512us2$79Z 01-08-98 12:24:49 PAGES OPINPGT 298 OCTOBER TERM, 1993 Syllabus BARCLAYS BANK PLC v. FRANCHISE TAX BOARD OF CALIFORNIA certiorari to the court of appeal of california, third appellate district No. 92±1384. Argued March 28, 1994ÐDecided June 20, 1994* During the years at issue in these consolidated cases, California used a ªworldwide combined reportingº method to determine the corporate franchise tax owed by unitary multinational corporate group members doing business in California. California's method ®rst looked to the worldwide income of the unitary business, and then taxed a percentage of that income equal to the average of the proportions of worldwide payroll, property, and sales located within California. In contrast, the Federal Government employs a ªseparate accountingº method, which treats each corporate entity discretely for the purpose of determining income tax liability. In Container Corp. of America v. Franchise Tax Bd., 463 U. S. 159, this Court upheld the California scheme as applied to domestic-based multinationals, but did not address the constitutionality of the scheme as applied to domestic corporations with foreign parents or to foreign corporations with foreign parents or foreign subsidiaries. Both petitioner Barclays Bank PLC (Barclays)Ða foreign multina- tionalÐand petitioner Colgate-Palmolive Co. (Colgate)Ða domestic mul- tinationalÐhave operations in California. In separate cases, two mem- bers of the Barclays group and Colgate were denied refunds by the California authorities. Held: The Constitution does not impede application of California's tax to Barclays and Colgate. Pp. 310±331. (a) Absent congressional approval, a state tax on interstate or foreign commerce will not survive Commerce Clause scrutiny if the taxpayer demonstrates that the tax (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 the State provides. Complete Auto Transit, Inc. v. Brady, 430 U. S. 274, 279. A tax affecting foreign commerce raises two additional con- cerns: one prompted by the ªenhanced risk of multiple taxation,º Con- tainer Corp., 463 U. S., at 185, and the other related to the Fed- eral Government's capacity to ª `speak with one voice when regulating *Together with No. 92±1839, Colgate-Palmolive Co. v. Franchise Tax Board of California, also on certiorari to the same court. 512us2$79Z 01-08-98 12:24:49 PAGES OPINPGT Cite as: 512 U. S. 298 (1994) 299 Syllabus commercial relations with foreign governments,' º Japan Line, Ltd. v. County of Los Angeles, 441 U. S. 434, 449. California's tax easily meets all but the third of the Complete Auto criteria. As to the third, Barclays has not shown that the system in fact operates to impose inordinate compliance burdens on foreign enterprises, and its claim of unconstitutional discrimination against foreign commerce thus fails. Pp. 310±314. (b) Nor has Barclays shown that California's ªreasonable approxima- tionsº method of reducing the compliance burden is incompatible with due process. Barclays argues that California employs no standard to determine what approximations will be accepted, but Barclays has pre- sented no example of an approximation California rejected as unreason- able. Furthermore, the state judiciary has construed California law to curtail the discretion of state tax of®cials, and the State has afforded Barclays the opportunity to seek clari®cation of the meaning of the rele- vant regulations. Rules governing international multijurisdictional in- come allocation have an inescapable imprecision given the subject mat- ter's complexity, and rules against vagueness are not mechanically applied; rather, their application is tied to the nature of the enactment. Pp. 314±316. (c) California's system does not expose foreign multinationals, such as Barclays, to constitutionally intolerable multiple taxation. In the face of a similar challenge, Container Corp. approved this very tax when applied to a domestic-based multinational. The considerations that in- formed the Container Corp. decision are not dispositively diminished when the tax is applied to a foreign-based enterprise. Multiple taxa- tion is not the inevitable result of California's tax, and the alternative reasonably available to the StateÐseparate accountingÐcannot elimi- nate, and in some cases may even enhance, the risk of double taxation. Pp. 316±320. (d) California's scheme also does not prevent the Federal Government from speaking with ªone voiceº in international trade. Congress holds the control rein in this area. In the 11 years since Container Corp., Congress has not barred States from using the worldwide combined reporting method. In the past three decades, aware that foreign gov- ernments deplored use of the method, Congress nevertheless failed to enact any of numerous