not allow that retailer to propose an instant transaction
 in the way that onsite advertising does. The ban on any indoor advertising that is visible from the outside also presents problems in
 establishments like convenience stores, which have unique security concerns that counsel in favor of full visibility of the store
 from the outside. It is these sorts of considerations that the Attorney General failed to incorporate into the regulatory scheme.
 We conclude that the Attorney General has failed to show that the outdoor advertising regulations for smokeless tobacco and
 cigars are not more extensive than necessary to advance the State's substantial interest in preventing underage tobacco use.
 JUSTICE STEVENS urges that the Court remand the case for further development of the factual record. Post, at 12-14. We
 believe that a remand is inappropriate in this case because the State had ample opportunity to develop a record with respect to
 tailoring (as it had to justify its decision to regulate advertising), and additional evidence would not alter the nature of the scheme
 before the Court. See Greater New Orleans, 527 U. S., at 189, n. 6.
 A careful calculation of the costs of a speech regulation does not mean that a State must demonstrate that there is no incursion on
 legitimate speech interests, but a speech regulation cannot unduly impinge on the speaker's ability to propose a commercial
 transaction and the adult listener's opportunity to obtain information about products. After reviewing the outdoor advertising
 regulations, we find the calculation in this case insufficient for purposes of the First Amendment.
                                                C
 Massachusetts has also restricted indoor, point-of-sale advertising for smokeless tobacco and cigars. Advertising cannot be
 'placed lower than five feet from the floor of any retail establishment which is located within a one thousand foot radius of' any
 school or playground. 940 Code of Mass. Regs. §§21.04(5)(b), 22.06(5)(b) (2000). The District Court invalidated these
 provisions, concluding that the Attorney General had not provided a sufficient basis for regulating indoor advertising. 84 F. Supp.
 2d, at 192-193, 195. The Court of Appeals reversed. 218 F. 3d, at 50-51. The court explained: 'We do have some misgivings about
 the effectiveness of a restriction that is based on the assumption that minors under five feet tall will not, or will less frequently,
 raise their view above eye-level, but we find that such [a] determination falls within that range of reasonableness in which the
 Attorney General is best suited to pass judgment.' Id., at 51.
 We conclude that the point-of-sale advertising regulations fail both the third and fourth steps of the Central Hudson analysis. A
 regulation cannot be sustained if it ' 'provides only ineffective or remote support for the government's purpose,' ' Edenfield, 507 U.
 S., at 770 (quoting Central Hudson, 447 U. S., at 564), or if there is 'little chance' that the restriction will advance the State's goal,
 Greater New Orleans, supra, at 193 (internal quotation marks omitted). As outlined above, the State's goal is to prevent minors
 from using tobacco products and to curb demand for that activity by limiting youth exposure to advertising. The 5 foot rule does
 not seem to advance that goal. Not all children are less than 5 feet tall, and those who are certainly have the ability to look up and
 take in their surroundings.
 By contrast to JUSTICE STEVENS, post, at 16-17, we do not believe this regulation can be construed as a mere regulation of
 conduct under United States v. O'Brien, 391 U. S. 367 (1968). To qualify as a regulation of communicative action governed by
 the scrutiny outlined in O'Brien, the State's regulation must be unrelated to expression. Texas v. Johnson, 491 U. S. 397, 403
 (1989). See also Erie v. Pap's A. M., 529 U. S. 277, 289-296 (2000) (plurality opinion). Here, Massachusetts' height restriction is
 an attempt to regulate directly the communicative impact of indoor advertising.
 Massachusetts may wish to target tobacco advertisements and displays that entice children, much like floor-level candy displays
 in a convenience store, but the blanket height restriction does not constitute a reasonable fit with that goal. The Court of Appeals
 recognized that the efficacy of the regulation was questionable, but decided that '[i]n any event, the burden on speech imposed by
 the provision is very limited.' 218 F. 3d, at 51. There is no de minimis exception for a speech restriction that lacks sufficient
 tailoring or justification. We conclude that the restriction on the height of indoor advertising is invalid under Central Hudson's third
 and fourth prongs.
