Mr. Justice Brewer,

after stating the case, delivered the opinion of the court.

Inasmuch as the testimony has not been preserved, we must assume that it was sufficient to substantiate the charges in the indictments; that this was a. scheme and artifice to defraud, and that the defendant did not intend that the bonds should mature, or that although money was received any should be returned, but that it should be appropriated to his own use. In other words, he was trying to entrap the unwary, and to secure money from them on the faith of a scheme glittering and attractive in form, yet unreal and deceptive in fact, and known to him to be such. So far as the moral element is concerned it must be taken that the defendant’s guilt, was established.

But the contention on his part is that the statute reaches only such , cases as, at common law, would come within the definition of “false pretences,” in order to make out which there must be a misrepresentation as to some existing fact and not a mere promise as to the future. It is urged that. there was no misrepresentation as to the existence or solvency of the corporation, the Provident Bond and Investment Company, or as to its modes of doing business, no suggestion that it failed to issue its bonds to any and every one advancing the required dues, or that its promise of payment according to the conditions named in the bond was not a valid and binding promise. And then, as counsel say in their brief, “it [the indictment] discloses on its face absolutely nothing but an in*313tention to commit a violation of a contract. If there be one principle of criminal law that is absolutely settled by an overwhelming avalanche of authority it is that fraud either in the civil courts or in the criminal courts must be the misrepresentation of an existing or a past fact, and cannot consist of the mere intention not to carry out a contract in the future.”

The question thus presented is one of vital importance, and underlies both cases. We cannot agree with counsel. The statute is broader than is claimed. Its letter shows this: “ Any scheme or artifice to defraud.” • Some schemes may be promoted through mere representations and promises as to the future, yet are none the less schemes and artifices to defraud. Punishment because of the fraudulent purpose is no new thing. As said by Mr. Justice Brown, in Evans v. United States, 153 U. S. 584, 592, “ if a person buy goods on credit in good faith, knowing that he is unable to pay for them at the time, but believing that he will be able to pay for them at the maturity of the bill, he is guilty of no offence even if he be disappointed in making such payment. But if he purchases them, knowing that he will not be able to pay for them, and with an intent to cheat the vendor, this is a plain fraud, and made punish.able as such by statutes in many of the States.”

But beyond the letter of the statute is the evil sought to be remedied, which is always significant in determining the meaning. It is common knowledge that nothing is more alluring than the expectation of receiving large returns on ¡small investments. Eagerness to take the chances of large gains lies at the foundation of all lottery schemes, and, even when the matter of chance is eliminated, any scheme or plan which holds out the prospect of receiving more than is parted with appeals to the cupidity of all.

In tbe light of this the statute must be read, and so read it includes everything designed to defraud by representations as to the past or present, or suggestions and promises as to the future. The significant fact is the intent and purpose. The question presented by this indictment to the jury was not, as counsel insist, whether the business scheme suggested in this bond was practicable or not. If the testimony had shown *314that this Provident company, and the defendant, as its president, had entered in good faith upon that business, believing that out of the moneys received they could by investment or otherwise make enough to justify the promised returns, no conviction could be sustained, no matter how visionary might seem the scheme. The charge is that in putting forth this scheme it was not the intent of the defendant to make an honest effort for its success, but that he resorted to this form and pretence of a bond without a thought that he or the company would ever make good its promises. It was with the purpose of protecting the public against all such intentional efforts to despoil, and to prevent the post office from being used to carry them into effect, that this statute was passed; and it would strip it of value to confine it to such cases as disclose an. actual misrepresentation as to some existing fact, and exclude those in which is only the allurement of a specious and glittering promise. This, which is- the principal contention of counsel, must be overruled.'

The second, which applies more fully to the first than the second case, is that the indictment is defective in that it avers that in pursuance of' this fraudulent scheme twenty letters and circulars were deposited in the post office, without in any way specifying the character of those letters or circulars. It is contended that the indictment should either recite the letters, or at least by direct statements show their purpose and character, and that the names and addresses of the parties to whom the letters were sent should also be stated, so as to inform the defendant as to-what parts of his correspondence the charge of crime is made, and also to enable him to defend himself against, a subsequent indictment for the same transaction. These objections' were raised by a motion to quash the indictment, but such a motion is ordinarily addressed to the discretion of the court, and a refusal to quash is not, generally, assignable for error. Logan v. United States, 144 U. S. 263, 282.

Further, the omission to state the names of the parties intended to be defrauded and the names and addresses on the letters is satisfied by the allegation, if true, that such names and addresses are to the grand jury unknown. And parol evi*315deuce is always admissible, and sometimes necessary, to establish the defence of prior conviction or acquittal. Dunbar v. United States, 156 U. S. 185, 191.

It may be conceded that the indictment would be more satisfactory if it gave more full information as to the contents or import of these letters, so that upon its face it would be apparent that they were calculated or designed to aid in carrying into execution the scheme to defraud. But'still we think that as it stands it must be held to be sufficient. There was a partial identification of the letters, by the time and place of mailing, and the charge was that defendant “ intending in and for executing such scheme and artifice to defraud and attempting so to do, placed and caused to be placed in the post office,” - etc. This, it will be noticed, is substantially the language of the statute: If defendant had desired further specification and- identification, he could have secured it by demanding a bill of particulars. Rosen v. United States, 161 U. S. 29.

We do not wish to be understood as intimating that in order to constitute the offence it must be shown that the letters so mailed were of a nature calculated to be effective in carrying out the fraudulent scheme. It is enough if, having devised a scheme to defraud, the defendant with a view of executing it deposits in the post office letters, which he thinks may assist in carrying it into effect, although in the judgment of the jury they may be absolutely ineffective therefor.

A final objection is that the indictment in the first case is multifarious because, as claimed, it includes many offences, and In re Henry, 123 U. S. 372, 374, is cited as authority therefor, in which, in reference to a case of this nature, Chief Justice Waite said: “ Each letter so taken out or put in constitutes a separate and distinct violation of the act.” This objection was not taken until after the verdict, and hence, if of any validity, was presented too late. Connors v. United States, 158 U. S. 408, 411.

These are the only objections which require consideration, and, finding no error in them, the judgment in each of these cases is

Affirmed.

*352Justice White

delivered the opinion of the Court.

This action involves the prosecution of petitioner Gray, a former public official of the Commonwealth of Kentucky, and petitioner McNally, a private individual, for alleged violation of the federal mail fraud statute, 18 U. S. C. § 1341.1 The prosecution’s principal theory of the case, which was accepted by the courts below, was that petitioners’ participation in a self-dealing patronage scheme defrauded the citizens and government of Kentucky of certain “intangible rights,” such as the right to have the Commonwealth’s affairs conducted honestly. We must consider whether the jury charge permitted a conviction for conduct not within the scope of the mail fraud statute.

We accept for the sake of argument the Government’s view of the evidence, as follows. Petitioners and a third individual, Howard P. “Sonny” Hunt, were politically active in the Democratic Party in the Commonwealth of Kentucky during the 1970’s. After Democrat Julian Carroll was elected Governor of Kentucky in 1974, Hunt was made chairman of the state Democratic Party and given de facto control over selecting the insurance agencies from which the Commonwealth would purchase its policies. In 1975, the Wombwell Insurance Company of Lexington, Kentucky (Wombwell), which since 1971 had acted as the Commonwealth’s agent for securing a workmen’s compensation policy, agreed with Hunt that in exchange for a continued agency relationship it would share any resulting commissions in excess of $50,000 a year with other insurance agencies specified by him. The commissions in question were paid to Wombwell by the large in*353surance companies from which it secured coverage for the Commonwealth.

From 1975 to 1979, Wombwell tunneled $851,000 in commissions to 21 separate insurance agencies designated by Hunt. Among the recipients of these payments was Seton Investments, Inc. (Seton), a company controlled by Hunt and petitioner Gray and nominally owned and operated by petitioner McNally.

Gray served as Secretary of Public Protection and Regulation from 1976 to 1978 and also as Secretary of the Governor’s Cabinet from 1977 to 1979. Prior to his 1976 appointment, he and Hunt established Seton for the sole purpose of sharing in the commissions distributed by Wombwell. Wombwell paid some $200,000 to Seton between 1975 and 1979, and the money was used to benefit Gray and Hunt. Pursuant to Hunt’s direction, Wombwell also made excess commission payments to the Snodgrass Insurance Agency, which in turn gave the money to McNally.

On account of the foregoing activities, Hunt was charged with and pleaded guilty to mail and tax fraud and was sentenced to three years’ imprisonment. Petitioners were charged with one count of conspiracy and seven counts of mail fraud, six of which were dismissed before trial.2 The remaining mail fraud count was based on the mailing of a commission check to Wombwell by the insurance company from which it had secured coverage for the State. This count alleged that petitioners had devised a scheme (1) to defraud the citizens and government of Kentucky of their right to have the Commonwealth’s affairs conducted honestly, and (2) to obtain, directly and indirectly, money and other things *354of value by means of false pretenses and the concealment of material facts.3 The conspiracy count alleged that petitioners had (1) conspired to violate the mail fraud statute through the scheme just described and (2) conspired to defraud the United States by obstructing the collection of federal taxes.

After informing the jury of the charges in the indictment,4 the District Court instructed that the scheme to defraud the *355citizens of Kentucky and to obtain money by false pretenses and concealment could be made out by either of two sets of findings: (1) that Hunt had de facto control over the award of the workmen’s compensation insurance contract to Womb-well from 1975 to 1979; that he directed payments of commissions from this contract to Seton, an entity in which he had an ownership interest, without disclosing that interest to persons in state government whose actions or deliberations could have been affected by the disclosure; and that petitioners, or either of them, aided and abetted Hunt in that scheme; or (2) that Gray, in either of his appointed positions, had supervisory authority regarding the Commonwealth’s workmen’s compensation insurance at a time when Seton received commissions; that Gray had an ownership interest in Seton and did not disclose that interest to persons in state government whose actions or deliberations could have been affected by that disclosure; and that McNally aided and abetted Gray (the latter finding going only to McNally’s guilt).

The jury convicted petitioners on both the mail fraud and conspiracy counts, and the Court of Appeals affirmed the convictions. 790 F. 2d 1290 (CA6 1986). In affirming the substantive mail fraud conviction, the court relied on a line of decisions from the Courts of Appeals holding that the mail fraud statute proscribes schemes to defraud citizens of their intangible rights to honest and impartial government. See, e. g., United States v. Mandel, 591 F. 2d 1347 (CA4 1979), aff’d in relevant part, 602 F. 2d 653 (en banc), cert. denied, 445 U. S. 961 (1980). Under these cases, a public official owes a fiduciary duty to the public, and misuse of his office for private gain is a fraud. Also, an individual without formal office may be held to be a public fiduciary if others rely on him “‘because of a special relationship in the government’ ” and he in fact makes governmental decisions. 790 F. 2d, at 1296 (quoting United States v. Margiotta, 688 F. 2d 108, 122 (CA2 1982), cert. denied, 461 U. S. 913 (1983)). The Court of Appeals held that Hunt was such a *356fiduciary because he “substantially participated in governmental affairs and exercised significant, if not exclusive, control over awarding the workmen’s compensation insurance contract to Wombwell and the payment of monetary kickbacks to Seton.” 790 F. 2d, at 1296.

We granted certiorari, 479 U. S. 1005 (1986), and now reverse.

The mail fraud statute clearly protects property rights, but does not refer to the intangible right of the citizenry to good government. As first enacted in 1872, as part of a recodification of the postal laws, the statute contained a general proscription against using the mails to initiate correspondence in furtherance of “any scheme or artifice to defraud.” The sponsor of the recodification stated, in apparent reference to the antifraud provision, that measures were needed “to prevent the frauds which are mostly gotten up in the large cities ... by thieves, forgers, and rapscallions generally, for the purpose of deceiving and fleecing the innocent people in the country.”5 Insofar as the sparse legislative history reveals anything, it indicates that the original impetus behind the mail fraud statute was to protect the people from schemes to deprive them of their money or property.

Durland v. United States, 161 U. S. 306 (1896), the first case in which this Court construed the meaning of the phrase “any scheme or artifice to defraud,” held that the phrase is to be interpreted broadly insofar as property rights are concerned, but did not indicate that the statute had a more extensive reach. The Court rejected the argument that “the statute reaches only such cases as, at common law, would *357come within the definition of ‘false pretences/ in order to make out which there must be a misrepresentation as to some existing fact and not a mere promise as to the future.” Id., at 312. Instead, it construed the statute to “includ[e] everything designed to defraud by representations as to the past or present, or suggestions and promises as to the future.” Id., at 313. Accordingly, the defendant’s use of the mails to sell bonds which he did not intend to honor was within the statute. The Court explained that “[i]t was with the purpose of protecting the public against all such intentional efforts to despoil, and to prevent the post office from being used to carry them into effect, that this statute was passed . . . .” Id., at 314.

Congress codified the holding of Durland in 1909, and in doing so gave further indication that the statute’s purpose is protecting property rights.6 The amendment added the words “or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises” after the original phrase “any scheme or artifice to defraud.” Act of Mar. 4, 1909, ch. 321, § 215, 35 Stat. 1130.7 The new *358language is based on the statement in Durland, that the statute reaches “everything designed to defraud by representations as to the past or present, or suggestions and promises as to the future.” 161 U. S., at 313. However, instead of the phrase “everything designed to defraud” Congress used the words “[any scheme or artifice] for obtaining money or property.”

After 1909, therefore, the mail fraud statute criminalized schemes or artifices “to defraud” or “for obtaining money or property by means of false or fraudulent pretenses, representation, or promises . . . .” Because the two phrases identifying the proscribed schemes appear in the disjunctive, it is arguable that they are to be construed independently and that the money-or-property requirement of the latter phrase does not limit schemes to defraud to those aimed at causing deprivation of money or property. This is the approach that has been taken by each of the Courts of Appeals that has addressed the issue: schemes to defraud include those designed to deprive individuals, the people, or the government of intangible rights, such as the right to have public officials perform their duties honestly. See, e. g., United States v. Clapps, 732 F. 2d 1148, 1152 (CA3 1984); United States v. States, 488 F. 2d 761, 764 (CA8 1973).

As the Court long ago stated, however, the words “to defraud” commonly refer “to wronging one in his property rights by dishonest methods or schemes,” and “usually signify the deprivation of something of value by trick, deceit, chicane or overreaching.” Hammerschmidt v. United States, 265 U. S. 182, 188 (1924).8 The codification of the holding in Durland *359in 1909 does not indicate that Congress was departing from this common understanding. As we see it, adding the second phrase simply made it unmistakable that the statute reached false promises and misrepresentations as to the future as well as other frauds involving money or property.

We believe that Congress’ intent in passing the mail fraud statute was to prevent the use of the mails in furtherance of such schemes. The Court has often stated that when there are two rational readings of a criminal statute, one harsher than the other, we are to choose the harsher only when Con*360gress has spoken in clear and definite language. United States v. Bass, 404 U. S. 336, 347 (1971); United States v. Universal C. I. T. Credit Corp., 344 U. S. 218, 221-222 (1952). See also Rewis v. United States, 401 U. S. 808, 812 (1971). As the Court said in a mail fraud case years ago: “There are no constructive offenses; and before one can be punished, it must be shown that his case is plainly within the statute.” Fasulo v. United States, 272 U. S. 620, 629 (1926). Rather than construe the statute in a manner that leaves its outer boundaries ambiguous and involves the Federal Government in setting standards of disclosure and good government for local and state officials, we read § 1341 as limited in scope to the protection of property rights. If Congress desires to go further, it must speak more clearly than it has.

For purposes of this action, we assume that Hunt, as well as Gray, was a state officer. The issue is thus whether a state officer violates the mail fraud statute if he chooses an insurance agent to provide insurance for the State but specifies that the agent must share its commissions with other named insurance agencies, in one of which the officer has an ownership interest and hence profits when his agency receives part of the commissions. We note that as the action comes to us, there was no charge and the jury was not required to find that the Commonwealth itself was defrauded of any money or property. It was not charged that in the absence of the alleged scheme the Commonwealth would have paid a lower premium or secured better insurance. Hunt and Gray received part of the commissions but those commissions were not the Commonwealth’s money. Nor was the jury charged that to convict it must find that the Commonwealth was deprived of control over how its money was spent. Indeed, the premium for insurance would have been paid to some agency, and what Hunt and Gray did was to assert control that the Commonwealth might not otherwise *361have made over the commissions paid by the insurance company to its agent.9 Although the Government now relies in part on the assertion that petitioners obtained property by means of false representations to Wombwell, Brief'for United States 20-21, n. 17, there was nothing in the jury charge that required such a finding. We hold, therefore, that the jury instruction on the substantive mail fraud count permitted a conviction for conduct not within the reach of § 1341.

The Government concedes that if petitioners’ substantive mail fraud convictions are reversed their conspiracy convictions should also be reversed. Id., at 36, n. 28.

The judgment of the Court of Appeals is reversed, and the case is remanded for proceedings consistent with this opinion.

It is so ordered.

*362Justice Stevens,

with whom

Justice O’Connor joins as to Parts I, II, and III, dissenting.

Congress has broadly prohibited the use of the United States mails to carry out “any scheme or artifice to defraud.” 18 U. S. C. § 1341. The question presented is whether that prohibition is restricted to fraudulent schemes to deprive others of money or property, or whether it also includes fraudulent schemes to deprive individuals of other rights to which they are entitled. Specifically, we must decide whether the statute’s prohibition embraces a secret agreement by state officials to place the State’s workmen’s compensation insurance with a particular agency in exchange for that company’s agreement to share a major portion of its commissions with a list of agents provided by the officials, including sham agencies under the control of the officials themselves.

The same question of statutory construction has arisen in a variety of contexts over the past few decades. In the public sector, judges, State Governors, chairmen of state political parties, state cabinet officers, city aldermen, Congressmen and many other state and federal officials have been convicted of defrauding citizens of their right to the honest services of their governmental officials.1 In most of these cases, *363the officials have secretly made governmental decisions with the objective of benefiting themselves or promoting their own interests, instead of fulfilling their legal commitment to provide the citizens of the State or local government with their loyal service and honest government. Similarly, many elected officials and their campaign workers have been convicted of mail fraud when they have used the mails to falsify votes, thus defrauding the citizenry of its right to an honest election.2 In the private sector, purchasing agents, brokers, union leaders, and others with clear fiduciary duties to their employers or unions have been found guilty of defrauding their employers or unions by accepting kickbacks or selling confidential information.3 In other cases, defendants *364have been found guilty of using the mails to defraud individuals of their rights to privacy and other nonmonetary rights.4 All of these cases have something in common — they involved what the Court now refers to as “intangible rights.” They also share something else in common. The many federal courts that have confronted the question whether these sorts of schemes constitute a “scheme or artifice to defraud” have uniformly and consistently read the statute in the same, sensible way. They have realized that nothing in the words “any scheme or artifice to defraud,” or in the purpose of the statute, justifies limiting its application to schemes intended to deprive victims of money or property.

I — I

The mail fraud statute sets forth three separate prohibitions. It prohibits the use of the United States mails for the purpose of executing

“[1] any scheme or artifice to defraud, [2] or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises, [3] or to sell, dispose of, loan, exchange, alter, give away, distribute, *365supply, or furnish or procure for unlawful use any counterfeit or spurious coin, obligation, security, or other article, or anything represented to be or intimated or held out to be such counterfeit or spurious article . . . .” 18 U. S. C. § 1341 (emphasis and brackets added).

As the language makes clear, each of these restrictions is independent. One can violate the second clause — obtaining money or property by false pretenses — even though one does not violate the third clause — counterfeiting. Similarly, one can violate the first clause — devising a scheme or artifice to defraud — without violating the counterfeiting provision. Until today it was also obvious that one could violate the first clause by devising a scheme or artifice to defraud, even though one did not violate the second clause by seeking to obtain money or property from his victim through false pretenses. Cf. Streep v. United States, 160 U. S. 128, 132-133 (1895). Every court to consider the matter had so held.5 Yet, today, the Court, for all practical purposes, rejects this longstanding construction of the statute by imposing a requirement that a scheme or artifice to defraud does not violate the statute unless its purpose is to defraud someone of money or property. I am at a loss to understand the source or justification for this holding. Certainly no canon of statutory construction requires us to ignore the plain language of the provision.

In considering the scope of the mail fraud statute it is essential to remember Congress’ purpose in enacting it. Congress sought to protect the integrity of the United States mails by not allowing them to be used as “instruments of crime.” United States v. Brewer, 528 F. 2d 492, 498 (CA4 1975). See Durland v. United States, 161 U. S. 306, 314 *366(1896); Parr v. United States, 363 U. S. 370, 389 (1960); Gouled v. United States, 273 F. 506, 508 (CA2), aff’d, 255 U. S. 298 (1921). “The focus of the statute is upon the misuse of the Postal Service, not the regulation of state affairs, and Congress clearly has the authority to regulate such misuse of the mails. See Badders v. United States, 240 U. S. 391 . . . (1916).” United States v. States, 488 F. 2d 761, 767 (CA8 1973), cert. denied, 417 U. S. 909 (1974). Once this purpose is considered, it becomes clear that the construction the Court adopts today is senseless. Can it be that Congress sought to purge the mails of schemes to defraud citizens of money but was willing to tolerate schemes to defraud citizens of their right to an honest government, or to unbiased public officials? Is it at all rational to assume that Congress wanted to ensure that the mails not be used for petty crimes, but did not prohibit election fraud accomplished through mailing fictitious ballots? Given Congress’ “broad purpose,” I “find it difficult to believe, absent some indication in the statute itself or the legislative history, that Congress would have undercut sharply that purpose by hobbling federal prosecutors in their effort to combat” use of the mails for fraudulent schemes. McElroy v. United States, 455 U. S. 642, 655 (1982).

The limitation the Court adopts today shows no fidelity to Congress’ words or purpose. The Court recognizes that the “money or property” limitation of the second clause may not actually apply to prosecutions under the first clause. See ante, at 358. But where else can such a limitation be derived from? A few examples of the types of frauds that have been prosecuted under the “intangible right” theory reveal that these schemes constitute “fraud” in every sense of the word, and that the “intangible right” theory plays an indispensable role in effectuating Congress’ goal of preserving the integrity of the Postal Service.

In States, supra, two candidates running for the office of Committeeman in St. Louis, Missouri, used the United States mails in their scheme to falsify voter registration affi*367davits in order to carry out an extensive fraudulent write-in scheme. The candidates had their campaign workers fill in the affidavits with fictitious names and addresses, making sure that the mailing addresses were accessible to the campaign. Applications for absentee ballots were filed, and when they arrived through the mail, they were filled in with the candidates’ names and mailed back. The candidates and one of their aides were convicted of mail fraud for having devised a scheme to defraud the voters, the residents, and the Board of Election Commissioners. The Court of Appeals affirmed the convictions, rejecting the defendants’ arguments that they had not defrauded anyone since they never sought money or property. The court explained that the term “defraud” must be “construed to further the purpose of the statute; namely, to prohibit the misuse of the mails to further fraudulent enterprises.” 488 F. 2d, at 764.

In United States v. Rauhoff, 525 F. 2d 1170 (CA7 1975), the defendant was part of a scheme that used the United States mail to facilitate its paying the Illinois Secretary of State approximately $50,000 a year in return for the Secretary’s awarding the State’s license plate contract to a certain company. In response to the argument that all parties to the scheme were reaping profits, and that nobody was defrauded, the Court of Appeals explained that the victims of the scheme were the “people of Illinois, who were defrauded of their right to have the business of the office of the Secretary of State conducted free from bribery.” Id., at 1175. Although it was not proved that the State or its citizens lost any money, it was and is clear that this was a scheme to defraud under § 1341.

There are scores of other examples of such schemes which, although not depriving anyone of money or property, are clearly schemes to defraud, and are clearly within the scope of Congress’ purpose in enacting the mail fraud statute. See nn. 1-5, supra. Discussing the peculiar facts of each of them would only confirm the observation that fraud is “as old as falsehood and as versable as human ingenuity.” Weiss v. *368 United States, 122 F. 2d 675, 681 (CA5), cert. denied, 314 U. S. 687 (1941). But, taken as a whole, these cases prove just how unwise today’s judicial amendment of the mail fraud statute is.