bills, or to ratify a treaty provision, that would have prohibited the practice. Executive Branch actions, statements, and amicus ®lings do not supply the requisite federal directive proscrib- ing States' use of worldwide combined reporting, for the regulatory au- thority is Congress' to wield. Executive Branch communications that express federal policy but lack the force of law cannot render unconstitu- 512us2$79Z 01-08-98 12:24:49 PAGES OPINPGT 300 BARCLAYS BANK PLC v. FRANCHISE TAX BD. OF CAL. Syllabus tional California's otherwise valid, congressionally condoned scheme. Pp. 320±331. No. 92±1384, 10 Cal. App. 4th 1742, 14 Cal. Rptr. 2d 537, and No. 92±1839, 10 Cal. App. 4th 1768, 13 Cal. Rptr. 2d 761, af®rmed. Ginsburg, J., delivered the opinion of the Court, in which Rehnquist, C. J., and Blackmun, Stevens, Kennedy, and Souter, JJ., joined, and in all but Part IV±B of which Scalia, J., joined. Blackmun, J., ®led a concurring opinion, post, p. 331. Scalia, J., ®led an opinion concurring in part and concurring in the judgment, post, p. 331. O’Connor, J., ®led an opinion concurring in the judgment in part and dissenting in part, in which Thomas, J., joined, post, p. 332. Joanne M. Garvey argued the cause for petitioner in No. 92±1384. With her on the briefs were Joan K. Irion, Miles N. Ruthberg, and Teresa A. Maloney. James P. Kleier ar- gued the cause for petitioner in No. 92±1839. With him on the briefs were Walter Hellerstein, Prentiss Willson, Jr., Clare M. Rathbone, and Franklin C. Latcham. Timothy G. Laddish, Assistant Attorney General of Cali- fornia, argued the cause for respondent in both cases. With him on the brief for respondent in No. 92±1384 were Daniel E. Lungren, Attorney General of California, Robert D. Milam, Deputy Attorney General, and Benjamin F. Miller. Mr. Lungren, Lawrence K. Keethe, Supervising Deputy At- torney General of California, John D. Schell, Deputy Attor- ney General, and Claudia K. Land ®led a brief for respond- ent in No. 92±1839. Solicitor General Days argued the cause for the United States as amicus curiae urging af®rmance in both cases. With him on the brief were Assistant Attorney General Argrett and Deputy Solicitor General Wallace.² ²Kendall L. Houghton and William D. Peltz ®led a brief for the Com- mittee on State Taxation as amicus curiae urging reversal in both cases. Briefs of amici curiae urging reversal in No. 92±1384 were ®led for the Government of the United Kingdom by Jerome B. Libin and William H. Morris; for the Member States of the European Communities et al. by Messrs. Libin and Morris; for Banque Nationale de Paris by Roy E. Craw- ford and Russell D. Uzes; for the Confederation of British Industry by Lee H. Spence; for the Council of Netherlands Industrial Federations by 512us2$79P 01-08-98 12:24:49 PAGES OPINPGT Cite as: 512 U. S. 298 (1994) 301 Opinion of the Court Justice Ginsburg delivered the opinion of the Court. Eleven years ago, in Container Corp. of America v. Fran- chise Tax Bd., 463 U. S. 159 (1983), this Court upheld Califor- nia's income-based corporate franchise tax, as applied to a F. Eugene Wirwahn; for the Federation of German Industries et al. by Mr. Wirwahn; for Keidanren (Japan Federation of Economic Organizations) by C. David Swenson, Dennis I. Meyer, Leonard B. Terr, and Harry A. Franks, Jr.; for the Japan Tax Association by John A. Sturgeon; for the Or- ganization for International Investment Inc. et al. by James Merle Carter; for Reuters Ltd. by Steven Alan Reiss and Philip T. Kaplan; and for the Washington Legal Foundation by Daniel J. Popeo and Richard A. Samp. Briefs of amici curiae urging reversal in No. 92±1839 were ®led for the Chamber of Commerce of the United States by Timothy B. Dyk, Beth Heifetz, Robin S. Conrad, Mona C. Zeiberg, and Jan S. Amundson; and for the National Foreign Trade Council, Inc., et al. by Philip D. Morrison and Mary C. Bennett. Briefs of amici curiae urging af®rmance in both cases were ®led for the State of Alaska et al. by Bruce M. Botelho, Attorney General of Alaska, and Lauri J. Adams, Assistant Attorney General, and by the Attorneys General for their respective States as follows: Joseph P. Mazurek of Mon- tana, Jeffrey R. Howard of New Hampshire, and Theodore R. Kulongoski of Oregon; for the State of New Mexico et al. by Tom Udall, Attorney General of New Mexico, Daniel Yohalen, Assistant Attorney General, and Bruce J. Fort and Frank D. Katz, Special Assistant Attorneys General, and by the Attorneys General for their respective States as follows: Win- ston Bryant of Arkansas, Gale A. Norton of Colorado, Larry EchoHawk of Idaho, Michael E. Carpenter of Maine, and Jeffrey B. Pine of Rhode Island; for the State of North Dakota et al. by M. K. Heidi Heitkamp, Attorney General of North Dakota, and Donnita A.