                                                D
 The Attorney General also promulgated a number of regulations that restrict sales practices by cigarette, smokeless tobacco ,
 and cigar manufacturers and retailers. Among other restrictions, the regulations bar the use of self- service displays and require
 that tobacco products be placed out of the reach of all consumers in a location accessible only to salespersons. 940 Code of
 Mass. Regs. §§21.04(2)(c)-(d), 22.06(2)(c)-(d) (2000). The cigarette petitioners do not challenge the sales practices regulations
 on pre-emption grounds. Brief for Petitioners Lorillard Tobacco Co. et al. in No. 00-596, at 5, n. 2. Two of the cigarette
 petitioners (Brown & Williamson Tobacco Corporation and Lorillard Tobacco Company), petitioner U. S. Smokeless Tobacco
 Company, and the cigar petitioners challenge the sales practices regulations on First Amendment grounds. The cigar petitioners
 additionally challenge a provision that prohibits sampling or promotional giveaways of cigars or little cigars. 940 Code of Mass.
 Regs. §22.06(1)(a).
 The District Court concluded that these restrictions implicate no cognizable speech interest, 84 F. Supp. 2d, at 195-196, but the
 Court of Appeals did not fully adopt that reasoning. The Court of Appeals recognized that self-service displays 'often do have
 some communicative commercial function,' but noted that the restriction in the regulations 'is not on speech, but rather on the
 physical location of actual tobacco products.' 218 F. 3d, at 53. The court reasoned that nothing in the regulations would prevent
 the display of empty tobacco product containers, so long as no actual tobacco product was displayed, much like movie jackets at
 a video store. Ibid. With respect to cigar products, the court observed that retailers traditionally allow access to those products, so
 that the consumer may make a selection on the basis of a number of objective and subjective factors including the aroma and feel
 of the cigars. Ibid. Even assuming a speech interest, however, the court concluded that the regulations were narrowly tailored to
 serve the State's substantial interest in preventing access to tobacco products by minors. Id., at 54. The court also noted that the
 restrictions do not apply to adult-only establishments. Ibid.
 Petitioners devoted little of their briefing to the sales practices regulations, and our understanding of the regulations is accordingly
 limited by the parties' submissions. As we read the regulations, they basically require tobacco retailers to place tobacco products
 behind counters and require customers to have contact with a salesperson before they are able to handle a tobacco product.
 The cigarette and smokeless tobacco petitioners contend that 'the same First Amendment principles that require invalidation of
 the outdoor and indoor advertising restrictions require invalidation of the display regulations at issue in this case.' Brief for
 Petitioners Lorillard Tobacco Co. et al. in No. 00-596, at 46, n. 7. See also Reply Brief for Petitioner U. S. Smokeless Tobacco
 Co. in Nos. 00-596 and 00-597, at 12, n. 7. The cigar petitioners contend that self-service displays for cigars cannot be prohibited
 because each brand of cigar is unique and customers traditionally have sought to handle and compare cigars at the time of
 purchase. Brief for Petitioners Altadis U. S. A. Inc. et al. in No. 00-597, at 23, n. 9; Reply Brief for Petitioners Altadis U. S. A.
 Inc. et al. in No. 00-597, p. 10, n. 7.
 We reject these contentions. Assuming that petitioners have a cognizable speech interest in a particular means of displaying their
 products, cf. Cincinnati v. Discovery Network, Inc., 507 U. S. 410 (1993) (distribution of a magazine through newsracks), these
 regulations withstand First Amendment scrutiny.
 Massachusetts' sales practices provisions regulate conduct that may have a communicative component, but Massachusetts seeks
 to regulate the placement of tobacco products for reasons unrelated to the communication of ideas. See O'Brien, supra, at 382.
 See also Pap's A. M., 529 U. S., at 289 (plurality opinion); id., at 310 (SOUTER, J., concurring in part and dissenting in part);
 Johnson, 491 U. S., at 403. We conclude that the State has demonstrated a substantial interest in preventing access to tobacco
 products by minors and has adopted an appropriately narrow means of advancing that interest. See O'Brien, supra, at 382.
 Unattended displays of tobacco products present an opportunity for access without the proper age verification required by law.
 Thus, the State prohibits self-service and other displays that would allow an individual to obtain tobacco products without direct
 contact with a salesperson. It is clear that the regulations leave open ample channels of communication. The regulations do not
 significantly impede adult access to tobacco products. Moreover, retailers have other means of exercising any cognizable speech
 interest in the presentation of their products. We presume that vendors may place empty tobacco packaging on open display, and
 display actual tobacco products so long as that display is only accessible to sales personnel. As for cigars, there is no indication in
 the regulations that a customer is unable to examine a cigar prior to purchase, so long as that examination takes place through a
 salesperson.