II

The cases discussed above demonstrate that the construction the courts have consistently given the statute is consistent with the common understanding of the term “fraud,” and Congress’ intent in enacting the statute. It is also consistent with the manner in which the term has been interpreted in an analogous federal statute; the way the term was interpreted at the time of this statute’s enactment; and the statute’s scant legislative history. There is no reason, therefore, to upset the settled, sensible construction that the federal courts have consistently endorsed.

The term “defraud” is not unique to § 1341. Another federal statute, 18 U. S. C. §371, uses the identical term in prohibiting conspiracies to “defraud the United States,” and the construction we have given to that statute should be virtually dispositive here. In Haas v. Henkel, 216 U. S. 462 (1910), the Court, dealing with the predecessor to § 371, rejected the argument that there could be no conspiracy to defraud in the absence of contemplated monetary or property loss. “The statute is broad enough in its terms to include any conspiracy for the purpose of impairing, obstructing or defeating the lawful function of any department of Government.” Id., at 479. Again, in Hammerschmidt v. United States, 265 U. S. 182 (1924), the Court described the scope of the statute as prohibiting not only conspiracies to “cheat the Government out of property or money, but it also means to interfere with or obstruct one of its lawful governmental functions by deceit, craft or trickery, or at least by means that are dishonest.” Id., at 188.6 It is thus clear that a *369conspiracy to defraud the United States does not require any evidence that the Government has suffered any property or pecuniary loss. See also United States v. Barnow, 239 U. S. 74, 79 (1915).

There is no basis for concluding that the term “defraud” means something different in § 1341 (first enacted in 1872) than what it means in § 371 (first enacted in 1867). Although §371 includes the words “in any manner or for any purpose,” those words only modify the underlying act — fraud, and if that term does not include nonproperty interests then our longstanding interpretation of §371 is unjustified. In any event, § 1341 itself includes the expansive phrase “any scheme or artifice to defraud.”

The Court nonetheless suggests that interpreting the two statutes differently can be justified because § 371 applies exclusively to frauds against the United States, while § 1341 benefits private individuals. Ante, at 358-359, n. 8. This argument is wide of the mark. The purpose of § 1341 is to protect the integrity of the United States Postal Service, and, as I have explained, it is ludicrous to think that a Congress intent on preserving the integrity of the Postal Service would have used the term “defraud” in a narrow sense so as to allow mailings whose purpose was merely to defraud citizens of rights other than money or property. There is, therefore, no reason to believe that Congress used the term “defraud” in a more limited way in § 1341 than it did in § 371.7 *370The Court is correct in pointing out that Congress intended to go beyond any common-law meaning of the word “defraud” in enacting § 371. See ante, at 358-359, n. 8, citing United States v. Keitel, 211 U. S. 370, 393 (1908). But we have also rejected the argument that the common-law meaning of the term “defraud” confines the scope of § 1341. See Durland v. United States, 161 U. S. 306 (1896).

Examination of the way the term “defraud” has long been defined, and was defined at the time of the statute’s enactment, makes it clear that Congress’ use of the term showed no intent to limit the statute to property loss. Cf. Saint Francis College v. Al-Khazraji, 481 U. S. 604 (1987) (looking to contemporaneous dictionary definitions in construing the word “race”). For example, Justice Story cites the definition of “fraud” as “applied to every artifice made use of by one person for the purpose of deceiving another,” or as “any cunning, deception, or artifice used to circumvent cheat, or deceive another.” 1 J. Story, Equity Jurisprudence § 186, pp. 189-190 (1870). Similarly, the law dictionaries of the era broadly defined the type of interests subject to deprivation by fraudulent action. One leading dictionary stated that “[t]o defraud is to withhold from another that which is justly due to him, or to deprive him of a right by deception or artifice.” 1 Bouvier’s Law Dictionary 530 (1897). Another dictionary defined “defraud” as “[t]o cheat; to deceive; to deprive of a right by an act of fraud ... to withhold from another what is justly due him, or to deprive him of a right, by deception or artifice.” W. Anderson, A Dictionary of *371Law 474 (1893). See also 1 Burrill’s Law Dictionary 658-659 (1859).8

It is, in fact, apparent that the common law criminalized frauds beyond those involving “tangible rights.” For example, in a case remarkably similar to the one before us, a public official was convicted for depriving the government of his honest services. See Trial of Valentine Jones, 31 How. St. Tr. 251 (1809). The case has been abstracted as follows:

“A, a commissary-general of stores in the West Indies, makes contracts with B to supply stores, on the condition that B should divide the profits with A. A commits a misdemeanor.” J. Stephen, Digest of The Criminal Law, Art. 121, p. 85 (3d ed. 1883).

By the same token, the crime of fraud has often included deceptive seduction, although that crime often includes no property or monetary loss. See State v. Parker, 114 Wash. 428, 195 P. 229 (1921); cf. United States v. Condolon, 600 F. 2d 7 (CA4 1979) (fraudulent scheme to seduce women supported wire fraud conviction). Of course, even if the term was not that expansively defined at common law, we have held that Congress went beyond the common-law definitions in enacting this statute. Durland, 161 U. S., at 313-314.

In a recent decision upholding the mail fraud conviction of an Illinois judge, despite the absence of proof that anyone suffered loss of tangible property, the Court of Appeals for the Seventh Circuit reaffirmed the broad meaning of the word “defraud.” United States v. Holzer, 816 F. 2d 304 (1987). Writing for the court, Judge Posner explained:

“Fraud in its elementary common law sense of deceit — and this is one of the meanings that fraud bears *372in the statute, see United States v. Dial, 757 F. 2d 163, 168 (7th Cir. 1985) — includes the deliberate concealment of material information in a setting of fiduciary obligation. A public official is a fiduciary toward the public, including, in the case of a judge, the litigants who appear before him, and if he deliberately conceals material information from them he is guilty of fraud. When a judge is busily soliciting loans from counsel to one party, and not telling the opposing counsel (let alone the public), he is concealing material information in violation of his fiduciary obligations.

“Second, the systematic and long-continued receipt of bribes by a public official, coupled with active efforts to conceal the bribe-taking from the public and the authorities ... is fraud (again in its elementary sense of deceit, and quite possibly in other senses as well), even if it is the public rather than counsel that is being kept in the dark. It is irrelevant that, so far as appears, Holzer never ruled differently in a case because of a lawyer’s willingness or unwillingness to make him a loan, so that his conduct caused no demonstrable loss either to a litigant or to the public at large. See, e. g., United States v. Keane, 522 F. 2d 534, 541, 546 (7th Cir. 1975); United States v. Lovett, 811 F. 2d 979, 985 (7th Cir. 1987); United States v. Manton, 107 F. 2d 834, 846 (2d Cir. 1939). How can anyone prove how a judge would have ruled if he had not been bribed?” Id., at 307-308.

The general definition of the term “defraud” does not support, much less compel, today’s decision.

Even if there were historical evidence of a limited definition of “fraud,” the Court’s holding would reflect a strange interpretation of legislation enacted by the Congress in the 19th century. Statutes like the Sherman Act, the civil rights legislation, and the mail fraud statute were written in broad general language on the understanding that the courts would *373have wide latitude in construing them to achieve the remedial purposes that Congress had identified. The wide open spaces in statutes such as these are most appropriately interpreted as implicit delegations of authority to the courts to fill in the gaps in the common-law tradition of case-by-case adjudication. The notion that the meaning of the words “any scheme or artifice to defraud” was frozen by a special conception of the term recognized by Congress in 1872 is manifestly untenable. As Judge Posner put it:

“The argument depends on the view that the meaning of fraud in the mail-fraud statute was frozen by the conception of fraud held by the framers of the statute when it was first passed back in the nineteenth century. This seems to us the opposite and equally untenable extreme from arguing that fraud is whatever strikes a judge as bad, but in any event the ‘intangible rights’ concept that the argument attacks is too well established in the courts of appeals for us to disturb.” Holzer, 816 F. 2d, at 310.

Finally, there is nothing in the legislative history of the mail fraud statute that suggests that Congress intended the word “fraud” to have a narrower meaning in that statute than its common meaning and the meaning that it has in § 371. As originally enacted in 1872, the statute had but one class of prohibition: use of the mails as part of “any scheme or artifice to defraud.” Act of June 8, 1872, ch. 335, § 301, 17 Stat. 323. The second clause, which prohibits “any scheme ... for obtaining money or property by means of false or fraudulent pretenses, representations, or promises,” was added in 1909. Act of Mar. 4, 1909, ch. 321, § 215, 35 Stat. 1130. The purpose of the second clause was to codify this Court’s holding in Durland that the Act prohibits false promises even if they did not qualify as “fraud” at common law. See Durland, 161 U. S., at 312-314. There is no evidence to suggest that Congress sought to limit the scope of the original prohibition, and its use of the disjunctive “or” demonstrates that it was adding to, not modifying, the original prohibition. See Reiter v. *374 Sonotone Corp., 442 U. S. 330, 339 (1979); see also Streep v. United States, 160 U. S., at 132-133.

Reviewing the general history of Congress’ reactions to the courts’ decisions interpreting the mail fraud statute also supports the reading the lower courts have attributed to § 1341. The general language in the mail fraud statute has repeatedly been construed to cover novel species of fraud, and Congress has repeatedly amended the statute in ways that support a broad interpretation of its basic thrust. That long history is accurately summarized in the following observations:

“First enacted in 1872, the mail fraud statute, together with its lineal descendant, the wire fraud statute, has been characterized as the ‘first line of defense’ against virtually every new area of fraud to develop in the United States in the past century. Its applications, too numerous to catalog, cover not only the full range of consumer frauds, stock frauds, land frauds, bank frauds, insurance frauds, and commodity stock frauds, but have extended even to such areas as blackmail, counterfeiting, election fraud, and bribery. In many of these and other areas, where legislatures have sometimes been slow to enact specific prohibitory legislation, the mail fraud statute has frequently represented the sole instrument of justice that could be wielded against the ever-innovative practitioners of deceit.

“During the past century, both Congress and the Supreme Court have repeatedly placed their stamps of approval on expansive use of the mail fraud statute. Indeed, each of the five legislative revisions of the statute has served to enlarge its coverage.” Rakoff, The Federal Mail Fraud Statute, 18 Duquesne L. Rev. 772-773 (1980).

Ill

To support its crabbed construction of the Act, the Court makes a straightforward but unpersuasive argument. Since there is no explicit, unambiguous evidence that Congress ac*375tually contemplated “intangible rights” when it enacted the mail fraud statute in 1872, the Court explains, any ambiguity in the meaning of the criminal statute should be resolved in favor of lenity. The doctrine of lenity is, of course, sound, for the citizen is entitled to fair notice of what sort of conduct may give rise to punishment. But the Court’s reliance on that doctrine in this case is misplaced for several reasons.

To begin with, “although ‘criminal statutes are to be construed strictly . . . this does not mean that every criminal statute must be given the narrowest possible meaning in complete disregard of the purpose of the legislature.’” McElroy v. United States, 455 U. S., at 658, quoting United States v. Bramblett, 348 U. S. 503, 509-510 (1955). Especially in light of the statutory purpose, I believe that § 1341 unambiguously prohibits all schemes to defraud that use the United States mails — whether or not they involve money or property.

In any event, this asserted ambiguity in the meaning of the word “defraud,” if it ever existed, was removed by judicial construction long ago. Even if Chief Justice Taft’s opinion for the Court in the Hammerschmidt case was not sufficient to make it perfectly clear that a fraud on the public need not deprive it of tangible property, the series of Court of Appeals’ opinions applying this very statute to schemes to defraud a State and its citizens of their intangible right to honest and faithful government, notwithstanding the absence of evidence of tangible loss, removed any relevant ambiguity in this statute. Surely these petitioners knew that it would be unlawful to place Kentucky’s insurance coverage with an agent who would secretly make hundreds of thousands of dollars available for the private use of petitioners, their relatives, and their paramours. This is, indeed, a strange application of the doctrine of lenity.9

*376I recognize that there may have been some overly expansive applications of §1341 in the past. With no guidance from this Court, the Courts of Appeals have struggled to define just when conduct which is clearly unethical is also criminal. In some instances, however, such as voting fraud cases, the criminality of the scheme and the fraudulent use of the mails could not be clearer. It is sometimes difficult to define when there has been a scheme to defraud someone of intangible rights. But it is also sometimes difficult to decide when a tangible loss was caused by fraud. The fact that the exercise of judgment is sometimes difficult is no excuse for rejecting an entire doctrine that is both sound and faithful to the intent of Congress.

IV

Perhaps the most distressing aspect of the Court’s action today is its casual — almost summary — rejection of the accumulated wisdom of the many distinguished federal judges who have thoughtfully considered and correctly answered the question these cases present. The quality of this Court’s work is most suspect when it stands alone, or virtually so, against a tide of well-considered opinions issued by state or federal courts. In these cases I am convinced that those judges correctly understood the intent of the Congress that enacted this statute. Even if I were not so persuaded, I could not join a rejection of such a longstanding, consistent interpretation of a federal statute. See Commissioner of Internal Revenue v. Fink, 483 U. S. 89, 101 (1987) (Stevens, J., dissenting); Citicorp Industrial Credit, Inc. v. *377 Brock, 483 U. S. 27, 40 (1987) (Stevens, J., dissenting); Runyon v. McCrary, 427 U. S. 160, 189 (1976) (Stevens, J., concurring).

In the long run, it is not clear how grave the ramifications of today’s decision will be. Congress can, of course, negate it by amending the statute. Even without congressional action, prosecutions of corrupt officials who use the mails to further their schemes may continue since it will frequently be possible to prove some loss of money or property.10 But many other types of fraudulent use of the mail will now be immune from prosecution. The possibilities that the decision’s impact will be mitigated do not moderate my conviction that the Court has made a serious mistake. Nor do they erase my lingering questions about why a Court that has not been particularly receptive to the rights of criminal defendants in recent years has acted so dramatically to protect the elite class of powerful individuals who will benefit from this decision.

I respectfully dissent.

OPINION OF THE COURT

STAPLETON, Circuit Judge.

Defendant Riyadh Al-Aiban appeals his conviction, following an unconditional guilty plea, of conspiracy to commit mail fraud in violation 18 U.S.C. §§ 371 and 1341. Defendant Hany A1 Hedaithy appeals his conviction, following a bench trial on stipulated facts, for conspiracy to commit mail fraud in violation of 18 U.S.C. §§ 371 and 1341, and mail fraud in violation of 18 U.S.C. §§ 1341 and 2. Al-Aiban and A1 Hedaithy (collectively, “Defendants”) are two of approximately sixty foreign nationals of Arab and/or Middle Eastern descent who were charged in the United States District Court for the District of New Jersey for allegedly participating in a scheme by which imposters were paid to sit for the Test of English as a Foreign Language (“TOEFL”), a standardized test administered by the Educational Testing Service (“ETS”). The purpose of the scheme was allegedly to create the false appearance that Defendants, among others, had taken and achieved an acceptable score on the TOEFL exam so that they could remain eligible to live in the United States under a student visa.

*583Both Defendants challenge the sufficiency of their respective superseding. indictments, arguing that the conduct alleged therein does not fall within the proscription of the mail fraud statute. Additionally, A1 Hedaithy argues that the evidence presented at his bench trial was not sufficient to support his conviction, and he also challenges the District Court’s denial of his motion for discovery with respect to a claim that he was selectively prosecuted by the Government on account of his race or ethnicity. As a threshold matter, we must also decide whether Al-Aiban’s guilty plea resulted in a waiver of his right to challenge the sufficiency of. his superseding indictment. For the reasons that follow, we will affirm the convictions of each Defendant.

I.

“For purposes of determining the sufficiency of the superseding [indictments], we assume the truth of the following facts alleged in the superseding [indictments].” United States v. Panarella, 277 F.3d 678, 681 (3d Cir.2002). ETS is in the business of designing and administering certain standardized tests. One of those tests, TOEFL, is commonly used by educational institutions in the United States when considering a student for admission to its academic program. Certain schools require foreign students, as a condition of admission, to achieve a minimum score on the TOEFL exam in order to demonstrate proficiency in the English language. Full-time enrollment at a federally approved school, college, or university is, in turn, a requirement for foreign nationals to obtain a student visa and thus reside legally in the United States.

According to the Government, ETS possesses, arid attempts to maintain, goodwill that it has accumulated based upon the integrity of its TOEFL product. ETS has also endeavored to keep its TOEFL exam exclusive, secure, and confidential. It owns registered trademarks in the terms “Educational Testing Service,” “ETS,”. and “TOEFL.” It uses these trademarks on its TOEFL examinations and the score reports that it generates for each applicant who takes TOEFL. ETS also owns copyrights in the TOEFL examination itself and in the questions used on each exam. Furthermore, the company restricts access to, and use of,, its copyrighted TOEFL exam and questions, its trademarked score reports, and its test administration and scoring services.

When an applicant applies to take the TOEFL exam and pays the required fee, he is provided with an appointiment number. The applicant must then appear at á designated test center, provide proof of identity, provide the appointment number, and sign a confidentiality statement. Pursuant to the confidentiality statement, the applicant promises to preserve the confidentiality of the examination. By signing the statement, the applicant also certifies that he is the same person whose name and address was used in completing the application. The applicant must then have his photograph taken in order to ensure that someone else did not take the exam for the applicant. The photograph subsequently appears on the applicant’s score report. Applicants who do not comply with the conditions set by ETS are not permitted to sit for the exam.

Once the TOEFL exam is completed, the exam results are wired from the test center to a company in Baltimore, Maryland, which in turn transmits the results by wire to ETS for processing. ETS then mails each score report to the location designated by the applicant.

In 1999, the Government became aware of a scheme in which Defendants, both Saudi Arabian nationals, and numerous other foreign nationals of Arab and/or Middle Eastern descent, paid an imposter to take and pass the TOEFL exam for *584them. The purpose of the scheme was to create the false appearance that Defendants themselves had taken and achieved an acceptable score on the TOEFL exam. In furtherance of this scheme, each Defendant applied to take the exam, and then paid money to an imposter to appear at the designated test center and falsely identify himself as the respective Defendant. The imposter then signed the confidentiality statement, had his photograph taken, sat for the TOEFL exam using the respective Defendant’s name, and directed that his exam results be mailed to a California address under the control of one Mahmoud Firas. ETS then processed the exam, and the results were mailed to the pre-desig-nated location in California. There, Firas or one of his associates substituted each Defendant’s photograph in place of the imposter’s photograph. This doctored score report was then sent to legitimate educational institutions in a phony envelope bearing ETS’s trademark.

On May 9, 2002, a federal grand jury returned a one-count indictment charging Al-Aiban with conspiring to commit mail fraud in violation of 18 U.S.C. §§ 371 and 1341. That same day, A1 Hedaithy was charged in a two-count indictment with conspiring to commit mail fraud in violation of 18 U.S.C. §§ 371 and 1341, and mail fraud in violation of 18 U.S.C. §§ 1341 and 2. Each indictment described the subject of the Defendant’s alleged fraud as ETS’s “property interest in maintaining the integrity of the testing process.” Subsequently, a federal court dismissed a similarly-worded indictment, holding that the integrity of the testing process was not a property interest covered by the mail fraud statute. See United States v. Alkaabi, 223 F.Supp.2d 583, 589-90 (D.N.J.2002).

The Government thereafter filed superseding indictments against Al-Aiban and A1 Hedaithy, in which it attempted to describe ETS’s property interest in greater detail. Al-Aiban was again charged with one-count of conspiring to commit mail fraud in violation of 18 U.S.C. §§ 371 and 1341, and A1 Hedaithy was charged with two counts — conspiring to commit mail fraud in violation of 18 U.S.C. §§ 371 and 1341, and mail fraud in violation of 18 U.S.C. §§ 1341 and 2. Both superseding indictments were identical in their description of ETS’s property interest:

ETS had property interests in its TOEFL product, including (i) materials bearing its trademarks, such as the TOEFL exam and score report, (ii) its copyrighted materials, such as the TOEFL exam and its questions, (iii) the ETS-specified test administration and scoring services for the TOEFL exam, and (iv) the value of ETS’s goodwill, which is an asset of ETS and is based in part on maintaining the integrity of the testing process.

Each superseding indictment further alleged that:

As part of this conspiracy, the Conspirators defrauded ETS of the property described [above]. They did so by obtaining access to and use of ETS’s trademarked materials, copyrighted materials, and services, by obtaining ETS’s official score report, and by obtaining the benefit of, and undermining, ETS’s goodwill and the value of its trademark and copyright.

Defendants’ individual cases then proceeded along significantly different paths. Al-Aiban entered into a plea agreement with the Government, pursuant to which he agreed to enter a guilty plea and waive his right to appeal the conviction.1 After *585accepting Al-Aiban’s guilty plea, the District Court determined that the final adjusted offense-level was four, and sentenced him to pay a $2,500 fine. This conviction rendered him ineligible to remain in the United States, see 8 U.S.C. § 1227(a)(2)(A)(i), and ineligible to return to the United States for at least five years. 8 U.S.C. § 1182. Al-Aiban voluntarily departed the United States following his conviction. He has filed a timely notice of appeal.

A1 Hedaithy, on the other hand, challenged both the superseding indictment and the conduct of the prosecution. He filed a motion to dismiss his' superseding indictment pursuant to Fed. R.Crim. P 12(b)(2), claiming that it failed to allege conduct that violated the mail fraud statute. A1 Hedaithy’s motion also claimed that the Government’s attempted expansion of the scope of the federal mail fraud statute in this case constituted a violation of his right to due process. The District Court denied the motion. The Court reasoned that the requirements of the mail fraud statute were satisfied because A1 Hedaithy obtained from ETS a certificate that he had passed the TOEFL and ETS was thereby deprived of some value of its goodwill.

Thereafter, A1 Hedaithy filed a motion requesting discovery in order to support a claim that he, and other defendants in related cases, were being selectively prosecuted as a result of their race or ethnicity. In support of this motion, he provided the District Court with several news articles indicating that thousands of people cheat on the TOEFL exam each year. He further submitted.materials suggesting that prior to his case, the Government had never sought to prosecute exam takers for alleged cheating. Moreover, Al Hedaithy pointed out that all of the approximately sixty individuals charged for participating in the alleged scheme were persons from Arab and/or Middle Eastern countries. Finally,. he presented evidence that the Government’s expressed intent in these cases was to prosecute the participants as part of the war on terrorism.

The District Court held a hearing on Al Hedaithy’s discovery motion, at which it assumed that discovery would show that Al Hedaithy was being prosecuted specifically because he was from an Arab and/or Middle Eastern country.2 The Court, however, held that such a motivation would not be unconstitutional under the equal protection component of the Fifth Amendment.

In conducting an equal protection analysis, the District Court first addressed the appropriate level of scrutiny that should be used. The Court noted that, because there has fyeen no great history of discrimination in the United States against the Middle Eastern - population, the level of scrutiny should be rational basis, “but at most would fall into the intermediate level of scrutiny.” The Court therefore applied *586rational basis review, and concluded that a decision to target Middle Eastern and Arab people for prosecution survived such scrutiny. In reaching this conclusion, the District Court reasoned that:

I don’t think I can ignore the reality of what happened on 9/11, or who perpetrated on 9/11, and the pockets of deep and abiding hatred of the United States.... I think the Government’s in a sense first duty in a way is to protect its own citizens from harm. And I can’t say that this is an unconstitutional way of doing it.

Accordingly, the District Court denied Al Hedaithy’s motion for discovery. At the conclusion of the hearing, Al Hedaithy made an oral motion to dismiss the superseding indictment based on selective prosecution, and that motion was also denied.

