 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
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 Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

          Syllabus

KRAFT GENERAL FOODS, INC. v. IOWA DEPART-
                             MENT OF REVENUE AND FINANCE
certiorari to the supreme court of iowa
No. 90-1918.   Argued April 22, 1992"Decided June 18, 1992

The Iowa statute that imposes a business tax on corporations uses the
federal tax code's definition of ``net income'' with certain adjustments.
Like the federal scheme, Iowa allows corporations to take a deduction
for dividends received from domestic, but not foreign, subsidiaries.
However, unlike the federal scheme, Iowa does not allow a credit for
taxes paid to foreign countries.  Petitioner Kraft General Foods, Inc.,
a unitary business with operations in the United States and several
foreign countries, deducted its foreign subsidiary dividends from its
taxable income on its 1981 Iowa return, notwithstanding the contrary
provisions of Iowa law.  Respondent Iowa Department of Revenue
and Finance (Iowa) assessed a deficiency, which Kraft challenged in
administrative proceedings and subsequently in Iowa courts.  The
Iowa Supreme Court rejected Kraft's argument that the disparate
treatment of domestic and foreign subsidiary dividends violated the
Commerce Clause of the Federal Constitution, holding that Kraft
failed to demonstrate that the taxing scheme gave Iowa businesses
a commercial advantage over foreign commerce.
Held:The Iowa statute facially discriminates against foreign commerce
in violation of the Foreign Commerce Clause.  It is indisputable that
the statute treats dividends received from foreign subsidiaries less
favorably than those received from domestic subsidiaries by including
the former, but not the latter, in taxable income.  None of the several
arguments made by Iowa and its amici"that, since a corporation's
domicile does not necessarily establish that it is engaged in either
foreign or domestic commerce, the disparate treatment is not discrim-
ination based on the business activity's location or nature; that a
taxpayer can avoid the discrimination by changing a subsidiary's
domicile from a foreign to a domestic location; that the statute does
not treat Iowa subsidiaries more favorably than those located else-
where; that the benefit to domestic subsidiaries might be offset by
the taxes imposed on them by other States and the Federal Govern-
ment; and that the statute is intended to promote administrative
convenience rather than economic protectionism"justifies Iowa's
differential treatment of foreign commerce.  Pp.4-11.
465 N.W.2d 664, reversed and remanded.

Stevens, J., delivered the opinion of the Court, in which White,
O'Connor, Scalia, Kennedy, Souter, and Thomas, JJ., joined.
Rehnquist, C. J., filed a dissenting opinion, in which Blackmun, J.,
joined.


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--------
                       No. 90-1918
                        --------
        KRAFT GENERAL FOODS, INC., PETITIONER v.
                    IOWA DEPARTMENT OF REVENUE
                            AND FINANCE
        on writ of certiorari to the supreme court of iowa
                          [June 18, 1992]

       Justice Stevens delivered the opinion of the Court.
       In 1981 petitioner Kraft General Foods, Inc. (Kraft)
operated a unitary business throughout the United States
and in several foreign countries.  Because part of its
business was conducted in Iowa, Kraft was subject to the
Iowa Business Tax on Corporations.  At issue in this case
is Iowa's inclusion in the tax base of the dividends that
Kraft received from six subsidiaries, each of which was
incorporated and conducted its business in a foreign
country.  While Iowa taxes the dividends that a corpora-
tion receives from its foreign subsidiaries, Iowa does not
tax dividends received from domestic subsidiaries.  The
question presented is whether the disparate treatment of
dividends from foreign and from domestic subsidiaries
violates the Foreign Commerce Clause.
                            I
       The Iowa statute uses the federal definition of  net
income with certain adjustments.  For federal tax pur-
poses, corporations are generally allowed a deduction for
dividends received from domestic subsidiaries.  As the
earnings of the domestic subsidiaries, themselves, are
subject to federal taxation, this deduction avoids a second
federal tax on those earnings.  The Federal Government
generally does not tax the earnings of foreign subsidiaries,
and the dividends paid by foreign subsidiaries are not
deductible.  The parent corporation, however, does receive
a credit for the foreign taxes paid on the dividends and on
the underlying foreign earnings.  Like the deduction for
domestic subsidiary dividends, the foreign tax credit is
intended to mitigate multiple taxation of corporate earn-
ings.