 The cigar petitioners also list Massachusetts' prohibition on sampling and free giveaways among the regulations they challenge on
 First Amendment grounds. See 940 Code of Mass. Regs. §22.06(1)(a) (2000); Brief for Petitioners Altadis U. S. A. Inc. et al. in
 No. 00-597, at 2. At no point in their briefs or at oral argument, however, did the cigar petitioners argue the merits of their First
 Amendment claim with respect to the sampling and giveaway regulation. We decline to address an issue that was not sufficiently
 briefed and argued before this Court. See Northwest Airlines, Inc. v. County of Kent, 510 U. S. 355, 366, n. 10 (1994); Williams
 v. United States, 503 U. S. 193, 206 (1992); Granfinanciera, S. A. v. Nordberg, 492 U. S. 33, 38-40 (1989).
 We conclude that the sales practices regulations withstand First Amendment scrutiny. The means chosen by the State are
 narrowly tailored to prevent access to tobacco products by minors, are unrelated to expression, and leave open alternative
 avenues for vendors to convey information about products and for would-be customers to inspect products before purchase.
                                                IV
 We have observed that 'tobacco use, particularly among children and adolescents, poses perhaps the single most significant
 threat to public health in the United States.' FDA v. Brown & Williamson Tobacco Corp., 529 U. S., at 161. From a policy
 perspective, it is understandable for the States to attempt to prevent minors from using tobacco products before they reach an
 age where they are capable of weighing for themselves the risks and potential benefits of tobacco use, and other adult activities.
 Federal law, however, places limits on policy choices available to the States.
 In this case, Congress enacted a comprehensive scheme to address cigarette smoking and health in advertising and pre-empted
 state regulation of cigarette advertising that attempts to address that same concern, even with respect to youth. The First
 Amendment also constrains state efforts to limit advertising of tobacco products, because so long as the sale and use of tobacco
 is lawful for adults, the tobacco industry has a protected interest in communicating information about its products and adult
 customers have an interest in receiving that information.
 To the extent that federal law and the First Amendment do not prohibit state action, States and localities remain free to combat
 the problem of underage tobacco use by appropriate means. The judgment of the United States Court of Appeals for the First
 Circuit is therefore affirmed in part and reversed in part, and the cases are remanded for further proceedings consistent with this
 opinion.
 It is so ordered.

      FN*. The Senate Report explained that the pre-emption provision 'would in no way affect the power of any State or
      political subdivision of any State with respect to the taxation or the sale of cigarettes to minors, or the prohibition of
      smoking in public buildings, or similar police regulations. It is limited entirely to State or local requirements or
      prohibitions in the advertising of cigarettes.' S. Rep. No. 91-566, p. 12 (1969).
 
 
 

 JUSTICE KENNEDY, with whom JUSTICE SCALIA joins, concurring in part and concurring in the judgment.
 LORILLARD TOBACCO COMPANY, ET AL., PETITIONERS
 00-596 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 ALTADIS U. S. A. INC., ETC., ET AL., PETITIONERS
 00-597 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 The obvious overbreadth of the outdoor advertising restrictions suffices to invalidate them under the fourth part of the test in
 Central Hudson Gas & Elec. Corp. v. Public Serv. Comm'n of N. Y., 447 U. S. 557 (1980). As a result, in my view, there is no
 need to consider whether the restrictions satisfy the third part of the test, a proposition about which there is considerable doubt.
 Cf. post, at 13-14 (THOMAS, J., concurring in part and concurring in judgment). Neither are we required to consider whether
 Central Hudson should be retained in the face of the substantial objections that can be made to it. See post, at 4-11 (opinion of
 THOMAS, J.). My continuing concerns that the test gives insufficient protection to truthful, nonmisleading commercial speech
 require me to refrain from expressing agreement with the Court's application of the third part of Central Hudson. See, e.g., 44
 Liquormart, Inc. v. Rhode Island, 517 U. S. 484, 501-504 (1996) (opinion of STEVENS, J., joined by KENNEDY and
 GINSBURG, JJ.). With the exception of Part III-B-1, then, I join the opinion of the Court.

