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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
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Nos. 92-1384 and 92-1839
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BARCLAYS BANK PLC, PETITIONER
92-1384              v.
FRANCHISE TAX BOARD OF CALIFORNIA

COLGATE-PALMOLIVE COMPANY, PETITIONER
92-1839              v.
FRANCHISE TAX BOARD OF CALIFORNIA
on writs of certiorari to the court of appeal of
california, third appellate district
[June 20, 1994]

  Justice Ginsburg delivered the opinion of the Court.
  Eleven years ago, in Container Corp. of America v.
Franchise Tax Bd., 463 U. S. 159 (1983), this Court
upheld California's income-based corporate franchise tax,
as applied to a multinational enterprise, against a
comprehensive challenge made under the Due Process
and Commerce Clauses of the Federal Constitution.
Container Corp. involved a corporate taxpayer domiciled
and headquartered in the United States; in addition to
its stateside components, the taxpayer had a number of
overseas subsidiaries incorporated in the countries in
which they operated.  The Court's decision in Container
Corp. did not address the constitutionality of California's
taxing scheme as applied to -domestic corporations with
foreign parents or [to] foreign corporations with either
foreign parents or foreign subsidiaries.-  Id., at 189, n.
26.  In the consolidated cases before us, we return to
the taxing scheme earlier considered in Container Corp.
and resolve matters left open in that case.
  The petitioner in No. 92-1384, Barclays Bank PLC
(Barclays), is a United Kingdom corporation in the
Barclays Group, a multinational banking enterprise.
The petitioner in No. 92-1839, Colgate-Palmolive Co.
(Colgate), is the United States-based parent of a multi-
national manufacturing and sales enterprise.  Each
enterprise has operations in California.  During the
years here at issue, California determined the state
corporate franchise tax due for these operations under a
method known as -worldwide combined reporting.-
California's scheme first looked to the worldwide income
of the multinational enterprise, and then attributed a
portion of that income (equal to the average of the
proportions of worldwide payroll, property, and sales
located in California) to the California operations.  The
State imposed its tax on the income thus attributed to
Barclays' and Colgate's California business.
  Barclays urges that California's tax system distinc-
tively burdens foreign-based multinationals and results
in double international taxation, in violation of the
Commerce and Due Process Clauses.  Both Barclays and
Colgate contend that the scheme offends the Commerce
Clause by frustrating the Federal Government's ability
to -speak with one voice when regulating commercial
relations with foreign governments.-  Japan Line, Ltd.
v. County of Los Angeles, 441 U. S. 434, 449 (1979)
(internal quotation marks omitted).  We reject these
arguments, and hold that the Constitution does not
impede application of California's corporate franchise tax
to Barclays and Colgate.  Accordingly, we affirm the
judgments of the California Court of Appeal.

                      I

                      A
  The Due Process and Commerce Clauses of the
Constitution, this Court has held, prevent States that
impose an income-based tax on nonresidents from
-tax[ing] value earned outside [the taxing State's]
borders.-  ASARCO Inc. v. Idaho State Tax Comm'n, 458
U. S. 307, 315 (1982).  But when a business enterprise
operates in more than one taxing jurisdiction, arriving
at -precise territorial allocations of `value' is often an
elusive goal, both in theory and in practice.-  Container
Corp., 463 U. S., at 164.  Every method of allocation
devised involves some degree of arbitrariness.  See id.,
at 182.
  One means of deriving locally taxable income, general-
ly used by States that collect corporate income-based
taxes, is the -unitary business- method.  As explained in
Container Corp., unitary taxation -rejects geographical or
transactional accounting,- which is -subject to manipu-
lation- and does not fully capture -the many subtle and
largely unquantifiable transfers of value that take place
among the components of a single enterprise.-  Id., at
164-165.  The -unitary business/formula apportionment-
method
-calculates the local tax base by first defining the
scope of the `unitary business' of which the taxed
enterprise's activities in the taxing jurisdiction form
one part, and then apportioning the total income of
that `unitary business' between the taxing jurisdic-
tion and the rest of the world on the basis of a
formula taking into account objective measures of
the corporation's activities within and without the
jurisdiction.-  Id., at 165.

  During the income years at issue in these cases-1977
for Barclays, 1970-1973 for Colgate-California assessed
its corporate franchise tax by employing a -worldwide
combined reporting- method.  California's scheme
required the taxpayer to aggregate the income of all
corporate entities composing the unitary business
enterprise, including in the aggregation both affiliates
operating abroad and those operating within the United
States.  Having defined the scope of the -unitary
business- thus broadly, California used a long-accepted
method of apportionment, commonly called the -three-
factor- formula, to arrive at the amount of income
attributable to the operations of the enterprise in
California.  Under the three-factor formula, California
taxed a percentage of worldwide income equal to the
arithmetic average of the proportions of worldwide
payroll, property, and sales located inside the State.
Cal. Rev. & Tax. Code Ann. 25128 (West 1992).  Thus,
if a unitary business had 8% of its payroll, 3% of its
property, and 4% of its sales in California, the State
took the average-5%-and imposed its tax on that
percentage of the business' total income.