Thereafter, Al Hedaithy’s case was tried before the District Court, as the finder of fact, based upon stipulated facts. After the close of evidence, Al Hedaithy was convicted of mail fraud and conspiracy to commit mail fraud under the superseding indictment, and was sentenced to one year probation and a $750 fine.3 Al Hedaithy has filed a timely notice of appeal.4

II.

Al-Aiban contends that our decision in Panarella, 277 F.3d at 685, requires that he be afforded an opportunity, pursuant to Rule 12(b)(3)(B) of the Federal Rules of Criminal Procedure,5 to challenge the sufficiency of the superseding indictment despite his unconditional guilty plea. The Government concedes that Panarella directly supports Al-Aiban’s right to appeal, but argues that our decision in that case was overruled by the Supreme Court in United States v. Cotton, 535 U.S. 625, 122 S.Ct. 1781, 152 L.Ed.2d 860 (2002). According to the Government, Panarella is therefore no longer controlling and Al-Aiban’s guilty plea served as a waiver of his right to appeal. We reject the Government’s interpretation of Cotton and hold that Panarella obligates us to reach the merits of Al-Aiban’s appeal.

In Panarella, we expressly held that “Rule 12(b)(2)6 and our cases applying this Rule permit a defendant who enters an unconditional guilty plea to argue on appeal that the specific facts alleged in the charging document do not amount to a criminal offense.” 277 F.3d at 680. As in our case, the defendant in Panarella agreed to enter an unconditional plea of *587guilty. Despite the plea, the defendant subsequently appealed his conviction challenging the sufficiency of the superseding information. In arguing that he was entitled to raise the sufficiency of the information for the first time on appeal, the defendant presented two arguments. First, he claimed that the issue was a jurisdictional matter that could be raised at any time. Second, he argued that the plain text of Rule 12(b)(2), together with our previous interpretation of that rule, required the Panarella Court to reach the merits of his appeal notwithstanding the unconditional guilty plea. We agreed with the defendant’s second argument and therefore declined to address his jurisdictional argument.

In addressing Rule 12(b)(2), we noted that we had already held squarely that the rule “applies equally to both objections raised before a District Court and objections raised for the first time before a Court of Appeals,” id. (citing Gov. of the Virgin Islands v. Pemberton, 813 F.2d 626, 631 (3d Cir.1987)), and that it applies “even where a defendant has entered an unconditional guilty plea.” Id. at 683 (citing United States v. Cefaratti, 221 F.3d 502, 507 (3d Cir.2000); United States v. Spinner, 180 F.3d 514, 516 (3d Cir.1999)). We also declined the Government’s invitation to apply Rule 12(b)(2) narrowly to cover only those cases in which the charging instrument completely neglected to mention an element of the offense. Instead, we felt compelled by our previous decisions to hold that

for purposes of Rule 12(b)(2), a charging document fails to state an offense if the specific facts alleged in the charging document fall beyond the scope of the relevant criminal statute, as a matter of statutory interpretation. Therefore, notwithstanding [the defendant’s] unconditional guilty plea, Rule 12(b)(2) permits [him] to argue for the first time on appeal that the specific facts alleged in the superseding information do not amount to honest services wire fraud.

Id. 7

In Cotton, a superseding indictment charged defendants with a conspiracy to distribute, and to possess with intent to distribute, a “detectable amount” of cocaine and cocaine base in violation of 21 U.S.C. §§ 846 and 841(a)(1). 535 U.S. at 627-28, 122 S.Ct. 1781. The indictment did not, however, allege any drug quantities that would result in enhanced penalties under § 841(b). At trial, the jury was instructed, in accordance with the superseding indictment, that the amount of narcotics involved was not important and the defendants could be convicted as long as it found that a defendant conspired to distribute, or possessed with intent to distribute, the narcotics listed. Based on this instruction, the defendants were convicted. At sentencing, the District Court did not sentence the defendants under § 841(b)(1)(C) (which provided for imprisonment of not more than 20 years for drug offenses involving a “detectable amount” of cocaine or cocaine base), but instead made a finding that the defendants’ conspiracy involved more than 50 grams of cocaine base, which implicated the enhanced penalties of § 841(b)(1)(A). Id. at 628, 122 S.Ct. 1781. The District Court accordingly sen- • tenced the defendants under the enhanced penalties, and the defendants did not object to the fact that their sentences were based on drug quantities not alleged in the indictment.

On appeal to the Fourth Circuit Court of Appeals, the defendants argued that their sentences were invalid under Apprendi v. *588 New Jersey, 530 U.S. 466, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000).8 Because the Ap-prendi argument had not been raised in the District Court, the Fourth Circuit reviewed this challenge for plain error, but nonetheless vacated the defendants’ sentences. It reasoned that “ ‘because an indictment setting forth all the essential elements of an offense is both mandatory and jurisdictional, ... a court is without jurisdiction to ... impose a sentence for an offense not charged in the indictment.’ ” Id. at 629, 122 S.Ct. 1781 (quoting 261 F.3d at 404-05). The Supreme Court rejected this reasoning and reversed the Fourth Circuit’s decision.

According to the Supreme Court, the omission of drug quantity from the indictment was not a “jurisdictional” defect. The Court acknowledged that “defects in subject-matter jurisdiction require correction regardless of whether the error was raised in the district court,” but nonetheless concluded that “defects in an indictment do not deprive a court of its power to adjudicate a case.” Id. at 630, 122 S.Ct. 1781. Noting that it was “[fjreed from the view that indictment omissions deprive a court of jurisdiction,” id. at 631, 122 S.Ct. 1781, the Court proceeded to apply a plain error analysis under Fed.R.Crim.P. 52(b) and United States v. Olano, 507 U.S. 725, 731, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993). Although the Court concluded that the District Court’s error in imposing an enhanced sentence was plain, it declined to address whether the defendants’ substantial rights were affected because “the error did not seriously affect the fairness, integrity, or public reputation of judicial proceedings.” Id. at 632-33, 113 S.Ct. 1770. This was because, according to the Court, the evidence presented to the jury that the conspiracy involved more than 50 grams of cocaine base was overwhelming and essentially uncontroverted.

The Government interprets Cotton as holding that a defendant who fails to challenge the sufficiency of his indictment in the District Court cannot argue for the first time on appeal that the indictment fails to state an offense, unless plain error review is satisfied. Such an interpretation sweeps too broadly. Cotton did not hold that a defendant can never argue for the first time on appeal that his indictment failed to state an offense. Rather, the Supreme Court’s express holding was that “defects in an indictment do not deprive a court of its power to adjudicate a case.” 535 U.S. at 630, 122 S.Ct. 1781. In other words, the Court held that indictment defects are not “jurisdictional.” Id. at 631, 122 S.Ct, 1781. This holding, does not conflict with Panarella.

As noted above, the defendant in Panar-ella pursued a jurisdictional argument much like the one rejected in Cotton. We expressly declined to address that argument, however, noting that the authority relied on by the defendant as was “murky.”9 We instead based our holding *589on the language of Rule 12(b)(2), which we treated as independent of any jurisdictional ground. See id. at 631, 122 S.Ct. 1781 (“Because we hold that Rule 12(b)(2) requires us to entertain this appeal notwithstanding Panarella’s unconditional guilty plea, we need not reach Panarella’s alternative ‘jurisdictional’ argument for why this appeal survives his guilty plea.”). Accordingly, the basis of our holding in Pa-narella was neither addressed nor rejected in Cotton.

The Government nonetheless insists that the defendants in Cotton raised an argument based on Rule 12(b)(2) and that the Supreme Court rejected it. In support of this contention, the Government suggests that the defendants argued in their briefing to the Supreme Court that Rule 12(b)(2) allowed them to bring their challenge to the indictment at any time, but the Court implicitly rejected the defendants’ reliance on Rule 12(b)(2) by instead applying the plain error analysis of Rule 52(b). The Government’s reasoning is in error.

Clearly, Cotton made no mention of Rule 12(b)(2), even though the rule was cited in the defendants’ briefing. This was not surprising, however, given the manner in which the defendants in Cotton relied upon the Rule. Contrary to the Government’s suggestion, the defendants never raised the argument that we accepted in Panarel-la. Rather, Rule 12(b)(2) was raised in the Cotton briefing merely as support for the uncontroversial proposition that a jurisdictional defect is one that may be raised at any time. See Supreme Court Brief for Respondents at 10, 20, No. 01-687, 2002 WL 463382 (2002). Given that the defendants in Cotton never attempted to rely upon Rule 12(b)(2). -as an independent ground for challenging a defective indictment, we do not construe Cotton as having rejected our holding in Pcmarella that such a ground exists.

Accordingly, Pdnarella dictates that Al-Aiban must be permitted, in accordance with Rule 12(b)(3)(B), to challenge for the first time on appeal the sufficiency of his superseding indictment. It is to that issue we now turn.

III.

“ ‘In order to be valid, an indictment must allege that the defendant performed acts which, if proven, constituted a violation of the law that he or she is charged with violating.’ ” United States v. Zauber, 857 F.2d 137, 144 (3d Cir.1988) (quoting United States v. Gimbel, 830 F.2d 621, 624 (7th Cir.1987)). Defendants’ primary argument on appeal is that the facts alleged in the superseding indictments, as a matter of law, do not constitute a conspiracy to violate, or a violation of, the federal mail fraud statute, 18 U.S.C. § 1341. The question presented is whether these superseding indictments adequately alleged that Defendants engaged in a scheme to -defraud ETS of a traditionally recognized property interest. We will first review the applicable law, and then address the Government’s argument that the superseding indictments sufficiently allege mail fraud violations under well-established theories of mail fraud liability. We will next address several arguments advanced by Defendants for the proposition that the superseding indictments. do not implicate the mail fraud statute. Finally, we conclude that the superseding indict*590ments sufficiently alleged mail fraud violations.10

A.

The federal mail fraud statute, 18 U.S.C. § 1341 provides, in relevant part:

Whoever, having devised or intending to devise any scheme or artifice to defraud, or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises, ... for the purpose of executing such scheme or artifice or attempting so to do, [uses the mails or causes them to be used], shall be fined under this title or imprisoned not more than 20 years, or both.

“To prove mail or wire fraud, the evidence must establish beyond a reasonable doubt (1) the defendant’s knowing and willful participation in a scheme or artifice to defraud, (2) with the specific intent to defraud, and (3) the use of the mails or interstate wire communications in furtherance of the scheme.” United States v. Antico, 275 F.3d 245, 261 (3d Cir.2001) (citing United States v. Clapps, 732 F.2d 1148, 1152 (3d Cir.1984)). A sufficient charging document must therefore allege the foregoing three elements.11 Additionally, the object of the alleged scheme or artifice to defraud must be a traditionally recognized property right. United States v. Henry, 29 F.3d 112, 115 (3d Cir.1994) (“[T]o determine whether a particular interest is property for purposes of the fraud statutes, we look to whether the law traditionally has recognized and enforced it as a property right.”). This rule is embodied in a trilogy of Supreme Court cases that, each party agrees, governs the outcome of this appeal: McNally v. United States, 483 U.S. 350, 107 S.Ct. 2875, 97 L.Ed.2d 292 (1987), Carpenter v. United States, 484 U.S. 19, 108 S.Ct. 316, 98 L.Ed.2d 275 (1987), and, most recently, Cleveland v. United States, 531 U.S. 12, 121 S.Ct. 365, 148 L.Ed.2d 221 (2000). We agree that these three decisions must frame our analysis, and we review each in turn.

1.

In McNally, the defendants were charged with, and convicted of, violating § 1341 by devising a scheme to defraud the Commonwealth of Kentucky’s citizens and government of their “intangible right” to have the Commonwealth’s affairs conducted honestly. 483 U.S. at 352, 107 S.Ct. 2875. The Supreme Court was asked to. determine whether the deprivation of “honest services” fell within the scope of the mail fraud statute. In addressing this issue, the Court was required to review the legislative history of the statute. The Court noted that the original statute, enacted in 1872, referred solely to “any scheme or artifice to defraud.” Id. at 356, 107 S.Ct. 2875. The sparse legislative history of that enactment “indicate[d] that the original impetus behind the mail fraud statute was to protect the people from schemes to deprive them of their money or property.” Id. The Court also noted that Congress subsequently amended the mail fraud statute in 1909, “add[ing] the words ‘or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises’ after the original phrase ‘any scheme or artifice to defraud.’ ” Id. at 357,107 S.Ct. 2875.

Because the two phrases identifying the proscribed schemes appear in the disjunctive [ie., “any scheme ... to de*591fraud, or for obtaining money or property”], it is arguable that they are to be construed independently and that the money-or-property requirement of the latter phrase does not limit schemes to defraud to those aimed at causing deprivation of money or property.

Id at 358, 107 S.Ct. 2875. In fact, according to the Court, that is exactly the approach taken by the several courts that interpreted “schemes to defraud” as including those schemes designed to deprive victims of things other than money or property, such as “honest services.” Id The Supreme Court, however, rejected such an approach.

The Court recognized that it had. long ago held that “the words 'to defraud’ commonly refer ‘to wrongdoing one in his property rights by dishonest methods or schemes,’ and usually signify the deprivation of something of value by trick, deceit, chicane, or overreaching.’ ” Id (quoting Hammerschmidt v. United States, 265 U.S. 182, 188, 44 S.Ct. 511, 68 L.Ed. 968 (1924)). Congress’ 1909 amendment of the statute, the Court held, did not alter this understanding of the words “to defraud.” Rather, “adding the second phrase simply made it unmistakable that the statute reached false promises and misrepresentations as to the future as well as other frauds involving money 'or property.” Id at 359, 107 S.Ct. 2875. Accordingly, the Supreme. Court decided that § 1341 must be read “as limited in scope to the protection of, property rights.” Id at 360,. 107 S.Ct. 2875.12 As such, the Court held that a scheme to deprive the Commonwealth of Kentucky . of “honest services” was ■ not within the scope of § 1341 and therefore reversed the defendants’ convictions. Id at 361, 107 S.Ct. 2875.13

2.

The Supreme Court next addressed the mail fraud statute in Carpenter, in which the defendant was alleged to have violated that statute by defrauding the Wall Street Journal (the “Journal”) of “confidential business information.” 484 U.S. at 24, 108 S.Ct. 316. One of the defendants, a reporter for the newspaper, wrote a regular column discussing selected stocks and giving positive and negative information about those stocks. The Journal’s policy was that before the publication of each column, its contents were the Journal’s confidential information. Id. at 23, 108 S.Ct. 316. Despite that policy, the defendant entered into a scheme by which he gave employees of a brokerage firm advance information as to the timing and contents of the column. Those brokers *592then traded on the prepublication information.

After the scheme was revealed, the reporter and the brokers were charged with violations of the securities laws and the mail and wire fraud statutes. The issue addressed by the Supreme Court was whether the contents of the Journal column, which were fraudulently misappropriated by the reporter, constituted “money or property” under the mail and wire fraud statutes in light of McNally. 14 , In affirming the defendant’s conviction, the Court noted that this was not a case like McNally. According to the Court, the Journal, as the defendant’s employer,

was defrauded of much more than its contractual right to his honest and faithful service, an interest too ethereal in itself to fall within the protection of the mail fraud statute, which “had its origin in the desire to protect individual property rights.” McNally, supra, at 359, n. 8, 107 S.Ct., at 2881, n. 8. Here, the object of the scheme was to take the Journal’s confidential business information — the publication schedule and contents of the “Heard” column — and its intangible nature does not make it any less “property” protected by the mail and wire fraud statutes. McNally did not limit the scope of § 1341 to tangible as distinguished from intangible property rights.

Id. at 25, 108 S.Ct. 316. The Court reasoned that “confidential business information has long been recognized as property,” and the Journal “had a property right in keeping confidential and making exclusive use, prior to publication, of the schedule and contents of [its] column.” Id. at 26,108 S.Ct. 316 (citations omitted).

Additionally, the Court rejected the defendant’s argument that a scheme to defraud required a monetary loss. Rather, the Court held, “it is sufficient that the Journal has been deprived of its right to exclusive use of the information, for exclusivity is an important aspect of confidential business information and most private property for that matter.” Id. at 26-27, 108 S.Ct. 316.

The Court also rejected the defendant’s argument that his conduct amounted to no more than a violation of workplace rules and did not constitute fraudulent activity. Contrary to the defendant’s assertion, the Court concluded that he had clearly “defrauded” the Journal under the “common understanding” of that word, as previously set forth in McNally: “wrongdoing one in his property rights by dishonest methods or schemes.” Id. at 27, 108 S.Ct. 316. Embezzlement, the Court noted, falls under this definition. Accordingly, the Court “ha[d] little trouble in holding that the conspiracy here to trade on the Journal’s confidential information is not outside the reach of the mail and wire fraud statutes.” Id. at 28,108 S.Ct. 316.

3.

Finally, in Cleveland, the defendant was charged and convicted of violating the mail fraud statute by making false statements in applying to the Louisiana State Police for a license to operate video poker machines. 531 U.S. at 15, 121 S.Ct. 365. The question addressed by the Supreme Court was whether the Louisiana video poker license qualified as “property” within the scope of § 1341. In deciding this issue, the Court held that “[i]t does not suffice ... that the object of the fraud may become property in the recipient’s hands; for purposes of the mail fraud statute, the thing obtained must be property in the *593hands of the victim.” Id. at 15, 121 S.Ct. 365. Accordingly, the Supreme Court went on to consider “whether a government regulator parts with ‘property when it issues a license.” Id. at 20, 121 S.Ct.-365. In analyzing this issue, the Court first noted that Louisiana’s “core concern” in issuing licenses was regulatory, and, as such, Louisiana law established a typical regulatory program for issuing video poker licenses. Id. at 20-21, 121 S.Ct. 365. The function of this regulatory scheme, according to the Court, resembled other licensing schemes that have long been characterized as the exercise of state police powers.

The Court rejected the assertion that Louisiana had a property interest in its licenses merely because of the substantial sums of money it receives in exchange for each license. The Court acknowledged that Louisiana had a substantial economic stake in the video poker industry, but also noted that the lion’s share of fees received by the state with respect to the licenses is received only after the license is issued; not pre-issuance. Moreover, the Court reasoned that: “[wjere an entitlement of this order sufficient to establish a state property right, one could scarcely avoid the conclusion that States have property rights in any license or permit requiring an upfront fee, including drivers’ licenses, medical licenses, and fishing and hunting licenses.” Id. at 22,121 S.Ct. 365.

The Court also rejected the assertion that the licenses were property because of the state’s significant control over the issuance, renewal, suspension, and revocation of the licenses. According to the Court, “Louisiana’s right to choose the persons to whom it issues video poker licenses” was not a an interest long recognized as property. Id. at 23, 121 S.Ct. 365. Rather, such “intangible rights of allocation, exclusion, and control amount to no more and no less than Louisiana’s sovereign power to regulate.... Even when tied to an expected stream of revenue, the State’s right of control does not create a property interest any more than a law licensing liquor sales in a State that levies a sales tax on liquor. Such regulations are paradigmatic exercises of the States’ traditional police powers.” Id.

The Court further rejected the Government’s assertion that Louisiana’s licensing power was no different than a franchisor’s right to select its franchisees. The crucial difference between these two rights, the Court stated, is that “a franchisor’s right to select its franchisees typically derives from its ownership of a trademark, brand name, business strategy, or other product that' it may trade or sell in the open market.” Id. at 24, 121 S.Ct. 365. Louisiana’s authority, on the other hand, rested not upon any such asset but upon the state’s “sovereign right to exclude applicants deemed unsuitable to run video poker operations.”- Id.

Because the Court concluded that the video poker license at issue was not property in the hands of the State of Louisiana, it held that the defendant’s conduct did not fall within the scope of the mail fraud statute, and therefore reversed' 'the defendant’s conviction.

B.

According to the Government, the superseding indictments advance theories of mail fraud liability that comport with the Supreme Court’s decisions in McNally, Carpenter, and Cleveland. The Government argues, inter alia, that the superseding indictments properly allege that ETS was defrauded of at least two traditionally recognized property interests: (1) its confidential business information, and (2) its tangible score reports. We address each of these theories below.15

*594l.

As noted above, the superseding indictments alleged that ETS possesses a property interest in the materials bearing its trademarks and its copyrighted materials, “such as the TOEFL exam and its questions.”16 The superseding indictments sufficiently alleged, according to the Government, that the TOEFL exam and its questions constituted the confidential business information of ETS. The Government contends that this case is like Carpenter inasmuch as the superseding indictments allege that the Defendants’ scheme required the hired test-takers to make a misrepresentation to ETS in order to gain access to, and sit for, the TOEFL exam. We agree with the Government’s analysis.

“ ‘Confidential information acquired or compiled by a corporation in the course and conduct of its business is a species of property to which the corporation has the exclusive right and benefit.’ ” Carpenter, 484 U.S. at 20, 108 S.Ct. 316 (quoting 3 W. Fletcher, Cyclopedia of Law of Private Corporations § 857.1, at 260 (rev. ed.1986)). Such information includes trade secrets, see id. (citing Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1001-04, 104 S.Ct. 2862, 81 L.Ed.2d 815 (1984)), which are defined as “ ‘any formula, pattern, device or compilation of information which is used in one’s business, and which gives him an opportunity to obtain an advantage over competitors who do not know or use it.’” Ruckelshaus, 467 U.S. at 1001, 104 S.Ct. 2862 (quoting Restatement (Second) of Torts § 757, cmt. b). In our case, ETS’s TOEFL exam satisfies this definition. According to the indictments, ETS is in the business of preparing and administering the TOEFL exam. The examination provided ETS with a competitive advantage over others in the business of test administration insofar as performance on the exam, according to the indictments, was the yardstick by which educational institutions measured English proficiency in their admissions processes. The indictments also indicate that ETS therefore goes to great lengths to protect the confidentiality and exclusivity of its exam. No person is permitted access to sit for the TOEFL exam unless he pays a fee, promises to preserve the confidentiality of the exam, and represents to ETS that he is the person whose name and address were used in applying to sit for the exam. The facts alleged in the superseding indictment are therefore sufficient to conclude that the TOEFL exam and its questions were confidential business information. The only question remaining with respect to this theory of mail fraud liability is whether Defendants engaged in a scheme “to defraud” ETS of such property.

As we set forth above, McNally held that “the words ‘to defraud’ commonly refer ‘to wrongdoing one in his property rights by dishonest methods or schemes,’ and usually signify the deprivation of something of value by trick, deceit, chi*595cane, or overreaching.’ ” 488 U.S. at 358, 107 S.Ct. 2875 (quoting Hammerschmidt, 265 U.S. at 188, 44 S.Ct. 511). In accordance with McNally, we consider whether the superseding indictments allege that Defendants engaged in a scheme to deprive ETS of a property right in its confidential business information, and whether that deprivation was accomplished through dishonest means.

Carpenter dictates that ETS “had a property right in keeping confidential and making exclusive use” of its confidential business information. 484 U.S. at 26, 108 S.Ct. 316. Carpenter further instructs that the Government need not allege that ETS suffered a monetary loss. Id. (“Petitioners cannot successfully contend ... that a scheme to defraud requires a monetary loss, such as giving the information to a competitor.”).17 Rather, for purposes of showing a mail fraud violation, it is sufficient to allege that ETS “has been deprived of its right to exclusive use of the [confidential business] information.” Id. at 26-27. Such deprivation was clearly set forth in the superseding indictments.

According to the indictments, ETS assiduously protected the exclusivity of its TOEFL exam, allowing access only to those persons who agreed to keep the exam confidential and who provided a representation as to their identity. Defendants’ alleged scheme, however, required hired test-takers to gain access to ETS’s TOEFL exam on terms other than those prescribed by ETS. The indictments allege that ETS would not have allowed the hired test-takers to sit for the exam had it known that they were not actually the Defendants, and had it known that they did not actually agree to preserve the exam’s confidentiality. Accordingly, it was sufficiently alleged that ETS was deprived of a recognized property interest: the “right to decide how to use” its confidential business information, ie., the TOEFL exam.