 JUSTICE THOMAS, concurring in part and concurring in the judgment.
 LORILLARD TOBACCO COMPANY, ET AL., PETITIONERS
 00-596 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 ALTADIS U. S. A. INC., ETC., ET AL., PETITIONERS
 00-597 v.
 THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS, ET AL.
 I join the opinion of the Court (with the exception of Part III-B-1) because I agree that the Massachusetts cigarette advertising
 regulations are preempted by the Federal Cigarette Labeling and Advertising Act, 15 U. S. C. §1331 et seq. I also agree with the
 Court's disposition of the First Amendment challenges to the other regulations at issue here, and I share the Court's view that the
 regulations fail even the intermediate scrutiny of Central Hudson Gas & Elec. Corp. v. Public Serv. Comm'n of N. Y., 447 U. S.
 557 (1980). At the same time, I continue to believe that when the government seeks to restrict truthful speech in order to
 suppress the ideas it conveys, strict scrutiny is appropriate, whether or not the speech in question may be characterized as
 'commercial.' See 44 Liquormart, Inc. v. Rhode Island, 517 U. S. 484, 518 (1996) (THOMAS, J., concurring in part and
 concurring in judgment). I would subject all of the advertising restrictions to strict scrutiny and would hold that they violate the
 First Amendment.
                                                 I
 At the heart of this litigation is a Massachusetts regulation that imposes a sweeping ban on speech about tobacco products. 940
 Code of Mass. Regs. §21.04(5) (2000), which governs cigarettes and smokeless tobacco , and §22.06(5), which governs cigars,
 prohibit all outdoor advertising, all indoor advertising that can be seen from outdoors, and all point-of-sale advertising (even if not
 visible from outdoors) that is lower than five feet from the floor. [FN1] These restrictions are superficially limited in their
 geographic scope: they apply only within 1,000 feet of 'any public playground, playground area in a public park, elementary school
 or secondary school.' §21.04(5)(a). But the Court of Appeals acknowledged that the zone of prohibition covers as much as 90
 percent of the three largest cities in Massachusetts, Consolidated Cigar Corp. v. Reilly, 218 F. 3d 30, 50 (CA1 2000), so the
 practical effect is little different from that of a total ban. Cf. United States v. Playboy Entertainment Group, Inc., 529 U. S. 803,
 812 (2000) ('The Government's content-based burdens must satisfy the same rigorous scrutiny as its content- based bans').
 Respondents suggest in passing that the regulations are 'zoning-type restrictions' that should receive 'the intermediate level of
 scrutiny traditionally associated with various forms of 'time, place, and manner' regulations.' Brief for Respondents 31. We have
 indeed upheld time, place, and manner regulations that prohibited certain kinds of outdoor signs, see, e.g., Members of City
 Council of Los Angeles v. Taxpayers for Vincent, 466 U. S. 789 (1984), and we have similarly upheld zoning laws that had the
 effect of restricting certain kinds of sexually explicit expression, see, e.g., Renton v. Playtime Theatres, Inc., 475 U. S. 41 (1986).
 But the abiding characteristic of valid time, place, and manner regulations is their content neutrality. See Ward v. Rock Against
 Racism, 491 U. S. 781, 791-796 (1989). In Vincent the city prohibited all signs on public property, not to suppress the message
 conveyed by any of the signs, but simply to minimize the esthetic effect of visual clutter. Likewise, the ordinance in Renton was
 aimed not at expression, but at the 'secondary effects' caused by adult businesses.
 The regulations here are very different. Massachusetts is not concerned with any 'secondary effects' of tobacco advertising--it is
 concerned with the advertising's primary effect, which is to induce those who view the advertisements to purchase and use
 tobacco products. Cf. Boos v. Barry, 485 U. S. 312, 321 (1988) ('Listeners' reactions to speech are not the type of ' secondary
 effects' we referred to in Renton'). In other words, it seeks to suppress speech about tobacco because it objects to the content of
 that speech. We have consistently applied strict scrutiny to such content-based regulations of speech. See, e.g., Turner
 Broadcasting System, Inc. v. FCC, 512 U. S. 622, 641-643 (1994).
                                                A
 There was once a time when this Court declined to give any First Amendment protection to commercial speech. In Valentine v.