                      B
  The corporate income tax imposed by the United
States employs a -separate accounting- method, a means
of apportioning income among taxing sovereigns used by
all major developed nations.  In contrast to combined
reporting, separate accounting treats each corporate
entity discretely for the purpose of determining income
tax liability.
  Separate accounting poses the risk that a conglomer-
ate will manipulate transfers of value among its compo-
nents to minimize its total tax liability.  To guard
against such manipulation, transactions between affili-
ated corporations must be scrutinized to ensure that
they are reported on an -arm's length- basis, i.e., at a
price reflecting their true market value.  See 26 U. S. C.
482; Treas. Reg. 1.482-1T(b), 26 CFR 1.482-1T(b)
(1993).  Assuming that all transactions are assigned
their arm's length values in the corporate accounts, a
jurisdiction using separate accounting taxes corporations
that operate within its borders only on the income those
corporations recognize on their own books.  See Con-
tainer Corp., supra, at 185.
  At one time, a number of States used worldwide
combined reporting, as California did during the years
at issue.  In recent years, such States, including Califor-
nia, have modified their systems at least to allow
corporate election of some variant of an approach that
confines combined reporting to the United States'
-water's edge.-  See 1 Hellerstein & Hellerstein, supra
n. 1, -8.16, pp. 8-185 to 8-187.  California's 1986
modification of its corporate franchise tax, effective in
1988, 1986 Cal. Stats., ch. 660, 6, made it nearly the
last State to give way.  1 Hellerstein & Hellerstein,
supra n. 1, -8.16, p. 8-187.
  California corporate taxpayers, under the State's
water's edge alternative, may elect to limit their com-
bined reporting group to corporations in the unitary
business whose individual presence in the United States
surpasses a certain threshold.  Cal. Rev. & Tax. Code
Ann. 25110 (West 1992); see Leegstra, Eager, & Stolte,
The California Water's-Edge Election, 6 J. of St. Tax.
195 (1987) (explaining operation of California's water's
edge system).  The 1986 amendment conditioned a
corporate group's water's edge election on payment of a
substantial fee, and allowed the California Franchise
Tax Board (Tax Board) to disregard a water's edge
election under certain circumstances.  In 1993, Califor-
nia again modified its corporate franchise tax statute,
this time to allow domestic and foreign enterprises to
elect water's edge treatment without payment of a fee
and without the threat of disregard.  1993 Cal. Stats.,
ch. 31, 53; 1993 Cal. Stats., ch. 881, 22.  See Cal.
Rev. & Tax. Code Ann. 25110 (West Supp. 1994).  The
new amendments became effective in January 1994.