       In following the federal scheme for the calculation of
taxable income, Iowa allows a deduction for dividends
received from domestic subsidiaries, but not for those
received from foreign subsidiaries.  Iowa does not directly
tax the income of a subsidiary unless the subsidiary, itself,
does business in Iowa.  Thus, if a domestic subsidiary
transacts business in Iowa, its income is taxed, but if it
does not do business in Iowa, neither its income nor the
dividends paid to its parent are taxed.  In the case of the
foreign subsidiary doing business abroad, Iowa does not tax
the corporate income, but does tax the dividends paid to the
parent.  Unlike the Federal Government, Iowa does not
allow a credit for taxes paid to foreign countries.  See 465
N.W.2d 664, 665 (Iowa 1991).
       In computing its taxable income on its 1981 Iowa return,
Kraft deducted foreign subsidiary dividends, notwithstand-
ing contrary provisions of Iowa law.  Respondent Iowa
Department of Revenue and Finance (Iowa) assessed a
deficiency.  After its administrative protest was denied,
Kraft challenged the assessment in Iowa courts, alleging
that the disparate treatment of domestic and foreign
subsidiary dividends violated the Commerce Clause and the
Equal Protection Clause of the Federal Constitution.
The Iowa Supreme Court rejected the Commerce Clause
claim because petitioner failed to demonstrate  that Iowa
businesses receive a commercial advantage over foreign
commerce due to Iowa's taxing scheme.  Id., at 668.  In
considering Kraft's challenge under the Equal Protection
Clause, the court found that Iowa's use of the federal
formula for calculation of taxable income was convenient
both for the taxpayer and for the State.  Concluding that
the Iowa statute was rationally related to the goal of
administrative efficiency, the Iowa Supreme Court held that
the statute did not violate equal protection.  Id., at 669.  We
granted certiorari.  502 U. S. ___  (1992).
                                II
       The principal dispute between the parties concerns
whether, on its face, the Iowa statute discriminates against
foreign commerce.  It is indisputable that the Iowa statute
treats dividends received from foreign subsidiaries less
favorably than dividends received from domestic subsidiar-
ies.  Iowa includes the former, but not the latter, in the
calculation of taxable income.  While admitting that the two
kinds of dividends are treated differently, Iowa and its
amici advance several arguments in support of the proposi-
tion that this differential treatment does not constitute
prohibited discrimination against foreign commerce.
       Amicus United States notes that a subsidiary's place of
incorporation does not necessarily correspond to the locus
of its business operations.  A domestic corporation might do
business abroad, and its dividends might reflect earnings
from its foreign activity.  Conversely, a foreign corporation
might do business in the United States, with its dividend
payments reflecting domestic business operations.  On this
basis, the United States contends that the disparate
treatment of dividends from foreign and domestic subsidiar-
ies does not translate into discrimination based on the
location or nature of business activity and is thus not
prohibited by the Commerce Clause.
       We recognize that the domicile of a corporation does not
necessarily establish that it is engaged in either foreign or
domestic commerce.  In this case, however, it is stipulated
that the foreign subsidiaries did, in fact, operate in foreign
commerce and, further, that the decision to do business
abroad through foreign subsidiaries is typically supported
by legitimate business reasons.  By its nature, a unitary
business is characterized by a flow of value among its
components.  See Container Corp. of America v. Franchise
Tax Board, 463 U. S. 159, 178 (1983).  The flow of value
between Kraft and its foreign subsidiaries clearly consti-
tutes foreign commerce; this flow includes the foreign
subsidiary dividends, which, as Iowa acknowledges, them-
selves constitute foreign commerce.