Finally, the scheme alleged in the superseding indictments required hired test-takers to falsely identify themselves as each Defendant, thereby misrepresenting to ETS their true identities. The scheme further required the hired testtakers to sign ETS’s confidentiality statement in the name of each Defendant, giving ETS the false impression that the signatories had agreed to preserve the confidentiality of the TOEFL exam. We therefore have little trouble concluding that the superseding indictments sufficiently alleged that the deprivation of ETS’s property right was accomplished through deceit, trickery, chicanery, or other fraudulent means.

Defendants insist, however, that the theory of mail fraud Lability that was adopted in Carpenter is not applicable here. They contend that the alleged scheme did not interfere with any effort by ETS to keep its test confidential. To the contrary, Defendants argue, the hired test-takers received the same test materials at the same time as everyone else who paid ETS’s fee, and like everyone else they returned those materials to ETS at the end of the designated time. According to Defendants, after the alleged scheme was completed, ETS had exactly the same interests in the TOEFL exam as it had before, and ETS was free to continue to use the exam. These arguments are unconvincing.

Contrary to Defendants’ claims, the superseding indictments clearly alleged that the Defendants’ scheme interfered with ETS’s efforts to keep its test confidential. Here, the hired test-takers were not otherwise entitled to gain access to the TOEFL *596exam. As noted above, their misrepresentations deprived ETS of the ability to choose which individuals would be permitted such access. Moreover, the fact that the hired test-takers received the same test materials at the same time as everyone else is irrelevant to the confidentiality of the test. Defendants appear to suggest that the TOEFL exam was no longer confidential business information once all test-takers received it. That suggestion, however, misconstrues the facts alleged in the indictments. According to the superseding indictments, ETS requires each person who sits for the TOEFL exam, in accordance with the confidentiality statement, to undertake a continuing obligation to keep the exam confidential. The hired test-takers, however, did not sign the confidentiality statement in their own names and were therefore not bound by the same obligations that legitimate test-takers agreed to. After the alleged scheme was complete, therefore, the TOEFL exam was no longer confidential vis-á-vis the hired test-takers. Accordingly, we reject the contention that ETS would have exactly the same interests in its TOEFL exam as it had before the alleged scheme was complete.

2.

The Government also contends that the superseding indictments clearly alleged that ETS was defrauded of tangible property. As we noted above, the indictments alleged that ETS possesses a property interest in the “materials bearing its trademarks, such as the TOEFL ... score report.” The same misrepresentations that the hired test-takers made in order to gain access to the TOEFL exam, the Government claims, were also used to fraudulently obtain tangible documents from ETS. In accordance with the alleged scheme, these documents bore the name of each Defendant, but in fact reflected both the photograph of, and the exam score achieved by, the hired test-taker. Defendants do not dispute that the scheme alleged in the indictments involved obtaining the TOEFL score reports through misrepresentations. Rather, they contend that these documents cannot be considered property cognizable under the mail fraud statute. While Defendants’ argument merits some discussion, we conclude that it is ultimately unavailing.

As Defendants suggest, Cleveland dictates that, in order to be cognizable under the mail fraud statute, the score reports must be considered property in the hands of ETS. Defendants insist, however, that a score report does not exist except to be given to the test-taker, that ETS cannot use it for any other purpose, and that ETS cannot sell one person’s score report to any other person. Rather, according to Defendants, it is nothing more than the embodiment of the services that ETS provides, and that the paper and ink used to create a score report does not make it property. Defendants also argue that, because Cleveland clearly holds that a such a score report would not be property if it was issued by a governmental entity, to hold that ETS’s score report is property in the hands of ETS would create a serious anomaly whereby the Defendants’ alleged scheme would not be considered mail fraud if it related to a state licensing examination, such as a bar exam or a medical licensing exam, but would be considered mail fraud with respect to the TOEFL exam, the Scholastic Aptitude Test, the Law School Admissions Test, or any other privately administered standardized test.

As to Defendants’ first contention' — -that the score reports are not property in the hands of ETS — we disagree. ETS is alleged to be in the business of administering the TOEFL exam and issuing score reports. While it is true that the score reports represent the end result of the *597services provided by ETS, they are nonetheless tangible items produced by ETS, and ETS reserves the right to convey these items only to those individuals who meet its prescribed conditions. We do not think it credible for Defendants to contend that tangible items, held in the physical possession of a private entity, are not property. To the extent that Defendants pursue this argument, we construe it as a contention that the mail fraud statute does not apply to property with de minimis value.

In support of a de minimis exception to the mail fraud statute, Defendants cite to United States v. Schwartz, 924 F.2d 410, 417-18 (2d Cir.1991) and United States v. Granberry, 908 F.2d 278, 280 (8th Cir.1990). Both Schivartz and Granberry addressed the question of whether unissued licenses were property in the hands of a governmental entity for purposes of the federal fraud statutes. Correctly foretelling the outcome in Cleveland, both Courts held that such unissued licenses were not property. Schwartz and Granberry also addressed the Government’s argument that the licenses were nonetheless property by virtue of the paper they were printed on. In rejecting this argument, the Second Circuit stated:

This proposition is patently absurd. In the present instance, the [governmental entity] was not in the paper and ink business, it is a regulatory agency with the power to grant or withhold a license. The paper licenses given appellants were merely the expression of its regulatory imprimatur, and they had no other effect as “property” beyond their role as representatives of this regulatory grant.... Further, the value of the paper, ink and seal at issue is plainly inconsequential and — as McNally held that “to defraud” meant depriving individuals or the government of something of value — -must be deemed de minimis as a matter of law.

Schwartz, 924 F.2d at 418 (citations omitted). Granberry rejected a similar argument, stating:

A governmental permit may in some sense be property in the hands of the person who receives it, but licensing authorities have no property interest in licenses or permits, and allegations that they were obtained by fraud are not sufficient to state an offense under Section 1341. The physical piece of paper that represents the permit is tangible enough, but it is simply negligible — de minimis as a matter of law and insignificant as a matter of fact, apart from the legal entitlement it represents.

908 F.2d at 280 (citation omitted).

Schwartz and Granberry are, of course, both distinguishable from the case before us in that ETS is not a governmental licensing entity. Accordingly, the primary rationale .for holding that the licenses in those cases were not property within the meaning of the federal fraud statutes is not applicable here. It is thus certainly possible to attribute Schwartz’s and Gran-berry’s rejection of the Government’s attempts to salvage its indictments, by arguing that the licenses were property due to their tangibility, to the Courts’ conclusion that the unissued licenses were not property in any case. Nevertheless, it is also possible to read Schwartz and Granberry as recognizing a de minimis exception to the mail fraud statute regardless of whether the victim is a governmental licensing entity. Even if we read Schwartz and Granberry in the manner suggested by Defendants, however, we must reject their arguments because our recognition of a generally applicable de minimis exception would conflict with a prior decision of this Court.

In United States v. Martinez, 905 F.2d 709, 715 (3d Cir.1990), we took the position that unissued governmental licenses were *598property within the meaning of the mail fraud statute. Although this holding was later overruled by the Supreme Court in Cleveland, at least some of the rationale for our decision in Martinez lives on. The defendant in that case presented several arguments in support of his contention that a medical license issued by the Commonwealth of Pennsylvania was not property within the meaning of the mail fraud statute. One of these arguments was that “someone who fraudulently acquires property that has great value once acquired[ ] has not violated the mail fraud statute if the item acquired had no, or negligible, value in the hands of the victim.” Id. at 713. Whereas Schwartz and Granberry may be read to have accepted this argument, we found no support for it:

Nothing in the statutory language supports [the defendant’s] theory. The statute, which proscribes “obtaining money or property,” is broad enough to cover a scheme to defraud a victim of something that takes on value only in the hands of the acquirer as well as a scheme to defraud a victim of property valuable to the victim but valueless to the acquirer.

Martinez points to the language in McNally that “the original impetus behind the mail fraud statute was to protect the people from schemes to deprive them of their money or property.” 483 U.S. at 356, 107 S.Ct. at 2879. Arguably, taken out of context, this could signify that the statute applies only when the victim has been deprived of a valuable property right. However, the Court was clearly not focusing on the technical argument made here by Martinez but only on the issue presented in that case — whether property includes the ethereal right to honest government.

Id. We also found it significant that, in Carpenter, the Supreme Court held that no allegation of a monetary loss to the victim was required, but that the deprivation of a property interest alone was sufficient to constitute a mail fraud violation. Accordingly, we rejected the general proposition that the mail fraud statute is not implicated if the property defrauded has no value in the hands of the victim.18

Our analysis of this issue in Martinez survives the Supreme Court’s decision in Cleveland. In Cleveland, the Supreme Court held that Louisiana’s unissued video poker license was not “property” in the first instance because it was merely representative of the state’s sovereign power to regulate. 531 U.S. at 21, 121 S.Ct. 365. In Martinez, however, we assumed (albeit incorrectly) that an unissued license was “property” in the hands of the Commonwealth, and held that the license was not stripped of its status as “property” merely because it had negligible value in the hands of the Commonwealth. Thus, in our case, where we have no doubt that tangible pieces of paper held in the possession of a private entity are “property,” Martinez dictates that these items are no less “property” simply because they have negligible value.

The D.C. Circuit Court of Appeals’ decision in United States v. DeFries, 43 F.3d 707, 707-08 (D.C.Cir.1995), is also persuasive on this issue. In DeFries, several union officials were charged with mail fraud for the alleged theft, alteration, and destruction of ballots in a 1988 union merger referendum. The District Court dismissed the indictment on the ground that the theft of ballots did not constitute significant enough deprivations and thus, under McNally, were not cognizable under *599§ 1341. In defending that dismissal on appeal, the defendants conceded that the ballots were the tangible property of the union, but argued that they were of such de minimis value — worth no more than the paper or ink used in their printing'— that they failed to meet some threshold standard of significance implicit in the mail fraud statute. Responding to this argument, the D.C. Circuit stated:

It is difficult to see where the defendants find this de minimis exception. The mail fraud statute speaks only of “money or property” generally, not of property above a certain value. McNally incidentally quotes language from a 1924 case suggesting that the words “ ‘to defraud’ ... usually signify the deprivation of something of value by trick, deceit, chicane or overreaching,” 483 U.S. at 358, 107 S.Ct. at 2881 (emphasis added) (quoting Hammerschmidt v. United States, 265 U.S. 182, 188, 44 S.Ct. 511, 512, 68 L.Ed. 968 (1924)), but it does so simply to demonstrate that the mail fraud statute protects only traditional forms of property; there is no suggestion that once the subject of a fraud is determined to be property, it must additionally meet some threshold of value.

Id. at 709. Accordingly, the Court expressed significant doubts regarding the de minimis exception recognized in Schtvartz and Granberry. Nonetheless, the Court concluded that it need not decide the issue because the ballots in question had more than de minimis value:

Here the tangible property taken was not only substantially greater in scale than the single sheets of paper at issue in the two de minimis cases, but was also the sole physical embodiment of valuable information about member preferences, information that was costly to produce and would be at least as costly to recreate. That this information was of more than de minimis value to the union is made clear by the organization’s willingness to commit substantial resources to gathering it: as detailed in the indictment, the merger election involved the printing, national distribution, collection, and processing of thousands of official ballots at significant union expense. Cf Carpenter, 484 U.S. at 26, 108 S.Ct. at 320-21 (noting that efforts spent to generate and compile business information support the claim of a property interest in that information). The defendants’ alleged theft, alteration, and destruction of some of those ballots invalidated the entire enterprise and undid the union’s investment. Indeed, even if it were actually proven at trial that the defendants tampered with fewer ballots than necessary to turn the election, the theft would nevertheless undermine the election’s credibility — and thus the value of the union’s entire investment in the process — if accompanied by evidence of a risk of broader wrongdoing.

Id. at 710. The D.C. Circuit also went on to address the defendants’ argument that the ballots merely represent the union’s interest in democratic self-governance, which was found inadequate in McNally. The Court rejected this argument, reasoning that it confused means and ends: “[a] piece of property does not lose its status as such, nor is its value any less substantial, simply because it is held for ends that are abstract and that thereby seem non-property-like.” Id. at 710-11. Accordingly, the Court reinstated the indictment, finding that the referendum ballots and the information that they embodied indeed constituted property under § 1341.

We are confronted with circumstances nearly identical to DeFries, and we find the D.C. Circuit’s analysis persuasive. Here, even assuming the existence of a de minimis exception under the mail fraud statute, the superseding indictments suffi*600ciently allege that the score reports obtained under Defendants’ scheme were valuable. Like the ballots in DeFries, ETS’s score reports are the sole physical embodiment of substantial and valuable services that ETS provides. Moreover, even though the Defendants’ scheme allegedly defrauded ETS of only approximately sixty score reports, the fraud allegedly perpetrated on ETS (like the theft of union ballots in DeFries) undermined its credibility, “and thus the value of [its] entire investment in the process.” Id. Insofar as the superseding indictments allege that ETS has developed substantial goodwill due to the integrity of its TOEFL testing process, we conclude that such goodwill makes ETS’s score reports valuable, exceeding any potential de minimis threshold that may be required by the mail fraud statute.

As to Defendants’ second contention— that finding ETS’s score report to constitute property would lead to a result inconsistent with Cleveland — such an argument misunderstands the fundamental basis of the Supreme Court’s reasoning in that case. As we explained above, the result in Cleveland was based upon the conclusion that the issuance of government licenses is an exercise of a state’s police powers to regulate. Because the issuance of such a license is a component of the state’s regulatory scheme, the license was held not to be “property” in the hands of the regulator. Such reasoning is wholly inapplicable in this case. Here, ETS is a private business that provides a service and reports test results in pursuit of a profit-seeking endeavor. Unlike a state, ETS has no sovereign power to regulate.

Moreover, the Court in Cleveland made several observations in reaching its holding that are crucial to our analysis. Significantly, the Court rejected the Government’s argument that Louisiana’s licensing power was akin to a franchisor’s right to select franchisees. The Court noted that “a franchisor’s right to select its franchisees typically derives from its ownership of a trademark, brand name, business strategy, or other product that it may trade or sell in the open market.” 531 U.S. at 24, 121 S.Ct. 365. Louisiana’s licensing authority, the Court noted, does not rest on any similar asset, but rather upon its sovereign right to exclude applicants it deems unsuitable. Unlike the State of Louisiana, ETS’s power to issue score reports, which are relied upon by educational institutions, rests squarely on its ownership of the “ETS” trademark and the copyrights to its various examinations. Unlike a sovereign state, ETS can sell its “licensing authority” to others. We therefore conclude that our decision in this case is not at all inconsistent with the Supreme Court’s holding in Cleveland.

Our conclusion that this case differs significantly from Cleveland is well illustrated by the Sixth Circuit’s decision in United States v. Frost, 125 F.3d 346 (6th Cir.1997). In that case, the Court held that the University of Tennessee has a property interest in its unissued diplomas under the mail fraud statute, notwithstanding the fact that governmental entities do not have a property interest in their unissued licenses:

In general, the concept of “property” refers to a “bundle of rights” which includes the rights to possess, use, exclude, profit, and dispose. See Brotherton v. Cleveland, 923 F.2d 477, 481 (6th Cir.1991). Although we have recognized that a degree is a property interest of the graduate, see Crook v. Baker, 813 F.2d 88, 98-99 (6th, Cir.1987), we also have held that the government does not have a property right in a license which it has not issued yet for the purposes of the mail fraud statute. See Murphy, 836 F.2d at 253-54; see also United States v. Kato, 878 F.2d 267, 269 (9th *601Cir.1989) (under mail fraud statute, unissued pilot license is not property of government); but see United States v. Salvatore, 110 F.3d 1131, 1139-43 (5th Cir.1997) (unissued video poker license is property of government for purposes of mail fraud). We believe that an unissued university degree differs from an unissued regulatory license. Ultimately, a university is a business: in return for tuition money and scholarly effort, it agrees to provide an education and a degree. The number of degrees which a university may award is finite, and the decision to award a degree is in part a business decision. Awarding degrees to inept students, or to students who have not earned them, will decrease the value of degrees in general. More specifically, it will hurt the reputation of the school and thereby impair its ability to attract other students willing to pay tuition, as well as its ability to raise money. The University of Tennessee therefore has a property right in its unissued degrees[.]

Id. at 367. We see no principled distinction between the unissued diplomas in Frost and ETS’s score reports in this case.

In accordance with the foregoing, we hold that the superseding indictments sufficiently alleged that Defendants engaged in a scheme to defraud ETS of traditionally recognized property interests in its confidential business information and TOEFL score reports.19

C.

In holding that the superseding indictments sufficiently allege mail fraud violations, we must also consider three additional arguments advanced by Defendants. First, they argue that, in order to sufficiently state a violation, a mail fraud charge must include an allegation that their scheme was designed to actually “obtain” the victim’s property.20 Second, and relatedly, Defendants suggest that our Court in United States v. Zauber, 857 F.2d 137 (3d Cir.1988), and the Supreme Court in Cleveland, have categorically rejected the contention that the “right to control” one’s property is itself a property interest. Third, they insist that ETS could not have been defrauded of any property because Defendants fully paid the fee required by ETS to sit for the TOEFL exam and receive a score report. We address each of these arguments in turn.

1.

We reject Defendants’ first argument, primarily because it is inconsistent with the Supreme Court’s decision in Carpenter. Although the defendants in Carpenter clearly “obtained” the Journal’s confidential business information, this was not the conduct, according to the Court, that constituted the mail fraud violation. Rather, the conduct on which the Court focused was the act of fraudulently depriving the Journal of the exclusive use of its information.

Furthermore, Defendants’ argument misconstrues the language of other relevant decisions. For example, they rely upon the Supreme Court’s statement in Cleveland that “[i]t does not suffice, we clarify, that the object of the fraud may *602become property in the recipient’s hands; for purposes of the mail fraud statute, the thing obtained must be property in the hands of the victim.” 531 U.S. at 15, 121 S.Ct. 365. The context in which this statement was written, however, clarifies that the Court was not setting out a requirement that a mail fraud scheme must be designed to “obtain” property. Rather, this language reflects the Court’s conclusion that a victim has been defrauded of “property,” within the meaning of the mail fraud statute, only if that which the victim was defrauded of is something that constitutes “property” in the hands of the victim.

Defendants also insist that their interpretation of the mail fraud statute is supported by the Supreme Court’s holdings, in McNally and Cleveland, that § 1341’s second clause — “or for obtaining money or property by means of false or fraudulent promises” — “simply modifies” the first clause — “any scheme or artifice to defraud.” McNally, 483 U.S. at 359, 107 S.Ct. 2875; Cleveland, 531 U.S. at 26, 121 S.Ct. 365. Defendants construe this language as meaning that any violation of the mail fraud statute must involve a scheme for obtaining the victim’s property. We do not read McNally or Cleveland as providing any such requirement. In McNally, the language relied upon by Defendants was used by the Court in rejecting the Government’s argument that the first clause of § 1341 could be read alone without reference to the second clause. In Cleveland, this language was used by the Court in rejecting the Government’s argument that the second clause could be read alone without reference to the first clause. In neither case, however, did the Court hold that a mail fraud violation requires that the second clause of § 1341 be satisfied.

We explained the interaction between the first and second clauses of § 1341 in United States v. Thomas, 315 F.3d 190 (3d Cir.2002), in which we stated that “Congress intended the second dependent clause of the mail fraud statute to broaden the scope of the first clause. The mail fraud statute was thus intended to cover ‘any scheme or artifice to defraud [one of his money or property],’ including any ‘[scheme] for obtaining money or property by means of false or fraudulent ... promises.’ ” Id. at 198 (quoting McNally, 483 U.S. at 351, 107 S.Ct. 2875) (second alteration in original). Under Defendants’ interpretation of § 1341, however, the statute would cover “any scheme or artifice to defraud [one of his money or property],” but limited to any “[scheme] for obtaining money or property.” Such an interpretation contravenes our holding in Thomas and we must therefore reject it.21

*6032.

With respect to Defendants’ second argument, we do not find that our decision in Zauber is inconsistent with our analysis of this case. In Zauber, 857 F.2d at 140-41, the administrators of an employee pension fund were charged with mail and wire fraud for causing the pension fund to invest money in an entity whose principals then paid kickbacks to the administrators. In support of its indictment, the Government argued, inter alia, that the pension fund suffered an actual loss of money or property because the pension fund was deprived of control over its money. Our Court, focusing on a footnote in McNally, reasoned that the footnote “suggests ... that such a theory is too amorphous to constitute a violation of the mail fraud statute as it is currently written.” Id. at 147. Defendants argue that if the pension fund’s loss of control over its money did not constitute a mail fraud violation in Zauber, then ETS’s loss of control over who may take the TOEFL exam and receive a score report also cannot constitute a mail fraud violation.

There is a crucial distinction, however, between the loss of control we addressed in Zauber and ETS’s deprivation in this case. In Zauber, the defendants were officers of the pension fund whom we recognized had the power and authority to invest the fund’s money. The purported loss of control that we addressed in that case was the defendants’ assertion of control over the pension fund’s money that the pension fund itself might not otherwise have made. See id. at 146. Here, however, the asserted deprivation is not merely that ETS would have chosen to control its property in a manner different from Defendants. Rather, the deprivation in this case is identical to that asserted in Carpenter, i.e., the deprivation of ETS’s right to exclusive use of its property.

Remarkably, Defendants also contend that the Supreme Court rejected the “loss of control” theory in Cleveland. As noted above, the Court indeed held that Louisiana’s right to control its issuance of state licenses was not a property right recognized under the mail fraud statute. That holding, however, was expressly premised on the fact that such control “amount[ed] no more and no less than Louisiana’s sovereign power to regulate.” 531 U.S. at 23, 121 S.Ct. 365. There is no suggestion in Cleveland, especially given the Court’s holding in Carpenter, that the Court’s reasoning with respect to the State of Louisiana could be extended to the property interests of private entities. We therefore reject Defendants’ reliance on Cleveland.

3.

Defendants also attribute significance to the fact that ETS was fully paid for access to the TOEFL exam and receipt of the score report. They cite to Cleveland for the proposition that since ETS was paid in full, it could not have been deprived of any money or property. This reference to Cleveland, however, is misleading. As noted above, the Court in Cleveland rejected the Government’s argument that Louisiana’s video poker license constituted property merely because of the state’s large economic stake in the industry. 531 U.S. at 22, 121 S.Ct. 365. After rejecting that argument, the Court stated:

Tellingly, as to the character of Louisiana’s stake in its video poker licenses, *604the Government nowhere alleges that Cleveland defrauded the State of any money to which the State was entitled by law. Indeed, there is no dispute that TSG paid the State of Louisiana its proper share of revenue, which totaled more than $1.2 million, between 1993 and 1995. If Cleveland defrauded the State of “property,” the nature of that property cannot be economic.

Id. This text, does not, contrary to Defendants’ argument, suggest that a person has not been defrauded out of property so long as that property is fully paid for. Rather, we read this quoted text as referring to the uncontroversial proposition that, if the object of which the victim was alleged to have been defrauded was fully paid for, then the victim could not have been defrauded of any money. That does not end the inquiry, however, as to whether the victim was defrauded of the object itself.

Moreover, Carpenter makes clear that a financial loss is not a required element under the mail fraud statute. As our discussion above indicates, the Supreme Court expressly rejected the argument that a scheme to defraud requires a monetary loss. 484 U.S. at 27, 108 S.Ct. 316. Rather, the Court found it sufficient that the Journal was defrauded of the right to exclusive use of its confidential business information.

The flaw in Defendants’ argument is well-illustrated by the Second Circuit’s decision in United States v. Schwartz, 924 F.2d 410, 421 (2d Cir.1991). In that case, Litton Industries agreed to sell night vision equipment to the defendant, but conditioned the sale on a promise that the defendant would not violate the U.S. export law by reselling the equipment to undocumented foreign customers. The defendant agreed to the condition, paid for the equipment in full, received it, and then broke his promise. The defendant was then charged and convicted of wire fraud.