                      C
  The first of these consolidated cases, No. 92-1384, is
a tax refund suit brought by two members of the
Barclays Group, a multinational banking enterprise.
Based in the United Kingdom, the Barclays Group
includes more than 220 corporations doing business in
some 60 nations.  The two refund-seeking members of
the Barclays corporate family did business in California
and were therefore subject to California's franchise tax.
Barclays Bank of California (Barcal), one of the two
taxpayers, was a California banking corporation wholly
owned by Barclays Bank International Limited (BBI),
the second taxpayer.  BBI, a United Kingdom corpora-
tion, did business in the United Kingdom and in more
than 33 other nations and territories.
  In computing its California franchise tax based on
1977 income, Barcal reported only the income from its
own operations.  BBI reported income on the assumption
that it participated in a unitary business composed of
itself and its subsidiaries, but not its parent corporation
and the parent's other subsidiaries.  After auditing BBI's
and Barcal's 1977 income year franchise tax returns, the
Tax Board, respondent here, determined that both were
part of a worldwide unitary business, the Barclays
Group.  Ultimately, the Board assessed additional tax
liability of $1,678 for BBI and $152,420 for Barcal.
  Barcal and BBI paid the assessments and sued for
refunds.  They prevailed in California's lower courts, but
were unsuccessful in California's Supreme Court.  The
California Supreme Court held that the tax did not
impair the Federal Government's ability to -speak with
one voice- in regulating foreign commerce, see Japan
Line, Ltd. v. County of Los Angeles, 441 U. S., at 449,
and therefore did not violate the Commerce Clause.
Having so concluded, the California Supreme Court
remanded the case to the Court of Appeal for further
development of Barclays' claim that the compliance
burden on foreign-based multinationals imposed by
California's tax violated both the Due Process Clause
and the nondiscrimination requirement of the Commerce
Clause.  Barclay's Bank Int'l, Ltd. v. Franchise Tax Bd.,
2 Cal. 4th 708, 829 P. 2d 279, cert. denied, 506 U. S.
___ (1992).  On remand, the Court of Appeal decided the
compliance burden issues against Barclays, 10 Cal. App.
4th 1742, 14 Cal. Rptr. 2d 537 (3d Dist. 1992), and the
California Supreme Court denied further review.  The
case is therefore before us on writ of certiorari to the
California Court of Appeal.  510 U. S. ___ (1993).
Barclays has conceded, for purposes of this litigation,
that the entire Barclays Group formed a worldwide
unitary business in 1977.
  The petitioner in No. 93-1839, Colgate-Palmolive Co.,
is a Delaware corporation headquartered in New York.
Colgate and its subsidiaries doing business in the United
States engaged principally in the manufacture and
distribution of household and personal hygiene products.
In addition, Colgate owned some 75 corporations that
operated entirely outside the United States; these
foreign subsidiaries also engaged primarily in the
manufacture and distribution of household and personal
hygiene products.  When Colgate filed California fran-
chise tax returns based on 1970-1973 income, it re-
ported the income earned from its foreign operations on
a separate accounting basis.  Essentially, Colgate main-
tained that the Constitution compelled California to limit
the reach of its unitary principle to the United States'
water's edge.  See supra, at 6.  The Tax Board deter-
mined that Colgate's taxes should be computed on the
basis of worldwide combined reporting, and assessed a
4-year deficiency of $604,765.  Colgate paid the tax and
sued for a refund.
  Colgate prevailed in the California Superior Court,
which found that the Federal Government had con-
demned worldwide combined reporting as impermissibly
intrusive upon the Nation's ability uniformly to regulate
foreign commercial relations.  No. 319715 (Super. Ct.
Sacramento County, Apr. 19, 1989) (reprinted in App. to
Pet. for Cert. in No. 92-1839, pp. 88a-102a).  The Court
of Appeal reversed, concluding that evidence of the
federal Executive's opposition to the tax was insufficient.
4 Cal. App. 4th 1681, 1700-1712, 284 Cal. Rptr. 780,
792-800 (3d Dist. 1991).  The California Supreme Court
returned the case to the Court of Appeal with instruc-
tions -to vacate its decision and to refile the opinion
after modification in light of- that Court's decision in
Barclays.  ___ Cal. 4th ___, 831 P. 2d 798 (1992).  In its
second decision, the Court of Appeal again ruled against
Colgate.  13 Cal. Rptr. 2d 761 (3d Dist. 1992).  The
California Supreme Court denied further review, and the
case is before us on writ of certiorari to the Court of
Appeal.  510 U. S. ___ (1993).  Like Barclays, Colgate
concedes, for purposes of this litigation, that during the
years in question, its business, worldwide, was unitary.