       Moreover, through the interplay of the federal and Iowa
tax statutes, the applicability of the Iowa tax necessarily
depends not only on the domicile of the subsidiary, but also
on the location of the subsidiary's business activities.  The
Federal Government generally taxes the income that a
foreign corporation earns in the United States.  To avoid
multiple taxation, the Government allows a deduction for
foreign subsidiary dividends that reflect such domestic
earnings.  In adopting the federal pattern, Iowa also
allows a deduction for dividends received from a foreign
subsidiary if the dividends reflect business activity in the
United States.  Accordingly, while the dividends of all
domestic subsidiaries are excluded from the Iowa tax base,
the dividends of foreign subsidiaries are excluded only to
the extent they reflect domestic earnings.  In sum, the
only subsidiary dividend payments taxed by Iowa are those
reflecting the foreign business activity of foreign subsidiar-
ies.  We do not think that this discriminatory treatment can
be justified on the ground that some of the (untaxed)
dividend payments from domestic subsidiaries also reflect
foreign earnings.
       In a related argument, Iowa and amicus United States
assert that Kraft could conduct its foreign business through
domestic subsidiaries instead of foreign subsidiaries or,
alternatively, could set up a domestic company to hold the
stock of the foreign subsidiaries and receive the foreign
dividend payments.  In either case, Kraft, itself, would
receive no dividends from foreign subsidiaries and would
thus avoid paying Iowa tax on income attributable to the
foreign operations.  Iowa and the United States contend
that these alternatives further demonstrate that it is not
foreign commerce, but, at most, a particular form of
corporate organization that is burdened.
       This argument is not persuasive.  Whether or not the
suggested methods of tax avoidance would be practical as
a business matter, and whether or not they might generate
adverse tax consequences in other jurisdictions, we do not
think that a State can force a taxpayer to conduct its
foreign business through a domestic subsidiary in order to
avoid discriminatory taxation of foreign commerce.  Cf.
Metropolitan Life Ins. Co. v. Ward, 470 U. S. 869, 878-879
(1985).  We have previously found that the Commerce
Clause is not violated when the differential tax treatment
of two categories of companies  results solely from differ-
ences between the nature of their businesses, not from the
location of their activities.  Amerada Hess Corp. v. Direc-
tor, N. J. Taxation Division, 490 U. S. 66, 78 (1989).  We
find no authority for the different proposition advanced here
that a tax that does discriminate against foreign commerce
may be upheld if a taxpayer could avoid that discrimination
by changing the domicile of the corporations through which
it conducts its business.  Our cases suggest the contrary.
See Westinghouse Electric Corp. v. Tully, 466 U. S. 388, 406
(1984); Halliburton Oil Well Cementing Co. v. Reily, 373
U. S. 64, 72 (1963).
       Repeating the argument that prevailed in the Iowa
Supreme Court, Iowa next insists that its tax system does
not violate the Commerce Clause because it does not favor
local interests.  To the extent corporations do business in
Iowa, an apportioned share of their entire corporate income
is subject to Iowa tax.  In the case of a foreign subsidiary
doing business abroad, Iowa would tax the dividends paid
to the domestic parent, but would not tax the subsidiary's
earnings.  Summarizing this analysis, Iowa asserts:   More
earnings of the domestic subsidiary, which has income
producing activities in Iowa, than earnings of the foreign
subsidiary, which has no Iowa activities, are included in the
preapportioned net income base for the unitary business as
a whole.  Brief for Respondent 19.  Far from favoring local
commerce, Iowa argues, the tax system places additional
burdens on Iowa businesses.
      We agree that the statute does not treat Iowa subsidiar-
ies more favorably than subsidiaries located elsewhere.  We
are not persuaded, however, that such favoritism is an
essential element of a violation of the Foreign Commerce
Clause.  In Japan Line, Ltd. v. County of Los Angeles, 441
U. S. 434 (1979), we concluded that the constitutional
prohibition against state taxation of foreign commerce is
broader than the protection afforded to interstate com-
merce, id., at 445-446, in part because matters of concern
to the entire Nation are implicated, id., at 448-451.  Like
the Import-Export Clause, the Foreign Commerce Clause
recognizes that discriminatory treatment of foreign com-
merce may create problems, such as the potential for
international retaliation, that concern the Nation as a
whole.  Id., at 450.  So here, we think that a State's
preference for domestic commerce over foreign commerce is
inconsistent with the Commerce Clause even if the State's
own economy is not a direct beneficiary of the discrimina-
tion.  As the absence of local benefit does not eliminate the
international implications of the discrimination, it cannot
exempt such discrimination from Commerce Clause prohibi-
tions.