On appeal, he argued that he had not defrauded Litton of the equipment because it suffered no economic harm. The Second Circuit rejected this argument, stating:

[T]he fact that Litton was paid for its night vision goggles does not mean that Litton received all it bargained for. In fact, it did not. Litton insisted its product not be exported from the country illegally and defendants’ conduct deprived Litton of the right to define the terms for the sale of its property in that way, and cost it, as well, good will because equipment Litton, a government contractor, sold was exported illegally. The fact that Litton never suffered— and that defendants never intended it— any pecuniary harm does not make the fraud statutes inapplicable. The record sufficiently demonstrates that Litton sold its products to appellants only because of their deceit and misrepresentations, which were offered as consideration for Litton to contract with them. Hence, appellants’ convictions for wire fraud against Litton should be affirmed.

Id. at 421; see also Walker v. Galt, 171 F.2d 613, 614 (5th Cir.1948) (“ ‘The vendor has the right to select the person to whom he will sell.... [Fjraud may be predicated upon misrepresentations as to the identity of the purchaser....’”). We agree with the Second Circuit’s analysis. Accordingly, the only conclusion we draw from the fact that ETS was paid in full is that ETS was not defrauded of any money. This fact, however, bears no relevance to whether ETS was otherwise defrauded of its property.

IV.

AI Hedaithy’s second primary argument on appeal challenges the sufficiency of the evidence upon which his conviction is based. We apply a “particularly deferential” standard of review with respect to a *605challenge to the sufficiency of evidence supporting a guilty verdict. United States v. Cothran, 286 F.3d 173, 175 (3d Cir.2002) (quoting United States v. Dent, 149 F.3d 180, 187 (3d Cir.1998)). The verdict must be sustained if there is substantial evidence to support it. Burks v. United States, 437 U.S. 1; 17, 98 S.Ct. 2141, 57 L.Ed.2d 1 (1978); United States v. Beckett, 208 F.3d 140, 151 (3d Cir.2000). If “after viewing the evidence in the light most favorable to the prosecution, any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt,” this Court will sustain the verdict. Jackson v. Virginia, 443 U.S. 307, 319, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979); see Cothran, 286 F.3d at 175. We do not reweigh the evidence presented at trial or reassess the credibility of the witnesses, Glasser v. United States, 315 U.S. 60, 80, 62 S.Ct. 457, 86 L.Ed. 680 (1942); Cothran, 286 F.3d at 175, and we will overturn a guilty verdict “only if no reasonable juror could accept the evidence as sufficient to support the conclusion of the defendant’s guilt beyond a reasonable doubt.” United States v. Coleman, 811 F.2d 804, 807 (3d Cir.1987).

Prior to his bench trial, A1 Hedaithy stipulated to the facts alleged in his superseding indictment. Because we hold that the facts alleged in the indictment were sufficient to state a mail fraud violation, we must also conclude that the District Court’s guilty verdict was based on sufficient evidence.

A1 Hedaithy’s arguments to the contrary are premised on suppositions that we have rejected above. For example, he argues that the Government presented no evidence that the alleged scheme was designed to obtain any property from ETS. As we have explained, however, the mail fraud statute does not require that a scheme be designed to obtain any property from the victim; rather it is sufficient that the scheme is designed to fraudulently deprive the victim of property or an interest in property. We therefore conclude that A1 Hedaithy’s argument is inapplicable with respect to ETS’s confidential business information. We also believe his argument is inapplicable with respect to ETS’s score reports because A1 Hedaithy stipulated that the scheme was designed to obtain the TOEFL score reports.

A1 Hedaithy. also argues that the Government presented no evidence that he obtained from ETS, or deprived ETS of, it copyrights, trademarks, or goodwill. As noted above, however,, such evidence was not necessary in order to sustain his conviction. Instead, the Government has sufficiently alleged, and the stipulations sufficiently support, theories of mail fraud liability based upon the deprivation of ETS’s confidential business information and TOEFL score reports.

We agree with the Government that A1 Hedaithy, in advancing this sufficiency of the evidence challenge, has merely restated his legal challenge to the sufficiency of his superseding indictment. We rejected those arguments above and we similarly reject them here.

V.

Finally, A1 Hedaithy argues that the District Court erred in denying his motion for discovery to pursue a selective-prosecution claim.22 The District Court’s denial of discovery is reviewed for abuse of discretion. See United States v. Berrigan, 482 F.2d 171, 181 (3d Cir.1973). “An abuse of discretion exists where the dis*606trict court’s decision rests upon a clearly erroneous finding of fact, an errant conclusion of law, or an improper application of law to fact.” International Union, United Auto., Aerospace and Agr. Implement Workers of America, UAW v. Mack Trucks, Inc., 820 F.2d 91, 95 (3d Cir.1987).

As we have noted ábove, the District Court assumed, without deciding, that A1 Hedaithy had presented sufficient evidence to warrant discovery and such discovery would show that A1 Hedaithy and approximately sixty related defendants were prosecuted selectively because they were of Arab and/or Middle Eastern descent. The Court concluded, however, that such a selective prosecution would survive an equal protection analysis. The District Court applied rational basis review, and concluded that “in making a prosecutorial decision to target Middle Eastern and Arab people for prosecution, I can’t say is an irrational exercise of prosecutorial discretion.” Accordingly, the District Court concluded that A1 Hedaithy would'not prevail on his selective-prosecution claim even assuming his discovery motion was granted. The Court therefore denied the motion.

The District Court erred in its belief that further equal protection analysis was required after assuming that discovery would reveal that the decision to prosecute A1 Hedaithy was based upon his race or ethnicity. According to the Supreme Court, a prosecutor’s discretion to enforce the law, though broad, is nonetheless constrained by the equal protection component of the Due Process Clause of the Fifth Amendment. United States v. Armstrong, 517 U.S. 456, 464, 116 S.Ct. 1480, 134 L.Ed.2d 687 (1996) (citing Bolling v. Sharpe, 347 U.S. 497, 500, 74 S.Ct. 693, 98 L.Ed. 884 (1954)). In accordance with this constraint, the Supreme Court has héld that “the decision whether to prosecute may not be based on ‘an unjustifiable standard such as race, religion, or other arbitrary classification.’ ” Id. (quoting Oyler v. Boles, 368 U.S. 448, 456, 82 S.Ct. 501, 7 L.Ed.2d 446 (1962)). This holding indicates that an equal protection analysis is already incorporated into the Court’s selective-prosecution jurisprudence, and, more importantly, that a pros-ecutorial decision made on the basis of race is per se unjustifiable. Accordingly, once a defendant adequately shows that the prosecutor’s decision was based upon his race, the defendant has succeeded on his selective-prosecution claim and he is entitled to a proper remedy.23 The District .Court was therefore not entitled to assume, without deciding, that discovery would show A1 Hedaithy was prosecuted on the basis of his Arab and/or Middle Eastern descent, without also holding that he had prevailed on his selective-prosecution claim.

For these reasons, we conclude that the District Court abused its discretion. This conclusion, however, does not end our analysis. The Government contends that, despite the District Gourt’s error, its ultimate decision to deny discovery was correct. It insists that A1 Hedaithy failed to satisfy the threshold showing necessary to entitle him to discovery on his selective-prosecution claim. According to the Government, it would have been error for the District Court to grant Al Hedaithy’s discovery motion, and we should therefore affirm the Court’s denial.

The record before us contains A1 Hediathy’s motion for discovery, as well as the documents that A1 Hedaithy offered in support of his motion. Accordingly, we *607may independently review whether he was entitled to discovery. After conducting such a review, we agree with the Government that A1 Hedaithy failed in any case to satisfy the substantial evidentiary threshold necessary to obtain discovery on his selective prosecution claim, and he therefore suffered no prejudice as a result of the District Court’s abuse of discretion.

In Armstrong, the Supreme Court explained that in order to succeed in a selective-prosecution claim, “[t]he claimant must demonstrate that the federal prose-cutorial policy ‘had a discriminatory effect and that it was motivated by a discriminatory purpose.’ ” 517 U.S. at 465, 116 S.Ct. 1480 (quoting Wayte, 470 U.S. at 608, 105 S.Ct. 1524). To complement this “rigorous standard” for proving a selective-prosecution claim, the Supreme Court requires “a correspondingly rigorous standard for discovery in aid of such a claim.” Id. at 468, 105 S.Ct. 1524. The required threshold to obtain discovery is “ ‘some evidence tending to show the existence of the essential elements of the defense,’ discriminatory effect and discriminatory intent.” Id. (quoting United States v. Berrios, 501 F.2d 1207, 1211 (2d Cir.1974)).

With respect to the first essential element — discriminatory effect — the Supreme Court requires the claimant to make a “credible showing” that “similarly situated individuals of a different race were not prosecuted.” Id. at 465, 470, 105 S.Ct. 1524. In Armstrong, the defendant, in furtherance of his selective-prosecution claim, supported his discovery motion with an affidavit from a paralegal in the Federal Public Defender’s Office, as well as an accompanying study, indicating that “in every one of the [twenty-four] [21 U.S.C.] § 841 and § 846 cases closed by the office during 1991, the defendant was black.” Id. at 459, 116 S.Ct. 1480. The Supreme Court held that this study and affidavit did not meet the threshold standard of “some evidence” because these materials “failed to identify individuals who were not black and could have been prosecuted for the offenses for which respondents were charged, but were not prosecuted.” Id. at 470,116 S.Ct. 1480.

In a subsequent decision, United States v. Bass, 536 U.S. 862, 863, 122 S.Ct. 2389, 153 L.Ed.2d 769 (2002) (per curiam), the Court reiterated that a defendant must make a “credible showing” that similarly situated individuals of a different race were treated differently. In Bass, the evidence presented to support the discriminatory effect element were “nationwide statistics demonstrating that ‘[t]he United States charges blacks with a death-eligible offense more than twice as often as it charges whites’ and that the United States enters into plea bargains more frequently with whites than it does with blacks.” Id. In concluding that this was not sufficient “credible evidence,” the Court stated:

Even assuming that the Armstrong requirement can be satisfied by a nationwide showing (as opposed to a showing regarding the record of the decisionmak-ers in respondent’s case), raw statistics regarding overall charges say nothing about charges brought against similarly situated defendants. ... Under Armstrong, therefore, because respondent failed to submit relevant evidence that similarly situated persons were treated differently, he was not entitled to discovery.

Id. at 863-64,122 S.Ct. 2389.

Applying the standard set forth by the Supreme Court in Armstrong and Bass to this case, we conclude that A1 Hedaithy did not present sufficient credible evidence of discriminatory effect. The evidence that he did present was in the form of numerous newspaper articles.24 According to A1 *608Hedaithy, these articles demonstrate that at least several thousand people cheat on the TOEFL exam each year, yet, with the exception of A1 Hedaithy and the approximately sixty related Arab and/or Middle Eastern defendants who participated in the relevant scheme, the Government has never before prosecuted such cheaters for any offense. The defect in A1 Hedaithy’s proffer is that none of this evidence indicates that similarly situated persons were treated differently. Demonstrating that thousands of other people have also cheated on the TOEFL exam does nothing to identify persons who are similarly situated. It is not possible to tell, from the evidence presented by A1 Hedaithy, whether the thousands of people who cheat on the TOEFL exam each year are involved in widespread conspiracies, or have paid someone else to take the exam for them. A1 Hedaithy, who paid an imposter to take the TOEFL exam so that he could obtain admission to an educational institution and remain eligible to reside legally in the United States, is not similarly situated with a hypothetical individual who cheats by merely copying his neighbor’s answers. Nor is A1 Hedaithy similarly situated with one who has not engaged in a scheme involving approximately sixty other foreign nationals attempting through fraud to maintain their residency in the United States. In short, A1 Hedaithy presented no evidence indicating that the Government has ever uncovered a similar mail fraud scheme involving persons who were not Arab and/or Middle Eastern, but did not prosecute them. Accordingly, we conclude that A1 Hedaithy did not present sufficient “credible evidence” of discriminatory effect.25 He was therefore not entitled to discovery on his selective-prosecution claim.

Because A1 Hedaithy was not otherwise entitled to discovery, we will not reverse the District Court’s denial of his discovery motion.

*609VI.

For the foregoing reasons, the judgments of the District Court will be affirmed.

KING, Circuit Judge:

Defendant-appellee-cross-appellant Barney Dewey Ratcliff, Jr. was charged by indictment with fourteen counts of mail fraud, in violation of 18 U.S.C. § 1341, based on alleged activities involving election fraud in Louisiana. The district court granted Ratcliffs motion to dismiss the counts, concluding that the indictment did not allege a scheme to defraud anyone of money or property, thereby failing to state the offense of mail fraud under § 1341. The United States now appeals, arguing that a scheme to obtain the salary and employment benefits of elected office through election fraud satisfies the requirements of the mail fraud statute. We AFFIRM.1

I. FACTUAL AND PROCEDURAL BACKGROUND

Livingston Parish, Louisiana, operates under a home rule charter providing that its citizens elect a parish president for a four-year term. See La. Const, art. VI, § 5; Livingston PaRish Home Rule Charter § 3-02. In 1999, Ratcliff was the incumbent Livingston Parish president and a candidate for reelection.

Candidates for public office in Louisiana must abide by the provisions of Louisiana’s Campaign Finance Disclosure Act (“CFDA”), La.Rev.Stat. Ann. §§ 18:1481-:1532. The CFDA prohibits any candidate for parishwide elective office, including the parish presidency, from receiving contributions, loans, or loan guarantees in excess of $2500 from any individual. Id. §§ 18:1483(7)(b),:1505.2(H). Candidates must also file campaign finance disclosure reports with the Louisiana Board of Ethics (the “Board” or “Board of Ethics”). Id. § 18:1484. The reports are to detail all campaign contributions, loans, loan guarantors, and expenditures. Id. § 18:1495.5.

According to the indictment, Ratcliff obtained several loans violative of the CFDA from September to November 1999. On September 23, 1999, Ratcliff obtained a $50,000 bank loan for the purpose of fi*642nancing his reelection campaign. Ratcliff had insufficient income and assets to qualify for the loan, and a local businessman with sufficient assets served as cosigner. One week later, on October 7, Ratcliff obtained another $50,000 loan with the same businessman as cosigner. The cosigner also assigned a $50,000 certificate of deposit as collateral.

On October 12, Ratcliff filed with the Board of Ethics a campaign finance disclosure report in which he disclosed the first loan and the businessman’s guarantee of that loan. On October 19, a staff member of the Board advised Ratcliff that the businessman’s guarantee possibly violated the CFDA. In response, Ratcliff informed the Board that he had instructed the bank to prepare new loan documents for his signature alone.

On October 22, Ratcliff obtained two new loans to pay off the loans that had been improperly guaranteed by the businessman. The indictment charges that the new loans were secured by a pledge of $99,000 in cash, supplied by one of Rat-cliffs wealthy supporters who had a financial interest in the transfer of a permit for operation of a landfill in Livingston Parish to Waste Management, Inc. (“Waste Management”). The transfer, which was allegedly supported by Ratcliff, was a major election issue. Ratcliff obtained another $50,000 loan on November 3, allegedly secured by a pledge of $55,000 in cash supplied by the same wealthy supporter. The indictment asserts that Ratcliff knew that his receipt of the cash for all three loans violated the $2500 individual loan limitation and that he did not report it in his campaign finance disclosure reports.

Ratcliff was reelected as parish president on November 20. During the course of the campaign, Ratcliff had contracted with a political consultant to help with his reelection bid, and by the time of the election, Ratcliff owed the consultant over $57,000. On November 22, a Waste Management lobbyist allegedly gave Ratcliff approximately $44,000 in cash for Ratcliffs political consultant to hold as collateral until Ratcliff paid the consultant the money owed. The indictment alleges that Rat-cliff knew that his use of the cash to secure a campaign debt violated the $2500 statutory limitation and that Ratcliff did not disclose the illegal loan in his campaign finance disclosure reports.

In addition to Ratcliffs failure to report the amount and source of certain cash and loans he received, he allegedly misled the Board of Ethics during its investigation of his activities. Specifically, the indictment alleges that Ratcliff falsely represented that he had the creditworthiness to obtain the original loans on September 23 and October 7, 1999, without a cosigner and that the replacement loans were obtained on the basis of his independent creditworthiness. And despite requests from the Board for information on his use of collateral to secure the replacement loans, Rat-cliff allegedly failed to disclose that the collateral was borrowed cash. The indictment also asserts that Ratcliff used the mails to submit a campaign finance disclosure report and two letters concerning the ethics investigation to the Board of Ethics, as well as to receive the financial benefits of office.

After Ratcliffs reelection as parish president, Ratcliff served in office from January 10, 2000, to January 12, 2004. During this term, Ratcliff allegedly received over $300,000 in salary and employment benefits from the parish.

On November 3, 2004, Ratcliff was charged by indictment with fourteen counts of mail fraud and one count of making a false statement to a financial *643institution.2 With regard to the mail fraud counts, the Government alleged that Rat-cliff used the mails in a scheme to defraud Livingston Parish of the salary and employment benefits of elected office through misrepresentations he made to the Board of Ethics concerning the financing of his campaign. According to the Government, Ratcliff secured his reelection as parish president by obtaining the illegal funding and concealing his violations from the Board of Ethics.

On March 1, 2005, Ratcliff filed a motion to dismiss the mail fraud counts. After hearing oral argument on the motion, the district court granted the motion on May 23. The Government appealed.

II. DISCUSSION

The Government contends that Ratcliffs indictment sufficiently charged the offense of mail fraud because the salary and employment benefits of elected office constitute “money or property” under the mail fraud statute and because fraudulent job procurement can constitute mail fraud in the election context just as it can in the typical hiring context. Ratcliff counters that any misrepresentations he allegedly made to the Board of Ethics, which is a state entity, were unrelated to the salary and benefits paid as a matter of course by Livingston Parish, which is a distinct, local entity.

We review the sufficiency of an indictment de novo, taking the indictment’s allegations as true. United States v. Crow, 164 F.3d 229, 234 (5th Cir.1999). The Federal Rules of Criminal Procedure require that the indictment be “a plain, concise and definite written statement of the essential facts constituting the offense charged.” Fed.R.Crim.P. 7(c)(1). The indictment is sufficient if it “alleges every element of the crime charged and in such a way as to enable the accused to prepare his defense and to allow the accused to invoke the double jeopardy clause in any subsequent proceeding.” United States v. Bieganowski, 313 F.3d 264, 285 (5th Cir.2002) (citation and internal quotation marks omitted). When reviewing the indictment, we must keep in mind that “the law does not compel a ritual of words” and that an indictment’s validity depends on practical, not technical, considerations. Crow, 164 F.3d at 235 (quoting United States v. Devoll, 39 F.3d 575, 579 (5th Cir.1994)). And “[t]he starting place for any determination of whether the charged conduct [is] proscribed by [a criminal] statute is a reading of the language of the charging instrument and the statute itself.” United States v. White, 258 F.3d 374, 381 (5th Cir.2001) (second and third alterations in original) (quoting United States v. Morales-Rosales, 838 F.2d 1359, 1361 (5th Cir.1988)).

To sufficiently charge the offense of mail fraud,3 the indictment must allege *644that (1) the defendant devised or intended to devise a scheme to defraud, (2) the mails were used for the purpose of executing, or attempting to execute, the scheme, and (3) the falsehoods employed in the scheme were material.4 United States v. Caldwell, 302 F.3d 399, 409 (5th Cir.2002). The first element includes a defendant’s scheme or artifice (1) “to deprive another of the intangible right of honest services,” 18 U.S.C. § 1346, (2) “for obtaining money or property by means of false or fraudulent pretenses, representations, or promises,”5 18 U.S.C. § 1341, or (3) “to sell, dispose of, loan, exchange, alter, give away, distribute, supply, or furnish or procure for unlawful use any counterfeit or spurious ... article,” 18 U.S.C. § 1341. See Caldwell, 302 F.3d at 406. Only the second type of scheme or artifice is at issue in this appeal, as Ratcliff was charged with a scheme to defraud Livingston Parish of the money and property represented by “the powers, privileges, salary, and other benefits” of his elected office.

We do not dispute the Government’s contention that a salary and other financial employment benefits can constitute “money or property” under the statute; as the Eighth Circuit put it when discussing a scheme to defraud an employer of wages, “[m]oney is money, and ‘money’ is specifically mentioned in the statutory words.” United States v. Granberry, 908 F.2d 278, 280 (8th Cir.1990) (emphasis omitted); see also Pasquantino v. United States, 544 U.S. 349, 356-57, 125 S.Ct. 1766, 161 L.Ed.2d 619 (2005) (recognizing that money in the public treasury is the government’s “money” for purposes of the mail fraud statute). But the real question before us is whether the indictment alleges a scheme to defraud the alleged victim— Livingston Parish — of that money.6 See United States v. Rico Indus., Inc., 854 F.2d 710, 713 (5th Cir.1988) (“The mail fraud statute protects only against schemes or artifices to defraud the property rights of citizens.”). As the Supreme Court has explained, “the words ‘to defraud’ commonly refer ‘to wronging one in his property rights by dishonest methods *645or schemes,’ and ‘usually signify the deprivation of something of value by trick, deceit, chicane, or overreaching.’ ” McNally v. United States, 483 U.S. 350, 359, 107 S.Ct. 2875, 97 L.Ed.2d 292 (1987) (quoting Hammersckmidt v. United States, 265 U.S. 182, 188, 44 S.Ct. 511, 68 L.Ed. 968 (1924)). Accordingly, in determining whether the indictment alleges a scheme to defraud Livingston Parish of money or property, we must look to whether the alleged scheme is one to deprive the parish of money or property through misrepresentations, thereby wronging the parish’s property rights.7 See id. at 360, 107 S.Ct. 2875 (holding that the mail fraud statute is “limited in scope to the protection of property rights”); see also Cleveland v. United States, 531 U.S. 12, 19, 121 S.Ct. 365, 148 L.Ed.2d 221 (2000) (recognizing the Court’s “[r]eject[ion of] the argument that ‘the money-or-property requirement ... does not limit schemes to defraud to those aimed at causing deprivation of money or property’ ”); Carpenter v. United States, 484 U.S. 19, 27, 108 S.Ct. 316, 98 L.Ed.2d 275 (1987) (“Sections 1341 and 1343 reach any scheme to deprive another of money or property by means of false or fraudulent pretenses, representations, or promises.”).8

Applying these principles, it is evident that Ratcliffs indictment does not allege a scheme to defraud Livingston Parish of any money or property. According to the indictment, Ratcliff devised a scheme (1) to conceal campaign finance violations from the Board of Ethics, which would (2) deceive the voting public about the campaign contributions he received, which would (3) secure his reelection to office, which would (4) cause Livingston Parish to pay him the salary and other financial benefits budgeted for the parish president. Although the charged scheme involves Ratcliff ultimately receiving money from the parish, it cannot be said that the parish would be deprived of this money by means of Ratcliffs misrepresentations, as the financial benefits budgeted for the parish president go to the winning candidate regardless of who that person is. Nor would the parish be deprived of its control over the money by means of Rat-cliffs fraud, as the parish has no such control other than ensuring that the benefits are paid to the duly elected candidate. There are no allegations, for example, that the parish was deceived into paying the parish president’s salary to someone who did not win the election or to someone who failed to meet the parish’s minimum requirements for office.9 Indeed, there are no allegations that the parish would be deceived, either directly or indirectly, into taking any action at all; rather, the indictment alleges a scheme to deceive the Board of Ethics and the voters. Though the misrepresentations in a mail fraud scheme need not be made directly to the scheme’s victim, see, e.g., United States v. Pepper, 51 F.3d 469, 473 (5th Cir.1995), the alleged scheme must nevertheless be one to defraud the victim. Ratcliffs indictment provides no basis to find a scheme to defraud Livingston Parish through misrepresentations made to the Board of Ethics. The misrepresentations *646simply did not implicate the parish’s property rights.