                     II
  The Commerce Clause expressly gives Congress power
-[t]o regulate Commerce with foreign Nations, and
among the several States.-  U. S. Const., Art. I, 8,
cl. 3.  It has long been understood, as well, to provide
-protection from state legislation inimical to the national
commerce [even] where Congress has not acted . . . .-
Southern Pacific Co. v. Arizona ex rel. Sullivan, 325
U. S. 761, 769 (1945); see also South Carolina State
Highway Dept. v. Barnwell Brothers, Inc., 303 U. S. 177,
185 (1938) (Commerce Clause -by its own force prohibits
discrimination against interstate commerce-).  The
Clause does not shield interstate (or foreign) commerce
from its -fair share of the state tax burden.-  Depart-
ment of Revenue of Washington v. Association of Wash-
ington Stevedoring Cos., 435 U. S. 734, 750 (1978).
Absent congressional approval, however, a state tax on
such commerce will not survive Commerce Clause
scrutiny if the taxpayer demonstrates that the tax either
(1) applies to an activity lacking a substantial nexus to
the taxing State; (2) is not fairly apportioned; (3)
discriminates against interstate commerce; or (4) is not
fairly related to the services provided by the State.
Complete Auto Transit, Inc. v. Brady, 430 U. S. 274, 279
(1977).
  In -the unique context of foreign commerce,- a State's
power is further constrained because of -the special
need for federal uniformity.-  Wardair Canada, Inc. v.
Florida Dept. of Revenue, 477 U. S. 1, 8 (1986).  -`In
international relations and with respect to foreign
intercourse and trade the people of the United States act
through a single government with unified and adequate
national power.'-  Japan Line, Ltd. v. County of Los
Angeles, 441 U. S. 434, 448 (1979), quoting Board of
Trustees v. United States, 289 U. S. 48, 59 (1933).  A
tax affecting foreign commerce therefore raises two
concerns in addition to the four delineated in Complete
Auto.  The first is prompted by -the enhanced risk of
multiple taxation.-  Container Corp., 463 U. S., at 185.
The second relates to the Federal Government's capacity
to -`speak with one voice when regulating commercial
relations with foreign governments.'-  Japan Line, 441
U. S., at 449, quoting Michelin Tire Corp. v. Wages, 423
U. S. 276, 285 (1976).
  California's worldwide combined reporting system
easily meets three of the four Complete Auto criteria.
The nexus requirement is met by the business all three
taxpayers-Barcal, BBI, and Colgate-did in California
during the years in question.  See Mobil Oil Corp. v.
Commissioner of Taxes of Vt., 445 U. S. 425, 436-437
(1980).  The -fair apportionment- standard is also
satisfied.  Neither Barclays nor Colgate has demon-
strated the lack of a -rational relationship between the
income attributed to the State and the intrastate values
of the enterprise,- Container Corp., 463 U. S., at
180-181 (internal quotation marks omitted); nor have
the petitioners shown that the income attributed to
California is -out of all appropriate proportion to the
business transacted by the [taxpayers] in that State.-
Id., at 181 (internal quotation marks omitted).  We note
in this regard that, -if applied by every jurisdiction,-
California's method -would result in no more than all of
the unitary business' income being taxed.-  Id., at 169.
And surely California has afforded Colgate and the
Barclays taxpayers -protection, opportunities and
benefits- for which the State can exact a return.
Wisconsin v. J. C. Penney Co., 311 U. S. 435, 444
(1940)); see ASARCO Inc. v. Idaho State Tax Comm'n,
458 U. S., at 315.
  Barclays (but not Colgate) vigorously contends,
however, that California's worldwide combined reporting
scheme violates the antidiscrimination component of the
Complete Auto test.  Barclays maintains that a foreign-
owner of a taxpayer filing a California tax return -is
forced to convert its diverse financial and accounting
records from around the world into the language,
currency, and accounting principles of the United States-
at -prohibitive- expense.  Brief for Petitioner in No.
92-1384, p. 44.  Domestic-owned taxpayers, by con-
trast, need not incur such expense because they -already
keep most of their records in English, in United States
currency, and in accord with United States accounting
principles.-  Id., at 45.  Barclays urges that imposing
this -prohibitive administrative burden,- id., at 43, on
foreign-owned enterprises gives a competitive advantage
to their U. S.-owned counterparts and constitutes
-economic protectionism- of the kind this Court has often
condemned.  Id., at 43-46.
  Compliance burdens, if disproportionately imposed on
out-of-jurisdiction enterprises, may indeed be inconso-
nant with the Commerce Clause.  See, e.g., Hunt v.
Washington State Apple Advertising Comm'n, 432 U. S.
333, 350-351 (1977) (increased costs imposed by North
Carolina statute on out-of-state apple producers -would
tend to shield the local apple industry from the competi-
tion of Washington apple growers,- thereby discriminat-
ing against those growers).  The factual predicate of
Barclays' discrimination claim, however, is infirm.
  Barclays points to provisions of California's imple-
menting regulations setting out three discrete means for
a taxpayer to fulfill its franchise tax reporting require-
ments.  Each of these modes of compliance would
require Barclays to gather and present much information
not maintained by the unitary group in the ordinary
course of business.  California's regulations, however,
also provide that the Tax Board -shall consider the
effort and expense required to obtain the necessary
information- and, in -appropriate cases, such as when
the necessary data cannot be developed from financial
records maintained in the regular course of business,-
may accept -reasonable approximations.-  Cal. Code of
Regs., Title 18, 25137-6(e)(1) (1985).  As the Court of
Appeal comprehended, in determining Barclays' 1977
worldwide income, Barclays and the Tax Board -used
these [latter] provisions and [made] computations based
on reasonable approximations,- 10 Cal. App. 4th 1742,
1756, 14 Cal. Rptr. 2d 537, 545 (3d Dist. 1992), thus
allowing Barclays to avoid the large compliance costs of
which it complains.  Barclays has not shown that
California's provision for -reasonable approximations-
systematically -overtaxes- foreign corporations generally
or BBI or Barcal in particular.
  In sum, Barclays has not demonstrated that
California's tax system in fact operates to impose
inordinate compliance burdens on foreign enterprises.
Barclays' claim of unconstitutional discrimination against
foreign commerce therefore fails.