       Iowa and amicus United States also assert the stronger
claim that Iowa's tax system does not favor business
activity in the United States generally over business
activity abroad.  If true, this would indeed suggest that the
statute does not discriminate against foreign commerce.
We are not convinced, however, that this description
adequately characterizes the relevant features of the Iowa
statute.  It is true that if a subsidiary were located in
another State, its earnings would be subject to taxation by
the Federal Government and by the other State (assuming
that the State was one of the great majority that impose a
corporate income tax).  This state and federal tax burden
might exceed the sum of the foreign tax that a foreign
subsidiary would pay and the tax that Iowa collects on
dividends received from a foreign subsidiary.  But whatever
the tax burdens imposed by the Federal Government or by
other States, the fact remains that Iowa imposes a burden
on foreign subsidiaries that it does not impose on domestic
subsidiaries.  We have no reason to doubt the assertion
of the United States that  [i]n evaluating the alleged facial
discrimination effected by the Iowa tax, it is not proper to
ignore the operation of other provisions of the same stat-
ute.  Brief for United States 14, n. 19 (emphasis added).
We find no authority, however, for the principle that
discrimination against foreign commerce can be justified if
the benefit to domestic subsidiaries might happen to be
offset by other taxes imposed not by Iowa, but by other
States and by the Federal Government.
       Finally, Iowa insists that even if discrimination against
foreign commerce does result, the statute is valid because
it is intended to promote administrative convenience rather
than economic protectionism.  Iowa contends that the
adoption of the federal definition of  taxable income, which
includes foreign subsidiary dividends, provides significant
advantages both to the taxpayers and to the taxing authori-
ties.  Taxpayers may compute their Iowa tax easily based
on their federal calculations, and the Iowa authorities may
rely on federal regulations and interpretations and may
take advantage of federal efforts to monitor taxpayer
compliance.  See 465 N.W.2d, at 669.
       We do not minimize the value of having state forms and
auditing procedures replicate federal practice.  Absent a
compelling justification, however, a State may not advance
its legitimate goals by means that facially discriminate
against foreign commerce.  See Philadelphia v. New Jersey,
437 U. S. 617, 626-628 (1978); Maine v. Taylor, 477 U. S.
131, 148, n. 19 (1986).  In this instance, Iowa could enjoy
substantially the same administrative benefits by utilizing
the federal definition of taxable income, while making
adjustments that avoid the discriminatory treatment of
foreign subsidiary dividends.  Many other States have
adopted this approach.  It is apparent, then, that this is
not a case in which the State's goals  cannot be adequately
served by reasonable nondiscriminatory alternatives.  New
Energy Co. of Indiana v. Limbach, 486 U. S. 269, 278
(1988).  Even if such adjustments would diminish the
administrative benefits of adopting federal definitions, this
marginal loss in convenience would not constitute the kind
of serious health and safety concern that we have some-
times found sufficient to justify discriminatory state
legislation.  Cf. Maine v. Taylor, 477 U. S., at 151; Sporhase
v. Nebraska, 458 U. S. 941, 956-957 (1982).
                                III
       Iowa need not adopt the federal definition of taxable
income.  Nor, having chosen to follow the federal system in
part, must Iowa duplicate that scheme in all respects.  The
adoption of the federal system in whole or in part, however,
cannot shield a state tax statute from Commerce Clause
scrutiny.  The Iowa statute cannot withstand this scrutiny,
for it facially discriminates against foreign commerce and
therefore violates the Foreign Commerce Clause.
       The judgment of the Supreme Court of Iowa is reversed
and the case is remanded for further proceedings not
inconsistent with this opinion.
       It is so ordered.


          SUPREME COURT OF THE UNITED STATES--------
                       No. 90-1918
                        --------
        KRAFT GENERAL FOODS, INC., PETITIONER v.
                    IOWA DEPARTMENT OF REVENUE
                            AND FINANCE
        on writ of certiorari to the supreme court of iowa
                          [June 18, 1992]

       Chief Justice Rehnquist, with whom Justice Black-
mun joins, dissenting.
       Petitioner in this case limits its Commerce Clause
challenge to a single argument"that Iowa's taxing scheme
unconstitutionally discriminates against foreign commerce.