The Sixth Circuit recently reached a similar result in United States v. Turner, 465 F.3d 667 (6th Cir.2006). In that case, Turner was indicted on charges that, inter alia, he engaged in a scheme to violate state campaign finance laws and to mail false campaign finance reports to the state in order to cover up the violations, thereby assisting the election of two state officials who received salaries from the state while in office. Id. at 670. The Sixth Circuit surveyed the case law and concluded that “applying the mail fraud statute to a case of election fraud based on a theory that the candidate attempted to obtain money in the form of a salary would be a novel application of the mail fraud statute.” Id. at 678. Looking to the merits of the theory, the court determined that in the election fraud context, “the government and citizens have not been deprived of any money or property because the relevant salary would be paid to someone regardless of the fraud. In such a case, the citizens have simply lost the intangible right to elect the official who will receive the salary.” Id. at 680. The court further decided that the allegedly defrauded state had “no control over the appropriation of the salary beyond ensuring payment to the duly elected official,” and that “[although the salary comes from the public fisc, there is no discretion regarding either whether or to whom it is paid.” Id. at 682. Accordingly, the court concluded that “there is no resulting property deprivation” from the alleged scheme. Id.

The Government makes several arguments seeking to avoid this conclusion here. First, the Government contends that several courts in other circuits have embraced the so-called “salary theory,” under which a mail fraud charge can be supported by a scheme to use deceit to obtain a job and the salary that comes with it. Yet even if the salary theory were to be accepted in this circuit, the cases discussing and accepting the theory involve situations in which a job applicant falsely represented his qualifications or skills in order to obtain a job, deceiving the employer into hiring or promoting someone that he would not have otherwise hired or promoted.10 In United States v. Granber- *647 ry, for example, the defendant obtained the job of school-bus driver by concealing a murder conviction, which would have prevented his hiring if known to the school district. 908 F.2d at 279. The Eighth Circuit reversed the district court’s dismissal of the indictment, holding that the defendant’s alleged scheme deprived the school district of money because the district did not get what it paid for — a school-bus driver who had not been convicted of a felony. Id. at 280. The court also concluded that the scheme deprived the school district of the property right to choose the person to whom it transferred money. Id. Similarly, the defendants in United States v. Doherty were Boston policemen who schemed to steal copies of civil service examinations and sell them to other policemen so that they could cheat and obtain promotions. 867 F.2d 47, 51 (1st Cir.1989). The First Circuit held that such a scheme fell within the prohibition of the mail fraud statute because it deprived the employer “of control over how its money was spent.” Id. at 60 (quoting McNally, 488 U.S. at 360, 107 S.Ct. 2875). Unlike these situations, Ratcliffs charged conduct posed no harm to any of Livingston Parish’s property rights: the parish does not bargain for elected officials of a particular quality such that Ratcliffs fraud could have denied it the value for which it paid, and the parish does not have control over the recipient of the parish president’s salary such that Ratcliffs misrepresentations deprived it of that control. As the Sixth Circuit summarized when distinguishing these cases, “these examples, which address the government’s role as employer, where job qualifications can be economically quantified, are not analogous to an election fraud case, where the government’s role is purely administrative and the public’s role is a political one.” Turner, 465 F.3d at 682.

Responding to these distinctions, the Government contends that if a job procurement theory can successfully support a charge of mail fraud when a government employer is making the hiring decision itself, the result should not change merely because the parish has effectively delegated its hiring decision to the electorate. We disagree, however, with the notion that the electoral process constitutes an effective delegation of hiring authority from the parish government to the voters. The power to select the parish president does not originate from the parish government, but rather is vested in the electorate under the Louisiana Constitution and Livingston Parish’s Home Rule Charter. See La. Const. art. 6, § 11 (“The electors of each local governmental subdivision shall have the exclusive right to elect their governing authority.”); Livingston PaRish Home Rule Chaeter § 3-02 (“The president shall be elected at large by the qualified voters of the parish according to the election laws of the state for a four (4) year term.”). Although the parish government is obligated to pay whichever candidate the voters elect, it has no discretion in the matter; its role is purely administra *648tive, “implicat[ing] the [g]ovemment’s role as sovereign, not as property holder.” Cleveland, 531 U.S. at 23-24, 121 S.Ct. 365; Turner, 465 F.3d at 682. There is thus no basis to view the electorate as an agent of the government such that false statements influencing the voters could be viewed as a fraud on the parish.

Finally, the Government contends that the scheme alleged in this case is no different than fraudulent contract procurement schemes, in that courts have allowed mail fraud charges to be brought in such situations without any actual financial loss to the victim. But the cases cited by the Government do not address the scope of the mail fraud statute, instead discussing whether fraudulently procured contracts can cause a financial loss to the victim for sentencing purposes if the contracts were properly performed by the perpetrator of the fraud. See United States v. Sublett, 124 F.3d 693, 695 (5th Cir.1997); see also United States v. Pendergraph, 388 F.3d 109, 113-14 (4th Cir.2004); United States v. Schneider, 930 F.2d 555, 558 (7th Cir.1991). Moreover, the cases only discuss loss in “a narrow financial sense,” Schneider, 930 F.2d at 558, and one of the cases recognized that fraud through “nonmone-tizable losses” exists where a contractor imposes a risk of loss on his employer by misrepresenting that he meets the qualifications required by his employer or otherwise fraudulently denies the employer of value for which he contracted, see id. We have not suggested that a mail fraud scheme must actually cause a financial loss to the victim, merely that a scheme to defraud a victim of money or property, if successful, must wrong the victim’s property rights in some way. See McNally, 483 U.S. at 358-59, 107 S.Ct. 2875. Unlike fraudulent contract procurement schemes in which the employer is deprived of value for which it contracted or control over its money, the scheme alleged in the indictment implicates none of Livingston Parish’s property rights.

Our analysis in this appeal also takes into account federalism concerns, and on this front we are informed by the Supreme Court’s decision in Cleveland v. United States, 531 U.S. 12, 121 S.Ct. 365, 148 L.Ed.2d 221 (2000). The defendant in Cleveland was charged with mail fraud for obtaining a license to operate video poker machines by means of false statements to a state licensing board. The Court held that such a license does not constitute “property” in the hands of the deceived state, as it is without value before being issued, and therefore cannot support a charge of mail fraud. See id. at 22-23, 121 S.Ct. 365. The Court further recognized that the state’s core concern in issuing video poker licenses is regulatory rather than proprietary and that accepting the indictment’s theory of mail fraud would broadly expand federal criminal jurisdiction to cover a wide range of conduct that has traditionally been regulated by state and local governments, which the Court declined to do in the absence of a clear statement by Congress. Id. at 20-21, 24-25, 121 S.Ct. 365.

In construing the meaning of the terms of the mail fraud statute, we are similarly guided by the principle that “ ‘unless Congress conveys its purpose clearly, it will not be deemed to have significantly changed the federal-state balance’ in the prosecution of crimes.” Jones v. United States, 529 U.S. 848, 858, 120 S.Ct. 1904, 146 L.Ed.2d 902 (2000) (quoting United States v. Bass, 404 U.S. 336, 349, 92 S.Ct. 515, 30 L.Ed.2d 488 (1971)). Like the poker licensing system at issue in Cleveland, Louisiana law establishes a comprehensive regulatory system governing campaign contributions and finance disclosures for state and local elections, with state civil and criminal penalties in place for making *649misrepresentations on campaign finance disclosure reports. La.Rev.Stat. Ann. §§ 18:1505.4-:1505.6. And like the Court in Cleveland, “[w]e resist the Government’s reading of § 1341 ... because it invites us to approve a sweeping expansion of federal criminal jurisdiction in the absence of a clear statement by Congress.” 531 U.S. at 24, 121 S.Ct. 365. Finding a scheme to defraud a governmental entity of the salary of elected office based on misrepresentations made during a campaign would “subject to federal mail fraud prosecution a wide range of conduct traditionally regulated by state and local authorities.” Id. In practice, the Government’s theory in this case would extend far beyond the context of campaign finance disclosures to any misrepresentations that seek to influence the voters in order to gain office, bringing state election fraud fully within the province of the federal fraud statutes. The mail fraud statute does not evince any clear statement conveying such a purpose, and the terms of the statute, as interpreted by Supreme Court precedent, simply do not proscribe the conduct for which Ratcliff was indicted. See Turner, 465 F.3d at 683.

III. CONCLUSION

For the foregoing reasons, we AFFIRM.

Justice Blackmun

delivered the opinion of the Court.

r-H

In August 1983, petitioner Wayne T. Schmuck, a used-car distributor, was indicted in the United States District Court for the Western District of Wisconsin on 12 counts of mail fraud, in violation of 18 U. S. C. §§ 1341 and 1342. App. 3.

The alleged fraud was a common and straightforward one. Schmuck purchased used cars, rolled back their odometers, and then sold the automobiles to Wisconsin retail dealers for prices artificially inflated because of the low-mileage readings. These unwitting car dealers, relying on the altered odometer figures, then resold the cars to customers, who in turn paid prices reflecting Schmuck’s fraud. To complete the resale of each automobile, the dealer who purchased it from Schmuck would submit a title-application form to the Wisconsin Department of Transportation on behalf of his retail customer. The receipt of a Wisconsin title was a prerequisite for completing the resale; without it, the dealer could not transfer title to the customer and the customer could not obtain Wisconsin tags. The submission of the title-application form supplied the mailing element of each of the alleged mail frauds.

Before trial, Schmuck moved to dismiss the indictment on the ground that the mailings at issue — the submissions of the title-application forms by the automobile dealers — were not in furtherance of the fraudulent scheme and, thus, did not *708satisfy the mailing element of the crime of mail fraud. Schmuck also moved under Federal Rule of Criminal Procedure 31(c)1 for a jury instruction on the then misdemeanor offense of tampering with an odometer, 15 U. S. C. §§ 1984 and 1990c(a) (1982 ed.).2 The District Court denied both motions.3 After trial, the jury returned guilty verdicts on all 12 counts.

A divided panel of the United States Court of Appeals for the Seventh Circuit reversed and remanded the case for a new trial. 776 F. 2d 1368 (1985). Although the panel rejected Schmuck’s claim that he was entitled to a judgment of acquittal because the mailings were not made in furtherance of his scheme, it ruled that under Rule 31(c) the District Court should have instructed the jury on the lesser offense of odometer tampering. The panel applied the so-called “inherent relationship” test for determining what constitutes a lesser included offense for the purpose of Rule 31(c). See, e. g., United States v. Whitaker, 144 U. S. App. D. C. 344, 349, 447 F. 2d 314, 319 (1971). Under that test, one offense is included in another when the facts as alleged in the indictment and proved at trial support the inference that *709the defendant committed the less serious offense, and an “inherent relationship” exists between the two offenses. This relationship arises when the two offenses relate to the protection of the same interests and the proof of the greater offense can generally be expected to require proof of the lesser offense. Ibid. Applying this test, the court concluded that both the mail fraud and odometer tampering statutes protect against fraud, and that the proof of mail fraud generally entails proving the underlying fraudulent conduct.4 The panel then held that Schmuck was entitled to the lesser offense instruction because a rational jury could have found him guilty of odometer tampering, yet acquitted him of mail fraud on the ground that the mailings were too tangential to the fraudulent scheme to satisfy the requirements of mail fraud.

The Court of Appeals vacated the panel decision and ordered the case to be reheard en banc. 784 F. 2d 846 (1986). On rehearing, by a divided vote, 840 F. 2d 384 (1988), the en banc court rejected the “inherent relationship” test for defining lesser included offenses, and adopted instead the “elements test” whereby one offense is necessarily included within another only when the elements of the lesser offense form a subset of the elements of the offense charged. Id., at 387. The Court of Appeals found that the elements test “is grounded in the terms and history of Rule 31(c), comports with the constitutional requirement of notice to defendant of the potential for conviction of an offense not separately charged, permits a greater degree of certainty in the application of Rule 31(c), and harmonizes the concept of ‘necessarily included’ under Rule 31(c) with that of a lesser included offense where the issue is double jeopardy.” Id., at 388. Applying the elements test, the Court of Appeals held that Schmuck was not entitled to a jury instruction on the offense of odometer tampering because he could have been convicted *710of mail fraud without a showing that he actually altered the odometers, but could not have been convicted of odometer tampering absent such a showing. Since the elements of odometer tampering are not a subset of the elements of mail fraud, odometer tampering did not qualify as a lesser included offense of mail fraud and, accordingly, the District Court was not required under Rule 31(c) to instruct the jury on the odometer-tampering offense.

We granted certiorari, 486 U. S. 1004 (1988), to define further the scope of the mail fraud statute and to resolve a conflict among the Circuits over which test to apply in determining what constitutes a lesser included offense for the purposes of Rule 31(c).5

II

“The federal mail fraud statute does not purport to reach all frauds, but only those limited instances in which the use of the mails is a part of the execution of the fraud, leaving all other cases to be dealt with by appropriate state law.” Kann v. United States, 323 U. S. 88, 95 (1944).6 To be part of the execution of the fraud, however, the use of the mails need not be an essential element of the scheme. Pereira v. United States, 347 U. S. 1, 8 (1954). It is sufficient for the *711mailing to be “incident to an essential part of the scheme,” ibid., or “a step in [the] plot,” Badders v. United States, 240 U. S. 391, 394 (1916).

Schmuck, relying principally on this Court's decisions in Kann, supra, Parr v. United States, 363 U. S. 370 (1960), and United States v. Maze, 414 U. S. 395 (1974), argues that mail fraud can be predicated only on a mailing that affirmatively assists the perpetrator in carrying out his fraudulent scheme. The mailing element of the offense, he contends, cannot be satisfied by a mailing, such as those at issue here, that is routine and innocent in and of itself, and that, far from furthering the execution of the fraud, occurs after the fraud has come to fruition, is merely tangentially related to the fraud, and is counterproductive in that it creates a “paper trail” from which the fraud may be discovered. Brief for Petitioner 20-24. We disagree both with this characterization of the mailings in the present case and with this description of the applicable law.

We begin by considering the scope of Schmuck’s fraudulent scheme. Schmuck was charged with devising and executing a scheme to defraud Wisconsin retail automobile customers who based their decisions to purchase certain automobiles at least in part on the low-mileage readings provided by the tampered odometers. This was a fairly large-scale operation. Evidence at trial indicated that Schmuck had employed a man known only as “Fred” to turn back the odometers on about 150 different cars. Tr. 102-103. Schmuck then marketed these cars to a number of dealers, several of whom he dealt with on a consistent basis over a period of about 15 years. Id., at 33-34, 53. Indeed, of the 12 automobiles that are the subject of the counts of the indictment, 5 were sold to “P and A Sales,” and 4 to “Southside Auto.” App. 6-7. Thus, Schmuck’s was not a “one-shot” operation in which he sold a single car to an isolated dealer. His was an ongoing fraudulent venture. A rational jury could have concluded that the success of Schmuck’s venture de*712pended upon his continued harmonious relations with, and good reputation among, retail dealers, which in turn required the smooth flow of cars from the dealers to their Wisconsin customers.

Under these circumstances, we believe that a rational jury could have found that the title-registration mailings were part of the execution of the fraudulent scheme, a scheme which did not reach fruition until the retail dealers resold the cars and effected transfers of title. Schmuck’s scheme would have come to an abrupt halt if the dealers either had lost faith in Schmuck or had not been able to resell the cars obtained from him. These resales and Schmuck’s relationships with the retail dealers naturally depended on the successful passage of title among the various parties. Thus, although the registration-form mailings may not have contributed directly to the duping of either the retail dealers or the customers, they were necessary to the passage of title, which in turn was essential to the perpetuation of Schmuck’s scheme. As noted earlier, a mailing that is “incident to an essential part of the scheme,” Pereira, 347 U. S'., at 8, satisfies the mailing element of the mail fraud offense. The mailings here fit this description. See, e. g., United States v. Locklear, 829 F. 2d 1314, 1318-1319 (CA4 1987) (retail customers obtaining title documents through the mail furthers execution of wholesaler’s odometer tampering scheme); United States v. Galloway, 664 F. 2d 161, 163-165 (CA7 1981) (same), cert. denied, 456 U. S. 1006 (1982); cf. United States v. Shryock, 537 F. 2d 207, 208-209 (CA5 1976) (local motor vehicle department’s mailing of title applications to state headquarters furthers retailer’s odometer-tampering scheme), cert. denied, 429 U. S. 1100 (1977).

Once the full flavor of Schmuck’s scheme is appreciated, the critical distinctions between this case and the three cases in which this Court has delimited the reach of the mail fraud statute — Kann, Parr, and Maze — are readily apparent. The defendants in Kann were corporate officers and directors *713accused of setting up a dummy corporation through which to divert profits into their own pockets. As part of this fraudulent scheme, the defendants caused the corporation to issue two checks payable to them. The defendants cashed these checks at local banks, which then mailed the checks to the drawee banks for collection. This Court held that the mailing of the cashed checks to the drawee banks could not supply the mailing element of the mail fraud charges. The defendants’ fraudulent scheme had reached fruition. “It was immaterial to them, or to any consummation of the scheme, how the bank which paid or credited the check would collect from the drawee bank.” 323 U. S., at 94.

In Parr, several defendants were charged, inter alia, with having fraudulently obtained gasoline and a variety of other products and services through the unauthorized use of a credit card issued to the school district which employed them. The mailing element of the mail fraud charges in Parr was purportedly satisfied when the oil company which issued the credit card mailed invoices to the school district for payment, and when the district mailed payment in the form of a check. Relying on Kann, this Court held that these mailings were not in execution of the scheme as required by the statute because it was immaterial to the defendants how the oil company went about collecting its payment. 363 U. S., at 393.7

*714Later, in Maze, the defendant allegedly stole his roommate’s credit card, headed south on a winter jaunt, and obtained food and lodging at motels along the route by placing the charges on the stolen card. The mailing element of the mail fraud charge was supplied by the fact that the defendant knew that each motel proprietor would mail an invoice to the bank that had issued the credit card, which in turn would mail a bill to the card owner for payment. The Court found that these mailings could not support mail fraud charges because the defendant’s scheme had reached fruition when he checked out of each motel. The success of his scheme in no way depended on the mailings; they merely determined which of his victims would ultimately bear the loss. 414 U. S., at 402.

The title-registration mailings at issue here served a function different from the mailings in Kann, Parr, and Maze. The intrabank mailings in Kann and the credit card invoice mailings in Parr and Maze involved little more than post-fraud accounting among the potential victims of the various schemes, and the long-term success of the fraud did not turn on which of the potential victims bore the ultimate loss. Here, in contrast, a jury rationally could have found that Schmuck by no means was indifferent to the fact of who bore the loss. The mailing of the title-registration forms was an essential step in the successful passage of title to the retail purchasers. Moreover, a failure of this passage of title would have jeopardized Schmuck’s relationship of trust and goodwill with the retail dealers upon whose unwitting cooperation his scheme depended. Schmuck’s reliance on our prior cases limiting the reach of the mail fraud statute is simply misplaced.

To the extent that Schmuck would draw from these previous cases a general rule that routine mailings that are in*715nocent in themselves cannot supply the mailing element of the mail fraud offense, he misapprehends this Court’s precedents. In Parr the Court specifically acknowledged that “innocent” mailings — ones that contain no false information— may supply the mailing element. 363 U. S., at 390. In other cases, the Court has found the elements of mail fraud to be satisfied where the mailings have been routine. See, e. g., Carpenter v. United States, 484 U. S. 19, 28 (1987) (mailing newspapers).

We also reject Schmuck’s contention that mailings that someday may contribute to the uncovering of a fraudulent scheme cannot supply the mailing element of the mail fraud offense. The relevant question at all times is whether the mailing is part of the execution of the scheme as conceived by the perpetrator at the time, regardless of whether the mailing later, through hindsight, may prove to have been counterproductive and return to haunt the perpetrator of the fraud. The mail fraud statute includes no guarantee that the use of the mails for the purpose of executing a fraudulent scheme will be risk free. Those who use the mails to defraud proceed at their peril.

For these reasons, we agree with the Court of Appeals that the mailings in this case satisfy the mailing element of the mail fraud offenses.

Ill

Federal Rule of Criminal Procedure 31(c) provides in relevant part: “The defendant may be found guilty of an offense necessarily included in the offense charged.” As noted above, the Courts of Appeals have adopted different tests to determine when, under this Rule, a defendant is entitled to a lesser included offense instruction. The Seventh Circuit’s original panel opinion applied the “inherent relationship” approach formulated in United States v. Whitaker, 144 U. S. App. D. C. 344, 447 F. 2d 314 (1971):

“[DJefendant is entitled to invoke Rule 31(c) when a lesser offense is established by the evidence adduced at *716trial in proof of the greater offense, with the caveat that there must also be an ‘inherent’ relationship between the greater and lesser offenses, i. e., they must relate to the protection of the same interests, and must be so related that in the general nature of these crimes, though not necessarily invariably, proof of the lesser offense is necessarily presented as part of the showing of the commission of the greater offense.” Id., at 349, 447 F. 2d, at 319.

The en banc Seventh Circuit rejected this approach in favor of the “traditional,” or “elements” test. Under this test, one offense is not “necessarily included” in another unless the elements of the lesser offense are a subset of the elements of the charged offense. Where the lesser offense requires an element not required for the greater offense, no instruction is to be given under Rule 31(c).

We now adopt the elements approach to Rule 31(c). As the Court of Appeals noted, this approach is grounded in the language and history of the Rule and provides for greater certainty in its application. It, moreover, is consistent with past decisions of this Court which, though not specifically endorsing a particular test, employed the elements approach in cases involving lesser included offense instructions.8

First, the wording of Rule 31(c), although not conclusive, supports the application of the elements approach. The Rule speaks in terms of an offense that is “necessarily included in the offense charged.” This language suggests that the comparison to be drawn is between offenses. Since offenses are statutorily defined, that comparison is appropriately conducted by reference to the statutory elements of the offenses in question, and not, as the inherent relationship approach *717would mandate, by reference to conduct proved at trial regardless of the statutory definitions. Furthermore, the language of Rule 31(c) speaks of the necessary inclusion of the lesser offense in the greater. While the elements test is true to this requirement, the inherent relationship approach dispenses with the required relationship of necessary inclusion: the inherent relationship approach permits a lesser included offense instruction even if the proof of one offense does not invariably require proof of the other as long as the two offenses serve the same legislative goals.

In addition, the inherent relationship approach, in practice, would require that Rule 31(c) be applied in a manner inconsistent with its language. The Rule provides that a defendant “may be found guilty” of a lesser included offense, without distinguishing between a request for jury instructions made by the Government and one made by the defendant. In other words, the language of the Rule suggests that a lesser included offense instruction is available in equal measure to the defense and to the prosecution.9 Yet, under the inherent relationship approach, such mutuality is impossible.

It is ancient doctrine of both the common law and of our Constitution that a defendant cannot be held to answer a charge not contained in the indictment brought against him. See Ex parte Bain, 121 U. S. 1, 10 (1887); Stirone v. United *718 States, 361 U. S. 212, 215-217 (1960); United States v. Miller, 471 U. S. 130, 140, 142-143 (1985). This stricture is based at least in part on the right of the defendant to notice of the charge brought against him. United States v. Whitaker, 144 U. S. App. D. C., at 350-351, 447 F. 2d, at 320-321. Were the prosecutor able to request an instruction on an offense whose elements were not charged in the indictment, this right to notice would be placed in jeopardy. Specifically, if, as mandated under the inherent relationship approach, the determination whether the offenses are sufficiently related to permit an instruction is delayed until all the evidence is developed at trial, the defendant may not have constitutionally sufficient notice to support a lesser included offense instruction requested by the prosecutor if the elements of that lesser offense are not part of the indictment. Accordingly, under the inherent relationship approach, the defendant, by in effect waiving his right to notice, may obtain a lesser offense instruction in circumstances where the constitutional restraint of notice to the defendant would prevent the prosecutor from seeking an identical instruction.10 The elements test, in contrast, permits lesser offense instructions only in those cases where the indictment contains the elements of both offenses and thereby gives notice to the defendant that he may be convicted on either charge. This approach preserves the mutuality implicit in the language of Rule 31(c).