                     III
  Barclays additionally argues that California's -reason-
able approximations- method of reducing the compliance
burden is incompatible with due process.  -Foreign
multinationals,- Barclays maintains, -remain at peril in
filing their tax returns because there is no standard to
determine what `approximations' will be accepted.-  Brief
for Petitioner in No. 92-1384, p. 49.  Barclays presents
no substantive grievance concerning the treatment it has
received, i.e., no example of an approximation rejected
by the Tax Board as unreasonable.  Barclays instead
complains that -[t]he grant of standardless discretion
itself violates due process,- so that the taxpayer need
not show -actual harm from arbitrary application.-  Ibid.
  We note, initially, that -reasonableness- is a guide
admitting effective judicial review in myriad settings,
from encounters between the police and the citizenry,
see Terry v. Ohio, 392 U. S. 1, 27 (1968) (Fourth
Amendment permits police officer's limited search for
weapons in circumstances where -reasonably prudent
man . . . would be warranted in the belief that his
safety or that of others was in danger- based upon
-reasonable inferences . . . draw[n] from the facts in
light of [officer's] experience-), to the more closely
analogous federal income tax context.  See, e.g., 26
U. S. C. 162 (allowing deductions for ordinary business
expenses, including a -reasonable allowance for salaries
or other compensation-); 26 U. S. C. 167 (permitting a
-reasonable allowance- for wear and tear as a deprecia-
tion deduction); see also United States v. Ragen, 314
U. S. 513, 522 (1942) (noting that determinations -by
reference to a standard of `reasonableness' [are] not
unusual under federal income tax laws-).
  We next observe that California's judiciary has
construed the California law to curtail the discretion of
California tax officials.  See 10 Cal. App. 4th, at 1762,
14 Cal. Rptr. 2d, at 549 (the Tax Board must consider
-regularly-maintained or other readily-accessibly corpo-
rate documents- in deciding whether the -cost and effort
of producing [worldwide combined reporting] information-
justifies submission of -reasonable approximations-).  We
note, furthermore, that California has afforded Barclays
the opportunity -to clarify the meaning of the regula-
tion[s] by its own inquiry, or by resort to an admin-
istrative process.-  See Hoffman Estates v. Flipside,
Hoffman Estates, Inc., 455 U. S. 489, 498 (1982).
Taxpayers, under the State's scheme, may seek -an
advance determination- from the Tax Board regarding
the tax consequences of a proposed course of action.
Cal. Code of Regs., Title 18, 25137-6(e)(2) (1985).
  Rules governing international multijurisdictional
income allocation have an inescapable imprecision given
the complexity of the subject matter.  See Container
Corp., 463 U. S., at 192 (allocation -bears some resem-
blance . . . to slicing a shadow-).  Mindful that rules
against vagueness are not -mechanically applied- but
depend, in their application, on -the nature of the
enactment,- Hoffman Estates, supra, at 498, we hold
that California's scheme does not transgress constitu-
tional limitations in this regard, and that Barclays' due
process argument is no more weighty than its claim of
discrimination first placed under a Commerce Clause
heading.

                     IV

                      A
  Satisfied that California's corporate franchise tax is
-proper and fair- as tested under Complete Auto's guides,
see Container Corp., 463 U. S., at 184, we proceed to
the -additional scrutiny- required when a State seeks to
tax foreign commerce.  Id., at 185.  First of the two
additional considerations is -the enhanced risk of
multiple taxation.-  Container Corp., 463 U. S., at 185.
  In Container Corp., we upheld application of
California's combined reporting obligation to -foreign
subsidiaries of domestic corporations,- id., at 193
(emphasis added), against a charge that such application
unconstitutionally exposed those subsidiaries to a risk of
multiple international taxation.  Barclays contends
that its situation compels a different outcome, because
application of the combined reporting obligation to
foreign multinationals creates a -`more aggravated' risk
. . . of double taxation.-  Brief for Petitioner in No.
92-1384, p. 32, quoting Nos. 325059 and 325061 (Super.
Ct. Sacramento County, Aug. 20, 1987) (reprinted in
App. to Pet. for Cert. in No. 92-1384, p. A-26).  Barclays
rests its argument on the observation that -foreign
multinationals typically have more of their operations
and entities outside of the United States [compared to]
domestic multinationals, which typically have a smaller
share of their operations and entities outside of the
United States.-  Id., at 33.  As a result, a higher
proportion of the income of a foreign multinational is
subject to taxation by foreign sovereigns.  This reality,
Barclays concludes, means that for the foreign multina-
tional, which must include all its foreign operations in
the California combined reporting group, -the breadth of
double taxation and the degree of burden on foreign
commerce are greater than in the case of domestic
multinationals.-  Ibid.
  We do not question Barclays' assertion that multina-
tional enterprises with a high proportion of income taxed
by jurisdictions with wage rates, property values, and
sales prices lower than California's face a correspond-
ingly high risk of multiple international taxation.  See
Container Corp., 463 U. S., at 187; cf. id., at 199-200
(Powell, J., dissenting) (describing how formulary
apportionment leads to multiple taxation).  Nor do we
question that foreign-based multinationals have a higher
proportion of such income, on average, than do their
United States counterparts.  But Container Corp.'s
approval of this very tax, in the face of a multiple
taxation challenge, did not rest on any insufficiency in
the evidence that multiple taxation might occur; indeed,
we accepted in that case the taxpayer's assertion that
multiple taxation in fact had occurred.  Id., at 187
(-[T]he tax imposed here, like the tax in Japan Line,
has resulted in actual double taxation, in the sense that
some of the income taxed without apportionment by
foreign nations as attributable to appellant's foreign
subsidiaries was also taxed by California as attributable
to the State's share of the total income of the unitary
business of which those subsidiaries are a part.-); see
also id., at 187, n. 22.
  Container Corp.'s holding on multiple taxation relied
on two considerations: first, that multiple taxation was
not the -inevitable result- of the California tax; and,
second, that the -alternativ[e] reasonably available to
the taxing State- (i.e., some version of the separate
accounting/-arm's length- approach), id., at 188-189,
-could not eliminate the risk of double taxation- and
might in some cases enhance that risk.  Id., at 191.
We underscored that -even though most nations have
adopted the arm's-length approach in its general out-
lines, the precise rules under which they reallocate
income among affiliated corporations often differ sub-
stantially, and whenever that difference exists, the possi-
bility of double taxation also exists.-  Ibid. (emphasis
added); see also id., at 192 (-California would have
trouble avoiding multiple taxation even if it adopted the
`arm's-length' approach . . . .-).
 These considerations are not dispositively diminished
when California's tax is applied to the components of
foreign, as opposed to domestic, multinationals.  Multi-
ple taxation of such entities because of California's
scheme is not -inevitable-; the existence vel non of
actual multiple taxation of income remains, as in Con-
tainer Corp., dependent -on the facts of the individual
case.-  Id., at 188.  And if, as we have held, adoption of
a separate accounting system does not dispositively
lessen the risk of multiple taxation of the income
earned by foreign affiliates of domestic-owned corpora-
tions, we see no reason why it would do so in respect of
the income earned by foreign affiliates of foreign-owned
corporations.  We refused in Container Corp. -to require
California to give up one allocation method that some-
times results in double taxation in favor of another
allocation method that also sometimes results in double
taxation.-  Id., at 193.  The foreign domicile of the
taxpayer (or the taxpayer's parent) is a factor inade-
quate to warrant retraction of that position.
 Recognizing that multiple taxation of international
enterprise may occur whatever taxing scheme the State
adopts, the dissent finds impermissible under -the [dor-
mant] Foreign Commerce Clause- only double taxation
that (1) burdens a foreign corporation, in need of protec-
tion for lack of access to the political process, and (2)
occurs -because [the State] does not conform to interna-
tional practice.-  Post, at 5.  But the image of a politi-
cally impotent foreign transactor is surely belied by the
battalion of foreign governments that has marched to
Barclays' aid, deploring worldwide combined reporting in
diplomatic notes, amicus briefs, and even retaliatory
legislation.  See infra, at 26, n. 22; post, at 6.  Indeed,
California responded to this impressive political activity
when it eliminated mandatory worldwide combined
reporting.  See supra, at 6.  In view of this activity, and
the control rein Congress holds, see infra, at 31-33, we
cannot agree that -international practice- has such force
as to dictate this Court's Commerce Clause jurispru-
dence.  We therefore adhere to the precedent set in
Container Corp.