It has brought a facial challenge to the Iowa taxing scheme.
The burden on one making a facial challenge to the consti-
tutionality of a statute is heavy; the litigant must show that
 no set of circumstances exists under which the Act would
be valid.  The fact that [the tax] might operate unconstitu-
tionally under some conceivable set of circumstances is
insufficient to render it wholly invalid.  United States v.
Salerno, 481 U. S. 739, 745 (1987).
       The only case dealing with the foreign commerce clause
substantially relied on by the Court in its opinion upholding
petitioner's challenge to the Iowa statute is Japan Line,
Ltd. v. County of Los Angeles, 441 U. S. 434 (1979).  It is
important, therefore, to note how different are the facts in
that case from those in the present one.  In Japan Line,
California had levied a nondiscriminatory ad valorem
property tax on cargo containers which were owned by
Japanese shipping companies based in Japan, had their
home ports in Japan, and were used exclusively in foreign
commerce.  The containers were physically present in
California for a fractional part of the year, but only as a
necessary incident of their employment in foreign com-
merce.  Japan levied no tax on similarly situated property
of United States shipping companies.
  In Container Corp. of America v. Franchise Tax Board,
463 U. S. 159 (1983), where we upheld a California fran-
chise tax against a claim of violation of the Foreign Com-
merce Clause, we noted at least two distinctions between
that case and our earlier decision in Japan Line.  First, the
tax there imposed was not on a foreign entity, but on a
domestic corporation.  Second, the United States did not file
a brief urging that the tax be struck down.  463 U. S., at
196.  In the present case, like Container Corporation, the
Iowa tax is imposed on a domestic corporation, not on a
foreign entity.  And in the present case, the Executive
Branch has not merely remained neutral, as it did in
Container Corporation, but has filed a brief urging that the
tax be sustained against the Foreign Commerce Clause
challenge.
  The Court agrees that the Iowa tax involved here does
not favor subsidiaries incorporated in Iowa over foreign
subsidiaries, but points out that the tax does favor subsid-
iaries incorporated in other States over foreign subsidiaries.
Iowa obviously has no selfish motive to accomplish such a
result, and the absence of such a motive is strong indication
that none of the local advantage which has so often charac-
terized our Commerce Clause decisions is sought here.  See,
e.g., Bacchus Imports, Ltd. v. Dias, 468 U. S. 263, 268
(1984).  Indeed, the petitioner carries on operations in Iowa,
where the ``State's own political processes [can] serve as a
check against unduly burdensome regulations.  Kassel v.
Consolidated Freightways Corp. of Delaware, 450 U. S. 662,
675 (1981).
  But assuming that it is sufficient to show simply that
non-Iowa domestic  commerce enjoys a benefit not enjoyed
by foreign  commerce, the Court surely errs in concluding
that such a showing has been made in the present case.
Because petitioner has chosen to make a facial challenge to
the Iowa statute, the record is largely devoid of any
evidence to suggest that Iowa's taxing scheme systematical-
ly works to discourage foreign commerce to the advantage
of its domestic counterpart.
  Petitioner's failures in this respect are severalfold.  First,
it is unclear on the present record what amount of foreign
commerce is affected by the Iowa statute.  The difficulty
flows from our inability to make any useful generalizations
about a corporation's business activity based solely on the
corporation's country of incorporation.  The Court recogniz-
es that, in this era of substantial international trade, it is
simpleminded to assume that a corporation's foreign
domicile necessarily reflects that it is principally, or even
substantially, engaged in foreign commerce.  Ante, at 5.  To
the contrary, foreign domiciled corporations may engage in
little or even zero foreign activity.  In such cases, the
suggestion that Iowa's tax has any real effect on foreign
commerce is absurd; petitioner certainly has not demon-
strated  by `clear and cogent evidence' that [the state tax]
results in extraterritorial values being taxed in all cases.
Franchise Tax Board, 463 U. S., at 175.  In turn, Iowa's tax
can hardly be found to always unconstitutionally discrimi-
nate against foreign commerce.  Given that petitioner's
burden is to demonstrate that there are no circumstances
in which Iowa's statute could be constitutionally applied,
the existence of such a possibility should be fatal to
petitioner's chances of success in this case.