 Chrestensen, 316 U. S. 52 (1942), the Court went so far as to say that 'the Constitution imposes [no] restraint on government as
 respects purely commercial advertising.' Id., at 54. That position was repudiated in Virginia Bd. of Pharmacy v. Virginia Citizens
 Consumer Council, Inc., 425 U. S. 748 (1976), which explained that even speech 'which does 'no more than propose a
 commercial transaction' ' is protected by the First Amendment. Id., at 762 (quoting Pittsburgh Press Co. v. Pittsburgh Comm'n on
 Human Relations, 413 U. S. 376, 385 (1973)). Since then, the Court has followed an uncertain course--much of the uncertainty
 being generated by the malleability of the four-part balancing test of Central Hudson. See 44 Liquormart, 517 U. S., at 520-522
 (THOMAS, J., concurring in part and concurring in judgment).
 I have observed previously that there is no 'philosophical or historical basis for asserting that 'commercial' speech is of 'lower
 value' than 'noncommercial' speech.' Id., at 522. Indeed, I doubt whether it is even possible to draw a coherent distinction
 between commercial and noncommercial speech. See id., at 523, n. 4 (citing Kozinski & Banner, Who's Afraid of Commercial
 Speech, 76 Va. L. Rev. 627 (1990)). [FN2]
 It should be clear that if these regulations targeted anything other than advertising for commercial products--if, for example, they
 were directed at billboards promoting political candidates--all would agree that the restrictions should be subjected to strict
 scrutiny. In my view, an asserted government interest in keeping people ignorant by suppressing expression 'is per se illegitimate
 and can no more justify regulation of 'commercial' speech than it can justify regulation of 'noncommercial' speech.' 517 U. S., at
 518 (THOMAS, J., concurring in part and concurring in judgment). That is essentially the interest asserted here, and, adhering to
 the views I expressed in 44 Liquormart, I would subject the Massachusetts regulations to strict scrutiny.
                                                B
 Even if one accepts the premise that commercial speech generally is entitled to a lower level of constitutional protection than are
 other forms of speech, it does not follow that the regulations here deserve anything less than strict scrutiny. Although we have
 recognized several categories of speech that normally receive reduced First Amendment protection, or no First Amendment
 protection at all, we have never held that the government may regulate speech within those categories in any way that it wishes.
 Rather, we have said 'that these areas of speech can, consistently with the First Amendment, be regulated because of their
 constitutionally proscribable content.' R. A. V. v. St. Paul, 505 U. S. 377, 383 (1992). Even when speech falls into a category of
 reduced constitutional protection, the government may not engage in content discrimination for reasons unrelated to those
 characteristics of the speech that place it within the category. For example, a city may ban obscenity (because obscenity is an
 unprotected category, see, e.g., Roth v. United States, 354 U. S. 476 (1957)), but it may not ban 'only those legally obscene works
 that contain criticism of the city government.' R. A. V., supra, at 384.
 In explaining the distinction between commercial speech and other forms of speech, we have emphasized that commercial speech
 is both 'more easily verifiable by its disseminator' and less likely to be 'chilled by proper regulation.' Virginia Bd., 425 U. S., at 772,
 n. 24. These characteristics led us to conclude that, in the context of commercial speech, it is 'less necessary to tolerate
 inaccurate statements for fear of silencing the speaker,' and also that it is more 'appropriate to require that a commercial message
 appear in such a form, or include such additional information, warnings, and disclaimers, as are necessary to prevent its being
 deceptive.' Ibid. Whatever the validity of this reasoning, it is limited to the peculiarly commercial harms that commercial speech
 can threaten--i.e., the risk of deceptive or misleading advertising. As we observed in R. A. V.:
 '[A] State may choose to regulate price advertising in one industry but not in others, because the risk of fraud (one of the
 characteristics of commercial speech that justifies depriving it of full First Amendment protection) is in its view greater there. But
 a State may not prohibit only that commercial advertising that depicts men in a demeaning fashion.' 505 U. S., at 388-389
 (citations omitted).
 In 44 Liquormart, several Members of the Court said much the same thing:
 '[W]hen a State entirely prohibits the dissemination of truthful, nonmisleading commercial messages for reasons unrelated to the
 preservation of a fair bargaining process, there is far less reason to depart from the rigorous review that the First Amendment
 generally demands.' 517 U. S., at 501 (opinion of STEVENS, J., joined by KENNEDY and GINSBURG, JJ.).