                      B

 We turn, finally, to the question ultimately and most
energetically presented: Did California's worldwide
combined reporting requirement, as applied to Barcal,
BBI, and Colgate, -impair federal uniformity in an area
where federal uniformity is essential,- Japan Line, 441
U. S., at 448; in particular, did the State's taxing
scheme -preven[t] the Federal Government from `speak-
ing with one voice' in international trade-?  Id., at 453,
quoting Michelin Tire Corp. v. Wages, 423 U. S., at 285.

                      1
 Two decisions principally inform our judgment: first,
this Court's 1983 determination in Container Corp.; and
second, our decision three years later in Wardair Can-
ada, Inc. v. Florida Dept. of Revenue, 477 U. S. 1
(1986).  Container Corp. held that California's worldwide
combined reporting requirement, as applied to domestic
corporations with foreign subsidiaries, did not violate
the -one voice- standard.  Container Corp. bears on
Colgate's case, but not Barcal's or BBI's, to this extent:
-[T]he tax [in Container Corp.] was imposed, not on a
foreign entity . . . , but on a domestic corporation.-  463
U. S., at 195.  Other factors emphasized in Container
Corp., however, are relevant to the complaints of all
three taxpayers in the consolidated cases now before
us.  Most significantly, the Court found no -specific
indications of congressional intent- to preempt Cal-
ifornia's tax:
-First, there is no claim here that the federal tax
statutes themselves provide the necessary pre-
emptive force.  Second, although the United States
is a party to a great number of tax treaties that
require the Federal Government to adopt some form
of `arm's-length' analysis in taxing the domestic
income of multinational enterprises, that require-
ment is generally waived with respect to the taxes
imposed by each of the contracting nations on its
own domestic corporations. . . .  Third, the tax
treaties into which the United States has entered do
not generally cover the taxing activities of sub-
national governmental units such as States, and in
none of the treaties does the restriction on `non-
arm's-length' methods of taxation apply to the
States.  Moreover, the Senate has on at least one
occasion, in considering a proposed treaty, attached
a reservation declining to give its consent to a pro-
vision in the treaty that would have extended that
restriction to the States.  Finally, . . . Congress has
long debated, but has not enacted, legislation de-
signed to regulate state taxation of income.-  Id., at
196-197 (footnotes and internal quotation marks
omitted).
 The Court again confronted a -one voice- argument in
Wardair Canada, Inc. v. Florida Dept. of Revenue, 477
U. S. 1 (1986), and there rejected a Commerce Clause
challenge to Florida's tax on the sale of fuel to common
carriers, including airlines.  Air carriers were taxed on
all aviation fuel purchased in Florida, without regard to
the amount the carrier consumed within the State or
the amount of its in-state business.  The carrier in
Wardair, a Canadian airline that operated charter
flights to and from the United States, conceded that the
challenged tax satisfied the Complete Auto criteria and
entailed no threat of multiple international taxation.
Joined by the United States as amicus curiae, however,
the carrier urged that Florida's tax -threaten[ed] the
ability of the Federal Government to `speak with one
voice.'-  477 U. S., at 9.  There is -a federal policy,- the
carrier asserted, -of reciprocal tax exemptions for air-
craft, equipment, and supplies, including aviation fuel,
that constitute the instrumentalities of international air
traffic-; this policy, the carrier argued, -represents the
statement that the `one voice' of the Federal Govern-
ment wishes to make,- a statement -threatened by
[Florida's tax].-  Ibid.
 This Court disagreed, observing that the proffered
evidence disclosed no federal policy of the kind described
and indeed demonstrated that the Federal Government
intended to permit the States to impose sales taxes on
aviation fuel.  The international convention and resolu-
tion and more than 70 bilateral treaties on which the
carrier relied to show a United States policy of tax
exemption for the instrumentalities of international air
traffic, the Court explained, in fact indicated far less:
-[W]hile there appears to be an international aspiration
on the one hand to eliminate all impediments to foreign
air travel-including taxation of fuel-the law as it
presently stands acquiesces in taxation of the sale of
that fuel by political subdivisions of countries.-  Id., at
10 (emphasis in original).  Most of the bilateral agree-
ments prohibited the Federal Government from imposing
national taxes on aviation fuel used by foreign carriers,
but none prohibited the States or their subdivisions
from taxing the sale of fuel to foreign airlines.  The
Court concluded that -[b]y negative implication arising
out of [these international accords,] the United States
has at least acquiesced in state taxation of fuel used by
foreign carriers in international travel,- and therefore
upheld Florida's tax.  Id., at 12.