  The Court suggests that, even if foreign domiciled
corporations are involved in no foreign trade, the dividend
payments from subsidiary to parent are themselves  foreign
commerce.  Ibid.  Again, this may be true in certain
circumstances, as the payment of a dividend may represent
a real flow of capital across international boundaries.  But
certainly there are other situations where the  foreign
aspects of a transaction are extraordinarily attenuated, and
any burdening of such transactions  concomitantly would
not raise Foreign Commerce Clause concerns.  Consider, for
example, the case of a  foreign subsidiary"i.e. one that is
incorporated in a foreign country"but with operations
exclusively in the United States.  It has no assets in the
foreign country, no operations, nothing of value whatsoever.
The corporation declares a dividend payable to its United
States parent.  The payment in such circumstance may well
be accomplished simply by debiting one New York bank
account and crediting another.  To characterize this as
 foreign commerce seems to me to stretch that term beyond
all recognition.  And again, the existence of such a possibili-
ty is sufficient to undermine petitioner's facial challenge.
  The Court appears to think these problems are sur-
mounted by the parties' stipulation that petitioner's
subsidiaries operated in  foreign commerce and that
foreign subsidiaries are often established for legitimate
business reasons.  Ante, at 5.  Of course, a stipulation
between parties cannot bind this Court on a question of
law.  Moreover, even the facts that the stipulation estab-
lishes are sparse.  It tells us nothing about the ratio in
modern commerce of  real foreign subsidiaries to their
domestically oriented cousins.  Indeed, on the present
record it is impossible even to establish the scope of
operation of Kraft's subsidiaries.  Compare App. to Pet. for
Cert. 52a-53a (reporting foreign tax payments by six of
petitioner's subsidiaries) with id., at 76a-79a (listing peti-
tioner's 86 nonwholly owned subsidiaries).  Without some
greater detail, I think it is impossible to conclude that the
Iowa taxing scheme would have such real and substantial
effects that it could never survive constitutional muster.
  Finally, I cannot agree that, even if the dividend pay-
ments made taxable by the Iowa scheme are foreign
commerce, that Iowa impermissibly discriminates against
such payments.  To be sure, two Iowa corporations, one
with a foreign subsidiary and one with a domestic non-Iowa
subsidiary will in some cases pay a different total tax.  But
this does not constitute unconstitutional discrimination
because, as far as the record demonstrates, Iowa's taxing
scheme does not result in foreign commerce being systemat-
ically subject to higher tax burdens than domestic com-
merce.  Given that 45 of 50 States tax corporations on their
net income, ante, at 8, n. 21, in deciding to tax only a
foreign subsidiary's dividend payments, rather than the
subsidiary's total income, Iowa assures that the subsidiary's
tax burden is less than that faced by its domestic counter-
part.  The deduction that Iowa extends to domestically
based dividend payments simply helps to avoid what would
otherwise be the near-certainty that the domestic income
would be doubly taxed"once when earned as income by the
subsidiary and a second time when paid to the parent
corporation.
  But Iowa's attempt to take account of this near certainty
with respect to domestic earnings does not in turn require
it to make a similar assumption with respect to income
earned by foreign sources.  As amicus United States
correctly points out,  [t]he record in this case fails to
indicate even the existence, much less the nature, of such
local-level foreign taxes . . . . Nor is there any evidence to
reflect the credits or reductions that foreign local govern-
ments would apply or allow.  Brief for United States as
Amicus Curiae 15, n. 21.
  Finally, as I would reject petitioner's Foreign Commerce
Clause claim, I must go on to consider whether its Equal
Protection Claim fares any better.  It does not.  In defend-
ing a tax classification such as this, a State need only
demonstrate that the classification is rationally related to
legitimate state purposes.  Exxon Corp. v. Eagerton, 462
U. S. 176, 195 (1983).  The statute will be upheld if it could
reasonably be concluded  that the challenged classification
would promote a legitimate state purpose.  Id., at 196.
Administrative efficiency is certainly a legitimate State
interest and Iowa's reliance on the federal taxing scheme
obviously furthers its achievement.  Petitioner's claim,
therefore, must fail.
      I would uphold the Iowa tax statute against this facial
challenge.