Second, the history of Rule 31(c) supports the adoption of the elements approach. The Rule, which has not been amended since its adoption in 1944, is the most recent derivative of the common-law practice that permitted a jury to find a defendant “guilty of any lesser offense necessarily included in the offense charged.” Beck v. Alabama, 447 U. S. 625, *719633 (1980). Over a century ago, Congress codified the common law for federal criminal trials, providing in the Act of June 1, 1872, ch. 255, '§ 9, 17 Stat. 198, that “in all criminal causes the defendant may be found guilty of any offence the commission of which is necessarily included in that with which he is charged in the indictment.” Rule 31(c) was intended to be a restatement of this “pre-existing law.” See Keeble v. United States, 412 U. S. 205, 208, n. 6 (1973). Accordingly, prevailing practice at the time of the Rule’s promulgation informs our understanding of its terms, and, specifically, its limitation of lesser included offenses to those “necessarily included in the offense charged.”

The nature of that prevailing practice is clear. In Giles v. United States, 144 F. 2d 860 (1944), decided just three months before the adoption of Rule 31(c), the Court of Appeals for the Ninth Circuit unequivocably applied the elements test to determine the propriety of a lesser included offense instruction: “ ‘To be necessarily included in the greater offense the lesser must be such that it is impossible to commit the greater without first having committed the lesser.’” Id., at 861, quoting House v. State, 186 Ind. 593, 595-596, 117 N. E. 647, 648 (1917). This approach, moreover, was applied consistently by state courts. Indeed, in State v. Henry, 98 Me. 561, 564, 57 A. 891, 892 (1904), the Supreme Judicial Court of Maine concluded that “a practically universal rule prevails, that the verdict may be for a lesser crime which is included in a greater charged in the indictment, the test being that the evidence required to establish the greater would prove the lesser offense as a necessary element.” The California Supreme Court in People v. Kerrick, 144 Cal. 46, 47, 77 P. 711, 712 (1904), stated: “To be ‘necessarily included’ in the offense charged, the lesser offense must not only be part of the greater in fact, but it must be embraced within the legal definition of the greater as a part thereof.” See also State v. Marshall, 206 Iowa 373, 375, 220 N. W. 106 (1928); People ex rel. Wachowicz v. Martin, 293 N. Y. 361, *720364, 57 N. E. 2d 53, 54-55 (1944). This Court’s decision in Stevenson v. United States, 162 U. S. 313 (1896), reflects the “practically universal” practice. There, in holding that the defendant in a murder charge was entitled to a lesser included offense instruction on manslaughter under the statutory predecessor to Rule 31(c), the Court engaged in a careful comparison of the statutory elements of murder and manslaughter to determine if the latter was a lesser included offense of the former. Id., at 320. In short, the elements approach was settled doctrine at the time of the Rule’s promulgation and for more than two decades thereafter. In its restatement of “pre-existing law,” Keeble v. United States, 412 U. S., at 208, n. 6, Rule 31(c) incorporated this established practice.11

Third, the elements test is far more certain and predictable in its application than the inherent relationship approach. Because the elements approach involves a textual comparison of criminal statutes and does not depend on inferences that may be drawn from evidence introduced at trial, the elements approach permits both sides to know in advance what jury instructions will be available and to plan their trial strategies accordingly. The objective elements approach, moreover, promotes judicial economy by providing a clearer rule *721of decision and by permitting appellate courts to decide whether jury instructions were wrongly refused without reviewing the entire evidentiary record for nuances of inference.

The inherent relationship approach, in contrast, is rife with the potential for confusion. Finding an inherent relationship between offenses requires a determination that the offenses protect the same interests and that “in general” proof of the lesser “necessarily” involves proof of the greater. In the present case, the Court of Appeals appropriately noted: “These new layers of analysis add to the uncertainty of the propriety of an instruction in a particular case: not only are there more issues to be resolved, but correct resolution involves questions of degree and judgment, with the attendant probability that the trial and appellate courts may differ.” 840 F. 2d, at 389-390. This uncertainty was illustrated here. The three judges of the original appellate panel split in their application of the inherent relationship test to the offenses of mail fraud and odometer tampering. 776 F. 2d, at 1373-1375 (opinion concurring in part and dissenting in part). In the context of rules of criminal procedure, where certainty and predictability are desired, we prefer the clearer standard for applying Rule 31(c).

IV

Turning to the facts of this case, we agree with the Court of Appeals that the elements of the offense of odometer tampering are not a subset of the elements of the crime of mail fraud. 840 F. 2d, at 386. There are two elements in mail fraud: (1) having devised or intending to devise a scheme to defraud (or to perform specified fraudulent acts), and (2) use of the mail for the purpose of executing, or attempting to execute, the scheme (or specified fraudulent acts). The offense of odometer tampering includes the element of knowingly and willfully causing an odometer to be altered. This element is not a subset of any element of mail fraud. Knowingly and willfully tampering with an odometer is not identical to devis*722ing or intending to devise a fraudulent scheme. Compare 18 U. S. C. § 1341 with 15 U. S. C. §§ 1984 and 1990c(a).

V

We conclude that Schmuck’s conviction was consistent with the statutory definition of mail fraud and that he was not entitled to a lesser included offense instruction on odometer tampering. The judgment of the Court of Appeals, accordingly, is affirmed.

It is so ordered.

Justice Scalia,

with whom Justice Brennan, Justice Marshall, and Justice O’Connor join, dissenting.

The Court today affirms petitioner’s mail fraud conviction under 18 U. S. C. § 1341. A jury found that petitioner had defrauded retail automobile purchasers by altering odometer readings on used cars and then selling the cars to unwitting dealers for resale. The scheme was a continuing one, and some dealers bought a number of the cars from petitioner over a period of time. When the dealers sold the cars, state law required them to submit title application forms to the appropriate state agency. The Court concludes that the dealers’ compliance with this requirement by mail caused the scheme to constitute mail fraud, because “a failure of this passage of title would have jeopardized Schmuck’s relationship of trust and goodwill with the retail dealers upon whose unwitting cooperation his scheme depended.” Ante, at 714. In my view this is inconsistent with our prior cases’ application of the statutory requirement that mailings be “for the purpose of executing” a fraudulent scheme. 18 U. S. C. § 1341.

The purpose of the mail fraud statute is “to prevent the post office from being used to carry [fraudulent schemes] into effect.” Durland v. United States, 161 U. S. 306, 314 (1896); Parr v. United States, 363 U. S. 370, 389 (1960). The law does not establish a general federal remedy against fraudulent conduct, with use of the mails as the jurisdictional *723hook, but reaches only “those limited instances in which the use of the mails is a part of the execution of the fraud, leaving all other cases to be dealt with by appropriate state law.” Kann v. United States, 323 U. S. 88, 95 (1944) (emphasis added). In other words, it is mail fraud, not mail and fraud, that incurs liability. This federal statute is not violated by a fraudulent scheme in which, at some point, a mailing happens to occur — nor even by one in which a mailing predictably and necessarily occurs. The mailing must be in furtherance of the fraud.

In Kann v. United States, we concluded that even though defendants who cashed checks obtained as part of a fraudulent scheme knew that the bank cashing the checks would send them by mail to a drawee bank for collection, they did not thereby violate the mail fraud statute, because upon their receipt of the cash “[t]he scheme . . . had reached fruition,” and the mailing was “immaterial... to any consummation of the scheme.” Id., at 94. We held to the same effect in United States v. Maze, 414 U. S. 395, 400-402 (1974), declining to find that credit card fraud was converted into mail fraud by the certainty that, after the wrongdoer had fraudulently received his goods and services from the merchants, they would forward the credit charges by mail for payment. These cases are squarely in point here. For though the Government chose to charge a defrauding of retail customers (to whom the innocent dealers resold the cars), it is obvious that, regardless of who the ultimate victim of the fraud may have been, the fraud was complete with respect to each car when petitioner pocketed the dealer’s money. As far as each particular transaction was concerned, it was as inconsequential to him whether the dealer resold the car as it was inconsequential to the defendant in Maze whether the defrauded merchant ever forwarded the charges to the credit card company.

Nor can the force of our cases be avoided by combining all of the individual transactions into a single scheme, and say*724ing, as the Court does, that if the dealers’ mailings obtaining title for each retail purchaser had not occurred then the dealers would have stopped trusting petitioner for future transactions. (That conclusion seems to me a non sequitur, but I accept it for the sake of argument.) This establishes, at most, that the scheme could not technically have been consummated if the mechanical step of the mailings to obtain conveyance of title had not occurred. But we have held that the indispensability of such mechanical mailings, not strictly in furtherance of the fraud, is not enough to invoke the statute. For example, when officials of a school district embezzled tax funds over the course of several years, we held that no mail fraud had occurred even though the success of the scheme plainly depended on the officials’ causing tax bills to be sent by mail (and thus tax payments to be received) every year. Parr v. United States, 363 U. S., at 388-392. Similarly, when those officials caused the school district to pay by mail credit card bills — a step plainly necessary to enable their continued fraudulent use of the credit card — we concluded that no mail fraud had occurred. Id., at 392-393.

I find it impossible to escape these precedents in the present case. Assuming the Court to be correct in concluding that failure to pass title to the cars would have threatened the success of the scheme, the same could have been said of failure to collect taxes or to pay the credit card bills in Parr. And I think it particularly significant that in Kann the Government proposed a theory identical to that which the Court today uses. Since the scheme was ongoing, the Government urged, the fact that the mailing of the two checks had occurred after the defendants had pocketed the fraudulently obtained cash made no difference. “[T]he defendants expected to receive further bonuses and profits,” and therefore “the clearing of these checks in the ordinary course was essential to [the scheme’s] further prosecution.” 323 U. S., at 95. The dissenters in Kann agreed. “[T]his,” they said, “was not the last step in the fraudulent scheme. It was a *725continuing venture. Smooth clearances of the checks were essential lest these intermediate dividends be interrupted and the conspirators be called upon to disgorge.” Id., at 96 (Douglas, J., dissenting). The Court rejected this argument, concluding that “the subsequent banking transactions between the banks concerned were merely incidental and collateral to the scheme and not a part of it.” Id., at 95; I think the mailing of the title application forms equivalently incidental here.

What Justice Frankfurter observed almost three decades ago remains true: “The adequate degree of relationship between a mailing which occurs during the life of a scheme and the scheme is . . . not a matter susceptible of geometric determination.” Parr v. United States, supra, at 397 (dissenting opinion). All the more reason to adhere as closely as possible to past cases. I think we have not done that today, and thus create problems for tomorrow.

EASTERBROOK, Circuit Judge.

Thomas Hawkins and John Racasi were employed as analysts on the staff of Larry Rogers, a member of the Cook County Board of Review, when they accepted money from Ali Haleem, a corrupt Chicago police officer acting as an undercover agent in order to reduce the penalties for his own crimes. The Board of Review hears complaints by property owners who believe that the assessed valuation (which affects real-estate taxes) is excessive. Haleem paid Hawkins and Racasi to arrange for lower assessments. They took his money, and the assessments were reduced, except for one parcel about which the protest was untimely. A jury found that Hawkins and Racasi had violated 18 U.S.C. § 666 (theft or bribery concerning programs receiving federal funds) and § 1341 (mail fraud), plus corresponding prohibitions of conspiracy. Hawkins and Racasi contend that they committed a different offense — they assert that they took the money with the intent to deceive Haleem and did nothing in exchange for the cash — and that the jury convicted them of the indictment’s charges only because it was improperly instructed. The parties agree that Cook County is covered by § 666 and that the financial effect of the lower assessed valuations exceeds the $5,000 required for a conviction. Section 666(a)(1)(B) provides that any agent of a covered organization who “corruptly solicits or demands for the benefit of any person, or accepts or agrees to accept, anything of value from any person, intending to be influenced or rewarded in connection with any business, transaction, or series of transactions of such organization” commits a felony. The prosecutor contended, and the jury found, that Hawkins and Racasi took Haleem’s money “intending to be influenced or rewarded” in connection with their jobs as analysts. They do not complain about the jury instruction on this element, which told the jury that it must find that they acted with one of the two forbidden intents: an intent _ to be influenced, or an intent to be rewarded. Their theory of defense — that they took the money planning to deceive Haleem— amounted to a confession of accepting payment with intent to be “rewarded” for their positions. This part of § 666 forbids taking gratuities as well as taking bribes. See United States v. Anderson, 517 F.3d 953, 961 (7th Cir.2008); United States v. Ganim, 510 F.3d 134, 150 (2d Cir.2007); United States v. Zimmermann, 509 F.3d 920, 927 (8th Cir.2007); United States v. Agostino, 132 F.3d 1183, 1195 (7th Cir.1997). Contra, United States v. Fernandez, 722 F.3d 1, 22-26 (1st Cir.2013). (Defendants have not asked us to overrule Anderson and Agostino in favor of the position taken in Fernandez.) The record shows that the payments were, if not bribes, then gratuities (from defendants’ perspectives) even if Haleem would have preferred to get something for his money. The jury may well have found that defendants intended to be influenced; but if they did not, then they intended to be rewarded for the positions they held, if not for services delivered. They are guilty either way.

The contrary argument rests on the word “corruptly”. Hawkins and Racasi maintain that, to show that they acted corruptly, the prosecutor must prove that they took the money intending to perform an official act in exchange. The judge *882thought otherwise and told the jury that a covered agent acts “corruptly” if he- takes money “with the understanding that something of value is to be offered or given to reward or influence him in connection with his official duties.” In other words, the “corruption” entails the payee’s knowledge that the payor expects to achieve a forbidden influence or deliver a forbidden reward. This definition of “corruptly” comes from the Seventh Circuit’s Pattern Criminal Jury Instructions (2012 ed.) for § 666 (see page 205), which derived it from United States v. Bonito, 57 F.3d 167, 171 (2d Cir.1995). This court has used the same definition of “corruptly” in.a prosecution under 18 U.S.C. § 201. See United States v. Peleti, 576 F.3d 377, 382 (7th Cir.2009).

Defendants want us to overrule Peleti and disapprove Bonito. We shall do neither. Defendants treat the word “corruptly” as effectively removing the statute’s prohibition of taking money as a “reward”. Using one statutory word to blot out another would be unsound. The understanding in Peleti and Bonito leaves work for all words in this statute. As defined in the instruction, agents of a covered jurisdiction act corruptly if they know that the payor is trying to get them to do the acts forbidden by the statute, and they take the money anyway. That’s a sensible definition of “corruptly”. As this jury was instructed, Hawkins and Racasi could be convicted only if (a) the payee intended to be influenced (that is, to perform some quid pro quo) or rewarded; (b) the payor intended to influence or reward the defendants, and (c) the payee knew the payor’s intent. That is a triple safeguard against criminalizing innocent acts. (Though it does not matter to the instructions issue, we add that Haleem’s payments were not small, and the recorded conversations show that they were not innocent.)

The convictions under § 1341 pose a different problem. The mail-fraud statute is not as detailed as § 666. It prohibits schemes to defraud that use the mails but does not elaborate. Hawkins and Racasi may have defrauded Haleem out of his money (this was their defense), but that was not the prosecutor’s theory. The United States relied on 18 U.S.C. § 1346, which defines scheme to defraud as including “a scheme or artifice to deprive another of the intangible right of honest services.” The idea is that the employer has a right to loyalty from agents and employees, and the prosecutor contended that Hawkins and Racasi deprived Cook County of their loyal services by taking Haleem’s money secretly. But “honest services” is open-ended, and in Skilling v. United States, 561 U.S. 358, 130 S.Ct. 2896, 177 L.Ed.2d 619 (2010), the Justices deflected a contention that it is so open-ended as to be unconstitutionally vague. They did this by holding that § 1346 covers only bribery and kickbacks. This means that an agent’s secret receipt of a gratuity (a “reward” in the language of § 666) does not violate § 1341, for a payment that does not entail a plan to change how the employee or agent does his job is neither a bribe nor a kickback.

The district court instructed the jury that it could convict defendants under § 1341 only if they “intended to deprive another of the intangible right to honest services through bribery.” So far, so good. (The instructions did not mention kickbacks, because the prosecutor did not allege any.) But the instructions then defined bribery this way:

A defendant commits bribery when he, while acting as an agent of government, or any agency of that government, such as Cook County, solicits, demands, accepts, or agrees to accept, anything of value from another person corruptly intending to be influenced or rewarded in connection with some business, transac*883tion or series of transactions of the government or government agency.

Under this instruction, defendants committed “bribery” if they took Haleem’s money “intending to be ... rewarded” for their official positions, even if they did not plan to lift a finger to reduce the properties’ assessed valuations. Treating a gratuity as a bribe- transgresses Skilling. The word “corruptly” in this instruction does not save it, given the way a different instruction defined “corruptly” (a subject we discussed above).

The district judge devised the definition of bribery on his own. The prosecutor had proposed this language, from the 2012 edition of the Pattern Criminal Jury Instructions:

A defendant commits bribery when he demands, solicits, seeks, or asks for, or agrees to accept or receive, or accepts or receives, directly or indirectly, something of value from another person in exchange for a promise for, or performance of, an official act.

The judge drafted an instruction that tracks § 666 (by including “reward”) rather than use the circuit’s pattern instruction for § 1341 because, he said, the jury would be confused if the § 666 and § 1341 charges were treated differently. Yet if the statutes are different, the jury must be told.

The United States now defends the district judge’s instruction despite its use of “reward.” It contends that treating a gratuity as a bribe is consistent with Skilling because, in the course of a lengthy opinion, the Supreme Court cited 18 U.S.C. § 201(b), the principal bribery statute for federal employees, see 561 U.S. at 412 & n. 45, 130 S.Ct. 2896, and § 201(b) permits conviction on proof that the defendant accepted a reward. But that’s not what Skilling says. It reversed Skilling’s‘conviction because he did not accept anything of value “in exchange for” making misrepresentations to Enron’s investors. 561 U.S. at 413, 130 S.Ct. 2896. If accepting some reward were enough, then Skilling’s conviction would have been affirmed — for the theory in Skilling’s own mail-fraud prosecution was that he had been rewarded (by his salary) for his services during a time when Enron violated the securities laws. The Justices thought that bribery entails a quid pro quo (planned or realized), not just a receipt of money. And § 201 says the same thing. Section 201(b)(2) provides that whoever

being a public official ... directly or indirectly, corruptly demands, seeks, receives, accepts, or agrees to receive or accept anything of value personally or for any other person or entity, in return for:

(A) being influenced in the performance of any official act;

(B) being influenced to commit or aid in committing, or to collude in, or allow, any fraud, or make opportunity for the commission of any fraud, on the United States; or

(C) being induced to do or omit to do any act in violation of the official duty of such official or person

commits bribery. Subsection (b) requires proof that the public official demanded or took money in exchange for doing or omitting some official act. Accepting a “reward” for doing something the official would have done anyway does not violate § 201(b). By contrast, § 201(c), to which Skilling did not refer when identifying “bribery”, prohibits some kinds of rewards, though far from all. United States v. Sun-Diamond Growers of California, 526 U.S. 398, 119 S.Ct. 1402, 143 L.Ed.2d 576 (1999).

The United States maintains that proof of a completed exchange is not essential, and 'that’s right. A plan to take money in exchange for an official act con*884stitutes a scheme to defraud, whether or not the plan succeeds. We agree with this aspect of decisions such as United States v. McDonough, 727 F.3d 143, 159-60 (1st Cir.2013); United States v. Rosen, 716 F.3d 691, 700-02 (2d Cir.2013); and United States v. Bryant, 655 F.3d 232, 244-45 (3d Cir.2011), on which the prosecutor relies. But none of these opinions holds that accepting a “reward” without doing anything in exchange — or ever planning to — is “bribery” that can support a mail-fraud conviction after Skilling. That’s the problem in this instruction.

The United States weakly argues that any error was harmless, but that contention relies entirely on the undisputed fact that the defendants told Haleem that payments would induce them to lower the assessments. Yet defendants contend that they were lying. If they were indeed lying, then they can’t be convicted under § 1341, even though the convictions under § 666 are valid. The definition of “bribery” in the instructions allowed the jury to bypass the question whether Hawkins and Racasi were scamming Haleem rather than Cook County. The error therefore cannot be called harmless, and defendants are entitled to a new trial of the mail-fraud charges.

Because the subject may occur on resentencing — immediately if the United States elects to dismiss rather than retry the mail-fraud charges, later if a new trial is held — we discuss defendants’ contention that the judge erred by enhancing their offense levels under U.S.S.G. § 2Cl.l(b)(3). This provision reads: “If the offense involved an elected public official or any public official in a high-level decision-making or sensitive position, increase by 4 levels. If the resulting offense level is less than level 18, increase to level 18.” The judge concluded that Hawkins and Racasi each occupied “a high-level decision-making or sensitive position”. They maintain, to the contrary, that they served in menial' positions with only ministerial functions.

Cook County updates real-estate assessments every three years. Taxpayers dissatisfied with a new valuation may complain to the Board of Review. Each of the Board’s three commissioners employs analysts, and a protest is assigned initially to an analyst for one of the commissioners (unless the owner requests a formal hearing, as Haleem did not). Cook County assigns every parcel an index number. An analyst types the index number into a computer; the database software responds with a list of other parcels located near the one in question, together with their assessed values. The analyst is supposed to choose the other parcels most similar to the one in question; the computer then changes the assessment to make it more like the parcels selected as comparable. (Note that this compares one assessment against others, rather than the contested assessment against market transactions; we have not been asked to decide whether this is a sensible procedure.)

Data show that this procedure leads to some reduction 79% of the time, and the parties agree that commissioners tell their staffs to favor modest reductions to keep constituents happy. If the first analyst recommends a reduction, the file goes to an analyst for a second commissioner and then a third; the majority rules. Neither the second nor the third analyst repeats the work done by the first, unless something in the file suggests that comparable properties have been generated or compared improperly.

These facts set up the dispute: defendants say that analyst cannot be a “high-level” or “sensitive” position, because the software limits the choice of comparable parcels and other analysts could outvote them. (The record does not *885show what functions, if any, the commissioners themselves perform.) The prosecutor replied that analysts have effectively unlimited discretion to choose which parcels on the computer-generated list to use for comparison and that the choice of comparable properties determines the outcome of the owner’s protest. The prosecutor illustrated this by pointing out that Hawkins told Haleem that he could reduce the assessment of a parcel substantially by comparing it with another parcel that was “just a lot.” The district judge sided with the prosecutor and did not err in doing so. How much discretion a particular person possesses is a question of fact. The district judge resolved the factual dispute against defendants without committing a clear error; and given that finding the application of § 201.1(b)(3) is not an abuse of discretion.

It is perplexing that the parties have devoted so much attention to this subject, because the district judge imposed sentences well below the Guideline range of 33 to 41 months for each defendant: 24 months for Hawkins and 18 months for Racasi. The judge did not imply that the sentences would have been lower still, had he resolved the § 201.1(b)(3) issue in defendants’ favor. We have encouraged district judges to bypass debatable issues in the calculation of Guideline ranges if the issues turn out not to matter, and to state on the record whether the sentence would have been the same if the debated issue had come out the other way. See, e.g., United States v. Lopez, 634 F.3d 948, 953-54 (7th Cir.2011); United States v. Sanner, 565 F.3d 400, 405-06 (7th Cir.2009); cf. Peugh v. United States, — U.S. —, 133 S.Ct. 2072, 2088 n. 8, 186 L.Ed.2d 84 (2013) (a mistake in calculating the Guidelines level is harmless if the sentencing judge makes clear that the disputed issue did not affect the sentence). We encourage the district judge to follow that approach if a further dispute crops up on remand.

The § 666 convictions are affirmed and the § 1341 convictions vacated. The cases are remanded for further proceedings consistent with this opinion.

POOLER, Circuit Judge:

In this case, we are asked to decide whether the government may employ theories of conspiracy or complicity to charge a defendant with violating the Foreign Corrupt Practices Act ("FCPA"), even if he is not in the category of persons directly covered by the statute.1 We determine that the FCPA defined precisely the categories of persons who may be charged for violating its provisions. The statute also stated clearly the extent of its extraterritorial application.