 In both Wardair and Container Corp., the Court con-
sidered the -one voice- argument only after determining
that the challenged state action was otherwise constitu-
tional.  An important premise underlying both
decisions is this: Congress may more passively indi-
cate that certain state practices do not -impair federal
uniformity in an area where federal uniformity is essen-
tial,- Japan Line, 441 U. S., at 448; it need not convey
its intent with the unmistakable clarity required to
permit state regulation that discriminates against inter-
state commerce or otherwise falls short under Complete
Auto inspection.  See, e.g., Maine v. Taylor, 477 U. S.
131, 139 (1986) (requiring an -unambiguous indication
of congressional intent- to insulate -otherwise invalid
state legislation- from judicial dormant Commerce
Clause scrutiny); Northwest Airlines, Inc. v. County of
Kent, 510 U. S. ___, ___, and n. 19 (1994) (slip op. at
17, and n. 19) (same).

                      2
 As in Container Corp. and Wardair, we discern no
-specific indications of congressional intent- to bar the
state action here challenged.  Our decision upholding
California's franchise tax in Container Corp. left the ball
in Congress' court; had Congress, the branch responsible
for the regulation of foreign commerce, see U. S. Const.,
Art. I, 8, cl. 3, considered nationally uniform use of
separate accounting -essential,- Japan Line, supra, at
448, it could have enacted legislation prohibiting the
States from taxing corporate income based on the world-
wide combined reporting method.  In the 11 years that
have elapsed since our decision in Container Corp.,
Congress has failed to enact such legislation.
 In the past three decades-both before and after Con-
tainer Corp.-Congress, aware that foreign governments
were displeased with States' worldwide combined report-
ing requirements, has on many occasions studied
state taxation of multinational enterprises.  The nu-
merous bills introduced have varied, but all would have
prohibited the California reporting requirement here
challenged.  One group of bills would have prohibited
States using combined reporting from compelling inclu-
sion, in the combined reporting group, of corporate
affiliates whose income was derived substantially from
sources outside the United States.  Another set would
have barred the States from requiring taxpayers to
report any income that was not subject to federal in-
come tax; thus, -foreign source income- of foreign
corporations ordinarily would not be reported.  See
supra, at 5, n. 5.  None of these bills, however, was
enacted.
 The history of Senate action on a United States/United
Kingdom tax treaty, to which we referred in Container
Corp., see 463 U. S., at 196, reinforces our conclusion
that Congress implicitly has permitted the States to use
the worldwide combined reporting method.  As originally
negotiated by the President, this treaty-known as the
Convention for Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with Respect to Taxes on
Income and Capital Gains-would have precluded States
from requiring that United Kingdom-controlled corporate
taxpayers use combined reporting to compute their state
income.  See Art. 9(4), 31 U. S. T. 5670, 5677,
T. I. A. S. No. 9682.  The Senate rejected this ver-
sion of the treaty, 124 Cong. Rec. 18670 (1978), and
ultimately ratified the agreement, id., at 19076, -subject
to the reservation that the provisions of [Article 9(4)]
. . . shall not apply to any political subdivision or local
authority of the United States.-  Id., at 18416.  The
final version of the treaty prohibited state tax discrimi-
nation against British nationals, Art. 2(4), 31 U. S. T.
5671; Art. 24, id., at 5687-5688, but did not require
States to use separate accounting or water's edge appor-
tionment of income.  Id., at 5709.
 Given these indicia of Congress' willingness to tolerate
States' worldwide combined reporting mandates, even
when those mandates are applied to foreign corporations
and domestic corporations with foreign parents, we
cannot conclude that -the foreign policy of the United
States-whose nuances . . . are much more the province
of the Executive Branch and Congress than of this
Court-is [so] seriously threatened,- Container Corp.,
supra, at 196, by California's practice as to warrant our
intervention.  This Court has no constitutional au-
thority to make the policy judgments essential to regu-
lating foreign commerce and conducting foreign affairs.
Matters relating -to the conduct of foreign relations . . .
are so exclusively entrusted to the political branches of
government as to be largely immune from judicial in-
quiry or interference.-  Harisiades v. Shaughnessy, 342
U. S. 580, 589 (1952).  For this reason, Barclays' and
its amici's argument that California's worldwide com-
bined reporting requirement is unconstitutional because
it is likely to provoke retaliatory action by foreign gov-
ernments is directed to the wrong forum.  The judi-
ciary is not vested with power to decide -how to balance
a particular risk of retaliation against the sovereign
right of the United States as a whole to let the States
tax as they please.-  Container Corp., 463 U. S., at 194.