 Whatever power the State may have to regulate commercial speech, it may not use that power to limit the content of commercial
 speech, as it has done here, 'for reasons unrelated to the preservation of a fair bargaining process.' Such content-discriminatory
 regulation--like all other content-based regulation of speech--must be subjected to strict scrutiny.
                                                C
 In an effort to avoid the implications of these basic principles of First Amendment law, respondents make two principal claims.
 First, they argue that the regulations target deceptive and misleading speech. See Brief for Respondents 33 ('Petitioners'
 advertising clearly engenders 'the potential for deception or confusion' that allows for regulation of commercial speech based on
 its content' (quoting Bolger v. Youngs Drug Products Corp., 463 U. S. 60, 65 (1983)). Second, they argue that the regulations
 restrict speech that promotes an illegal transaction--i.e., the sale of tobacco to minors. See Brief for Respondents 15 ('The
 regulations . . . exhibit a close connection to a commercial transaction the State has prohibited').
 Neither theory is properly before the Court. For purposes of summary judgment, respondents were willing to assume 'that the
 tobacco advertisements at issue here are truthful, nonmisleading speech about a lawful activity.' 218 F. 3d, at 43. Although
 respondents now claim that they have not conceded this point, see Brief for Respondent 35, n. 17, the fact remains that they did
 not urge their theories in the lower courts, and in general, we do not consider arguments for affirmance that were not presented
 below. See, e.g., Glover v. United States, 531 U. S. 198, 205 (2001). These concessions should make this an easy case, one
 clearly controlled by 44 Liquormart and by Greater New Orleans Broadcasting Assn., Inc. v. United States, 527 U. S. 173
 (1999). At all events, even if we were to entertain these arguments, neither is persuasive.
 Respondents suggest that tobacco advertising is misleading because 'its youthful imagery and ... sheer ubiquity' leads children to
 believe 'that tobacco use is desirable and pervasive.' Brief for Respondents 33; see also Brief for United States as Amicus
 Curiae 7 ('[S]o many children lack the maturity in judgment to resist the tobacco industry's appeals to excitement, glamour, and
 independence'). This justification is belied, however, by the sweeping overinclusivity of the regulations. Massachusetts has done
 nothing to target its prohibition to advertisements appealing to 'excitement, glamour, and independence'; the ban applies with equal
 force to appeals to torpor, homeliness, and servility. It has not focused on 'youthful imagery'; smokers depicted on the sides of
 buildings may no more play shuffleboard than they may ride skateboards.
 The regulations even prohibit a store from accurately stating the prices at which cigarettes are sold. Such a display could not
 possibly be misleading, unless one accepts the State's apparent view that the simple existence of tobacco advertisements
 misleads people into believing that tobacco use is more pervasive than it actually is. The State misunderstands the purpose of
 advertising. Promoting a product that is not yet pervasively used (or a cause that is not yet widely supported) is a primary purpose
 of advertising. Tobacco advertisements would be no more misleading for suggesting pervasive use of tobacco products than are
 any other advertisements that attempt to expand a market for a product, or to rally support for a political movement. Any
 inference from the advertisements that businesses would like for tobacco use to be pervasive is entirely reasonable, and
 advertising that gives rise to that inference is in no way deceptive.
 The State also contends that tobacco advertisements may be restricted because they propose an illegal sale of tobacco to
 minors. A direct solicitation of unlawful activity may of course be proscribed, whether or not it is commercial in nature. See
 Brandenburg v. Ohio, 395 U. S. 444 (1969) (per curiam). The State's power to punish speech that solicits or incites crime has
 nothing to do with the commercial character of the speech. After all, it is often the case that solicitation to commit a crime is
 entirely noncommercial. The harm that the State seeks to prevent is the harm caused by the unlawful activity that is solicited; it is
 unrelated to the commercial transaction itself. Thus there is no reason to apply anything other than our usual rule for evaluating
 solicitation and incitement simply because the speech in question happens to be commercial. See Carey v. Population Services
 Int'l, 431 U. S. 678, 701-702 (1977).
 Viewed as an effort to proscribe solicitation to unlawful c