                      3
 To support its argument that California's worldwide
combined reporting method impermissibly interferes
with the Federal Government's ability to -speak with
one voice,- and to distinguish Container Corp., Colgate
points to a series of Executive Branch actions, state-
ments, and amicus filings, made both before and after
our decision in Container Corp.  Colgate contends
that, taken together, these Executive pronouncements
constitute a -clear federal directive- proscribing States'
use of worldwide combined reporting.  Brief for Peti-
tioner in No. 92-1839, p. 36, quoting Container Corp.,
supra, at 194.
 The Executive statements to which Colgate refers,
however, cannot perform the service for which Colgate
would enlist them.  The Constitution expressly grants
Congress, not the President, the power to -regulate
Commerce with foreign Nations.-  U. S. Const., Art. I.,
8, cl. 3.  As we have detailed, supra, at 25-29, and nn.
23-27, Congress has focused its attention on this issue,
but has refrained from exercising its authority to pro-
hibit state-mandated worldwide combined reporting.
That the Executive Branch proposed legislation to out-
law a state taxation practice, but encountered an unre-
ceptive Congress, is not evidence that the practice inter-
fered with the Nation's ability to speak with one voice,
but is rather evidence that the preeminent speaker
decided to yield the floor to others.  Cf. Itel Containers
Int'l Corp. v. Huddleston, 507 U. S. ___, ___ (1993) (slip
op., at 4) (Scalia, J., concurring in part and concurring
in judgment) (-[The President] is better able to decide
than we are which state regulatory interests should
currently be subordinated to our national interest in
foreign commerce.  Under the Constitution, however,
neither he nor we were to make that decision, but only
the Congress.-).
 Congress may -delegate very large grants of its power
over foreign commerce to the President,- who -also
possesses in his own right certain powers conferred by
the Constitution on him as Commander-in-Chief and as
the Nation's organ in foreign affairs.-  Chicago & South-
ern Air Lines, Inc. v. Waterman S.S. Corp., 333 U. S.
103, 109 (1948).  We need not here consider the scope
of the President's power to preempt state law pursuant
to authority delegated by a statute or a ratified treaty;
nor do we address whether the President may displace
state law pursuant to legally binding executive agree-
ments with foreign nations made -in the absence of
either a congressional grant or denial of authority,
[where] he can only rely upon his own independent
powers.-  Youngstown Sheet & Tube Co. v. Sawyer, 343
U. S. 579, 637 (1952) (Jackson, J., concurring).  The
Executive Branch actions-press releases, letters, and
amicus briefs-on which Colgate here relies are merely
precatory.  Executive Branch communications that ex-
press federal policy but lack the force of law cannot
render unconstitutional California's otherwise valid,
congressionally condoned, use of worldwide combined
reporting.

                  *   *   *
 The Constitution does -`not make the judiciary the
overseer of our government.'-  Dames & Moore v.
Regan, 453 U. S. 654, 660 (1981), quoting Youngstown
Sheet & Tube Co. v. Sawyer, supra, at 594 (Frankfurter,
J., concurring).  Having determined that the taxpayers
before us had an adequate nexus with the State, that
worldwide combined reporting led to taxation which was
fairly apportioned, nondiscriminatory, fairly related to
the services provided by the State, and that its imposi-
tion did not result inevitably in multiple taxation, we
leave it to Congress-whose voice, in this area, is the
Nation's-to evaluate whether the national interest is
best served by tax uniformity, or state autonomy.  Ac-
cordingly, the judgments of the California Court of
Appeal are
                                    Affirmed.