The FCPA establishes three clear categories of persons who are covered by its provisions: (1) Issuers of securities registered pursuant to 15 U.S.C. § 78l or required to file reports under Section 78o (d), or any officer, director, employee, or agent of such issuer, or any stockholder acting on behalf of the issuer, using interstate commerce in connection with the payment of bribes, 15 U.S.C. § 78dd-1 ; (2) American companies and American persons using interstate commerce in connection with the payment of bribes, 15 U.S.C. § 78dd-2 ; and (3) foreign persons or businesses taking acts to further certain corrupt schemes, including ones causing the payment of bribes, while present in the United States, 15 U.S.C. § 78dd-3.

Because we agree with the district court that the FCPA's carefully-drawn limitations do not comport with the government's *72use of the complicity or conspiracy statutes in this case, we AFFIRM the district court's ruling barring the government from bringing the charge in question. We REVERSE the district court's holding on the Second Object of the Conspiracy, because the government's intention to prove that Hoskins was an agent of a domestic concern places him squarely within the terms of the statute and takes that provision outside our analysis on the other counts.

BACKGROUND

I. The Allegations

The government alleges that several defendants, including Hoskins, were part of a scheme to bribe officials in Indonesia so that their company could secure a $118 million contract from the Indonesian government. Hoskins worked for Alstom S.A. ("Alstom"), a global company headquartered in France that provides power and transportation services During the relevant time, which was from 2002 to 2009, Hoskins was employed by Alstom's UK subsidiary, but was assigned to work with another subsidiary called Alstom Resources Management, which is in France.

The alleged bribery scheme centers on Alstom's American subsidiary, Alstom Power, Inc. ("Alstom U.S."), headquartered in Connecticut. The allegations are that Alstom U.S. and various individuals associated with Alstom S.A. retained two consultants to bribe Indonesian officials who could help secure the $118 million power contract for the company and its associates. Hoskins never worked for Alstom U.S. in a direct capacity. But the government alleges that Hoskins, while working from France for Alstom Resources Management, was "one of the people responsible for approving the selection of, and authorizing payments to, [the consultants], knowing that a portion of the payments to [the consultants] was intended for Indonesian officials in exchange for their influence and assistance in awarding the [contract.]" Third Superseding Indictment (hereinafter "Indictment") ¶¶ 3, 8.

The government alleges that several parts of the scheme occurred within the United States. The indictment alleges that one of the consultants kept a bank account in Maryland.2 In some cases, funds for bribes allegedly were paid from bank accounts held by Alstom and its business partners in the United States, and deposited in the consultant's account in Maryland, for the purpose of bribing Indonesian officials. The indictment also states that several executives of Alstom U.S. held meetings within the United States regarding the bribery scheme and discussed the project by phone and email while present on American soil.

The government concedes that, although Hoskins "repeatedly e-mailed and called ... U.S.-based coconspirators" regarding the scheme "while they were in the United States," Hoskins "did not travel here" while the bribery scheme was ongoing. Appellant's Br. at 7.

II. The Indictment

The Third Superseding Indictment, the operative one in the case, brings twelve counts against Hoskins. This appeal concerns the first seven counts of the indictment.

Count one charges Hoskins with conspiring to violate the FCPA. It alleges that Hoskins is liable because he was an agent *73of Alstom U.S., an American company, and, in that capacity, committed acts that violated the statute. It also alleges that, independently of his agency relationship with an American company, Hoskins conspired with the company and its employees, as well as foreign persons, to violate the FCPA, and also aided and abetted their violations. The Count focuses on two objects of the conspiracy, which correspond to two provisions of the FCPA that Hoskins supposedly violated as an accomplice and also conspired to violate. The first of the two FCPA provisions prohibits American companies and American persons, as well as their agents, from using interstate commerce in connection with the payment of bribes. 15 U.S.C. § 78dd-2. The second prohibits foreign persons or businesses from taking acts to further certain corrupt schemes, including ones causing the payment of bribes, while present in the United States. 15 U.S.C. § 78dd-3.

Counts two through seven charge substantive violations of the FCPA, focusing on particular wire transfers from Alstom U.S.'s bank account to the consultants' accounts. These counts all charge Hoskins with violations of 15 U.S.C. § 78dd-2. The counts allege that Hoskins violated this provision as "an agent" of an American company or person, and also "by aiding and abetting" such a company or person.3

III. Proceedings Below

Before the district court Hoskins moved for dismissal of the first count of the indictment. See United States v. Hoskins , 123 F.Supp.3d 316 (D. Conn. 2015). He noted that the FCPA prescribes liability only for narrowly-circumscribed groups of people-American companies and citizens, and their agents, employees, officers, directors, and shareholders, as well as foreign persons acting on American soil. Hoskins argued that the government could not circumvent those limitations by charging him with conspiring to violate the FCPA, or aiding and abetting a violation of it, if he did not fit into one of the statute's categories of defendants. He thus moved for dismissal of Count One, as it charged that he was liable even if he did not fit into one of the statute's categories. Hoskins , 123 F.Supp.3d at 317, 319.

The government filed a closely-related motion in limine regarding Counts Two through Seven. Id. at 317. The motion sought to preclude Hoskins from arguing at trial that he could only be convicted of violating the statute under a conspiracy or aiding-and-abetting theory if the government first proved that he fell within one of the FCPA's enumerated categories of defendants.

The district court granted Hoskins's motion in part and denied the government's motion. See id. at 327. The court explained that, under Gebardi v. United States , 287 U.S. 112, 53 S.Ct. 35, 77 L.Ed. 206 (1932), "where Congress chooses to exclude a class of individuals from liability under a statute, the Executive may not override the Congressional intent not to prosecute that party by charging it with conspiring to violate a statute that it could not directly violate." Hoskins , 123 F.Supp.3d at 321 (internal quotation marks and alterations omitted). Upon a thorough consideration of the text, structure, and legislative history of the FCPA, the district court concluded that "Congress did not intend to impose accomplice liability on non-resident foreign nationals who were not subject to direct liability" under one of the statute's provisions. Id. at 327.

*74The court thus dismissed Count One of the indictment to the extent that it sought to charge Hoskins with conspiring to violate Section 78dd-2 of the FCPA without demonstrating that Hoskins fell into one of the FCPA's enumerated categories. Id. The court also dismissed Count One to the extent it alleged that Hoskins conspired to violate Section 78dd-3, which prohibits acts "while in the territory of the United States," because Hoskins had never entered the United States during the relevant period. Id. at 327 n.14 ("[I]f Congress intended to limit liability under this section to those within the territory of the United States, the Government cannot circumvent this intention by resort to the conspiracy statute."). The district court denied Hoskins's motion in part, however, because the indictment charged him with conspiring to violate the FCPA, or aiding and abetting a violation, as an agent of an American company, a category covered by Section 78dd-2. Id. at 318 n.1, 327. The court also denied the government's motion in limine. Id. at 327.

The government appeals all of the district court's rulings.

DISCUSSION

I. Jurisdiction under 18 U.S.C. § 3731

Hoskins first argues that the court has no jurisdiction over this interlocutory appeal. In the government's view, the court has jurisdiction under 18 U.S.C. § 3731, which permits the United States certain interlocutory appeals in criminal cases. The statute reads as follows:

In a criminal case an appeal by the United States shall lie to a court of appeals from a decision, judgment, or order of a district court dismissing an indictment or information or granting a new trial after verdict or judgment, as to any one or more counts, or any part thereof, except that no appeal shall lie where the double jeopardy clause of the United States Constitution prohibits further prosecution. ... The provisions of this section shall be liberally construed to effectuate its purposes.

18 U.S.C. § 3731. The previous version of Section 3731 did not include the phrase "or any part thereof," which was added by Congress in 2002. The legislative history of the provision makes clear that, in making the change, Congress intended to broaden the scope of interlocutory appeals the government could bring:

This section clarifies that 18 U.S.C. § 3731 authorizes an appeal by the United States, consistent with the Double Jeopardy clause, whenever a district court enters an order dismissing or striking part of an indictment or information. ... [The pre-2002 version of] the statute has generally been generously interpreted to allow government appeals, even when its literal language does not clearly extend to the case, such as where a district court has dismissed only a portion of a count such as a predicate act in a RICO count or an overt act in a conspiracy count. ... However, one federal circuit has held that section 3731 does not permit any government appeals from the dismissal of only part of a count. See United States v. Louisiana Pacific Corporation , 106 F.3d 345 (10th Cir. 1997). In other cases, appellate review of orders dismissing predicate acts or overt acts has been denied where the dismissed acts could not themselves have been charged in separate counts. See United States v. Terry , 5 F.3d 874 (5th Cir. 1993) ; United States v. Tom , 787 F.2d 65 (2d Cir. 1986).

It is time to resolve these conflicting results definitively. The reach of section 3731 should clearly be extended to orders dismissing portions of counts. Although *75the Solicitor General, who must approve all appeals by the United States to a court of appeals, only seldom authorizes appeals from partial dismissals of counts in criminal cases, there is no reason not to permit the government to appeal when the issue involved is important and determined by the Solicitor General to be worthy of presentation to a higher court. Indeed, there are some cases where the dismissal of a predicate act or overt act may substantially weaken the government's ability to prove its case. The proposed amendment would therefore insert the phrase "or any part thereof" in section 3731 so as to make clear that dismissals of any part of a count are subject to appeal by the United States in appropriate circumstances.

H.R. Rep. No. 107-685, at 188 (2002) (Conf. Rep.), reprinted in 2002 U.S.C.C.A.N. 1120, 1140-41 (hereinafter "2002 Conference Report"). Following the 2002 amendment, the First and Ninth Circuits have recognized the statute's clear reach over government requests to appeal dismissals of portions of counts in an indictment. United States v. DeCologero , 364 F.3d 12, 20 (1st Cir. 2004) ("The first paragraph of the statute allows (in pertinent part) an appeal from a district court's dismissal of an indictment 'as to any one or more counts, or any part thereof'-the 'any part' language having been added in 2002 in part to resolve a circuit split ...." (quoting 18 U.S.C. § 3731 (2003) ) ); United States v. Morales , 465 F. App'x 734, 736 (9th Cir. 2012) ("The statute was amended in 2002 to permit appeals from any "order of a district court [ ... ] dismissing an indictment [ ... ] or any part thereof. ").

Hoskins argues, based on our rulings in United States v. Margiotta , 662 F.2d 131 (2d Cir. 1981), and United States v. Tom , 787 F.2d 65 (2d Cir. 1986), that the court lacks jurisdiction to hear the appeal under Section 3731. Margiotta and Tom laid down the rule that "the Government may appeal when an order precludes consideration of an independent ground for a conviction." Tom , 787 F.2d at 70 (internal quotation marks omitted). This rule permitted some appeals when a district court dismissed something less than a full count of an indictment. We explained that "an independent ground for a conviction" need not always be "formally pleaded as a separate count in the indictment," Margiotta , 662 F.2d at 140, and that dismissal of a "ground for a conviction" would be appealable even if not set out as a separate count.

But, under the rule stated in Margiotta and Tom dismissal of a theory of liability did not always remove a separate ground for a conviction, and thus did not always give rise to a government appeal. As long as some path remained for the defendant to be convicted under a given charge, the appeal was impermissible. For example, in Margiotta , we did not allow the government to appeal from the district court's dismissal of the theory that the defendant was liable as a principal for violation of the Hobbs Act when he was also charged with aiding and abetting Hobbs Act violations. Id. at 141. We reasoned that "[a]ider and abettor activity ... is ... punishable ... to the same extent as activity of a principal," and so "the court's jury instruction concerning the Hobbs Act charges does not strike from the case an independent basis of liability." Id. Similarly, in Tom , we dismissed an appeal from a district court's dismissal of some, but not all, allegations of racketeering acts that undergirded a charge under the Racketeer Influenced and Corrupt Organizations Act ("RICO Act"). 787 F.2d at 67, 71.

In light of Congress's 2002 amendments to Section 3731, Tom and Margiotta are no longer authoritative regarding appeals *76from dismissals of portions of indictments. First, Congress's statement that appeals may be taken from dismissal of "any part" of a count of an indictment plainly conflicts with the rules stated in those cases, which did not permit appeals from dismissals of some parts of indictments. Second, the 2002 Conference Report rejected the rule established in Tom . See 2002 Conference Report at 188. Given that Margiotta and Tom stated the same rule, Congress's displeasure with both cases can be understood from the Conference Report.

Under the revised version of Section 3731, the government's appeal in this case may go forward. The district court dismissed portions of the indictment charging Hoskins with conspiracy to violate 15 U.S.C. § 78dd-2, or violation of that provision as an accomplice, to the extent that the government could not also show Hoskins was an agent of an American company or person, or a director, employee, or stockholder of an American company. Hoskins , 123 F.Supp.3d at 317, 327. Additionally, the court dismissed part of the indictment alleging that he conspired to violate 15 U.S.C. § 78dd-3, or violated that provision as an accomplice, because the government conceded that the defendant did not enter the United States during the relevant time period. Id. at 327 n.14. Although the court did not dismiss an entire count of the indictment, it dismissed two significant parts of a count. That suffices for an appeal, given Congress's statement that review may be sought after dismissal of "any part" of a count of an indictment.

Because we have jurisdiction under 18 U.S.C. § 3731 to review the dismissal of portions of Count One, we will exercise pendent appellate jurisdiction to review the district court's denial of the government's motion in limine. The doctrine of pendent appellate jurisdiction permits review of "all matters inextricably bound up with" an issue over which the court has jurisdiction. Lamar Advert. of Penn, LLC v. Town of Orchard Park, N.Y. , 356 F.3d 365, 371 (2d Cir. 2004) ; see also United States v. Zabawa , 39 F.3d 279, 283 (10th Cir. 1994) (applying rules of pendent appellate jurisdiction to appeal taken under 18 U.S.C. § 3731 ). Because "the district court here denied" the government's motion in limine "for the very same reasons" that it granted in part Hoskins's motion to dismiss the indictment, the issues "are indeed inextricably intertwined with [the issues] over which we have appellate jurisdiction." Lamar , 356 F.3d at 372. And because "[i]t is surely in the interest of judicial economy" to consider both of the motions in the same appeal, we will do so. Id.

II. The FCPA and the First Object of the Conspiracy

The central question of the appeal is whether Hoskins, a foreign national who never set foot in the United States or worked for an American company during the alleged scheme, may be held liable, under a conspiracy or complicity theory, for violating FCPA provisions targeting American persons and companies and their agents, officers, directors, employees, and shareholders, and persons physically present within the United States. In other words, can a person be guilty as an accomplice or a co-conspirator for an FCPA crime that he or she is incapable of committing as a principal?

A. Conspiracy Liability

For purposes of this appeal, we assume that Hoskins was neither an employee nor an agent of a domestic concern and therefore does not fall within the terms of the statute. But accomplice and conspiracy liability are generally not so limited. A get-away *77driver for a bank robbery team can still be prosecuted even though he has not "by force and violence ... take[n] ... from the person or presence of another ... any property ... belonging to ... any bank." 18 U.S.C. § 2113(a). As the common law has long recognized, persons who intentionally direct or facilitate the crimes physically executed by others must be held accountable for their actions. This recognition was effectuated by developing the doctrines of conspiracy and complicity, principles that are now codified in statutes. Under 18 U.S.C. § 2(a), a person who does not personally commit the acts constituting an offense is liable as a principal if he or she "aids, abets, counsels, commands, induces or produces" the commission of those acts by another. In addition, 18 U.S.C. § 371 punishes anyone who "conspire[s]" with another to commit the offense. Thus, by the plain language of the general statutes regarding conspiracy and accessorial liability-which nothing in the language of the FCPA purports to overrule or limit-if Hoskins did what the indictment charges, he would appear to be guilty of conspiracy to violate the FCPA and (as an accomplice) of substantive violations of that statute.

Conspiracy and complicity statutes do not cease to apply simply because a statute specifies particular classes of people who can violate the law. It is well established in federal criminal law that "[a] person ... may be liable for conspiracy even though he was incapable of committing the substantive offense." Salinas v. United States , 522 U.S. 52, 64, 118 S.Ct. 469, 139 L.Ed.2d 352 (1997). That principle was already deeply ingrained when the Supreme Court unanimously ruled in 1915 that persons not themselves bankrupt could be guilty of conspiring with someone who had declared bankruptcy to hide assets of the bankrupt's estate from the bankruptcy trustee, even if a non-bankrupt party could not be convicted of the principal offense. United States v. Rabinowich , 238 U.S. 78, 86, 35 S.Ct. 682, 59 L.Ed. 1211 (1915). With respect to complicity, the same principal was so clearly entrenched as a matter of the common law of crimes that the Supreme Court saw no need to cite a particular precedent when it unanimously recognized in 1833 that someone who "procure[d], advise[d] and assist[ed]" a postmaster to remove from the mail and destroy a letter was guilty of violating, as an accomplice, a statute prohibiting postal employees from taking mail entrusted to them for delivery. United States v. Mills , 32 U.S. (7 Pet.) 138, 141, 8 L.Ed. 636 (1833).

Thus the firm baseline rule with respect to both conspiracy and complicity is that where the crime is so defined that only certain categories of persons, such as employees of a particular sort of entity, may commit the crime through their own acts, persons not within those categories can be guilty of conspiring to commit the crime or of the substantive crime itself as an accomplice.4 Longstanding principle and precedent thus reinforces what the plain language of the conspiracy and aiding and abetting statutes command.

B. The Affirmative-Legislative-Policy Exception

There is a narrowly circumscribed exception to this common-law principle. In *78certain cases it is clear from the structure of a legislative scheme that the lawmaker must have intended that accomplice liability not extend to certain persons whose conduct might otherwise fall within the general common-law or statutory definition of complicity. A classic illustration is statutory rape, which makes it a crime to have sexual relations with a person who is under a statutorily defined age of consent. Applying the literal definitions of accomplice liability, a youthful participant who voluntarily consents to the act would be guilty of rape as well, because he or she intentionally aided or solicited the commission of the criminal act. But the legislature, in criminalizing the conduct of the adult participant and not that of the juvenile, obviously conceptualized the under-age party as the victim of the crime, and not a co-participant. Despite the common-law recognition of conspiracy and accomplice liability, and of the general principle that one could be guilty as a conspirator or accomplice even if the statute were defined in such a way that one was not capable of committing it as a principal, the common-law courts had no difficulty in recognizing an exception in those circumstances. See, e.g. , Regina v. Tyrell , [1894] 1 Q.B. 710.

Here the government concedes that the common-law principle of conspiracy liability admits of exceptions but argues that the FCPA falls outside those exceptions. Hoskins, by contrast, contends that the FCPA demonstrates "an affirmative Congressional intent to exclude certain persons from liability" under the statute. Appellee's Br. at 20 (emphasis omitted). The parties' dispute focuses on two cases, Gebardi v. United States , 287 U.S. 112, 53 S.Ct. 35, 77 L.Ed. 206 (1932), and United States v. Amen , 831 F.2d 373 (2d Cir. 1987), and it is thus profitable to consider both in some detail.

1. Gebardi

In Gebardi , the Supreme Court considered a conviction under the Mann Act, a statute that imposes a penalty upon

any person who shall knowingly transport or cause to be transported, or aid or assist in obtaining transportation for, or in transporting, in interstate or foreign commerce any woman or girl for the purpose of prostitution or debauchery, or for any other immoral purpose.

287 U.S. at 118, 53 S.Ct. 35 (quoting 18 U.S.C. § 398 (1932) ). The Mann Act criminalizes such transportation "with or without [the woman's] consent." Id. The government convicted both a man and woman for conspiracy to violate the Mann Act, on the theory that the woman conspired to transport a person-herself-merely by consenting to the man's transportation of her.

The Supreme Court reversed the convictions. The Court first noted that the Mann Act plainly covered cases where "the woman consents to her own transportation," rather than just cases where her transportation was forced, "[y]et it does not specifically impose any penalty upon her, although it deals in detail with the person by whom she is transported." Id. at 119, 53 S.Ct. 35. Because it would be obvious that women would participate in many violations of the statute, but the statute discussed no punishment for the women, the Court concluded that Congress intended for the women not to be liable for at least some class of violations of the Act. In particular, the Court determined it could not "infer that the mere acquiescence of the woman transported was intended to be condemned by the general language punishing those who aid and assist the transporter." Id. "The penalties of the statute are too clearly directed against the acts of the transporter" to support the view that *79Congress intended the woman always to be liable. Id.

Having decided that Congress intended to leave the woman unpunished when she merely acquiesced in her own illegal transportation, the Court next considered whether she could be convicted of conspiring to violate the statute in such circumstances. Id. at 119-23, 53 S.Ct. 35. The Court concluded that she could not. The Court emphasized, again, that "Congress set out in the Mann Act to deal with cases which frequently, if not normally, involve consent and agreement on the part of the woman to the forbidden transportation," but that "this acquiescence ... was not made a crime under the Mann Act itself." Id. at 121, 53 S.Ct. 35. Consequently, the Court "perceive[d] in the failure of the Mann Act to condemn the woman's participation in those transportations which are effected with her mere consent, evidence of an affirmative legislative policy to leave her acquiescence unpunished." Id. at 123, 53 S.Ct. 35. The Court explained that it was

a necessary implication of that policy that when the Mann Act and the conspiracy statute came to be construed together, as they necessarily would be, the same participation which the former contemplates as an inseparable incident of all cases in which the woman is a voluntary agent at all, but does not punish, was not automatically to be made punishable under the latter. It would contravene that policy to hold that the very passage of the Mann Act effected a withdrawal by the conspiracy statute of that immunity which the Mann Act itself confers.

Id. at 123. Because the defendant in Gebardi had merely consented to her transportation, the Court ruled that her conviction for conspiracy could not stand; and because she had not conspired to violate the Mann Act, her companion had no one with whom to conspire. Id. Both of their convictions for conspiracy were reversed. Id.

In determining that the woman in Gebardi was not liable as a conspirator because of Congress's "affirmative legislative policy" to leave her unpunished, id. at 123, 53 S.Ct. 35, the Gebardi Court distinguished its reasoning from an older common-law limitation on conspiracy liability-a rule widely known as Wharton's Rule. See id. at 121-22, 53 S.Ct. 35 ; see also Iannelli v. United States , 420 U.S. 770, 773-76, 95 S.Ct. 1284, 43 L.Ed.2d 616 (1975) (discussing Wharton's Rule and identifying Gebardi as a case that had previously discussed it). Wharton's Rule states that "[a]n agreement by two persons to commit a particular crime cannot be prosecuted as a conspiracy when the crime is of such a nature as to necessarily require the participation of two persons for its commission," such as dueling. Iannelli , 420 U.S. at 773 n.5, 95 S.Ct. 1284 (quoting 1 R. Anderson, Wharton's Criminal Law and Procedure § 89, at 191 (1957) ).

The Court in Gebardi alluded to Wharton's Rule. See Gebardi , 287 U.S. at 122, 53 S.Ct. 35. But the Court stated that Wharton's Rule did not apply, because the Rule requires voluntary consent while "criminal transportation under the Mann Act may be effected without the woman's consent as in cases of intimidation or force." Id. Consequently, the Court "d[id] not rest [the] decision upon [Wharton's Rule], nor upon the related one that the attempt is to prosecute as conspiracy acts identical with the substantive offense." Id. at 122-23, 53 S.Ct. 35. Instead, the Court explicitly situated its ruling "upon the ground that we perceive in the failure of the Mann Act to condemn the woman's participation in those transportations which are effected with her mere consent, evidence of an *80affirmative legislative policy to leave her acquiescence unpunished." Id. at 123, 53 S.Ct. 35.

2. Amen

We applied the reasoning of Gebardi in United States v. Amen , 831 F.2d 373 (2d Cir. 1987). In Amen , the Court considered the "continuing criminal enterprise" statute, 21 U.S.C. § 848, a provision "designed to reach the 'top brass' in the drug rings," Garrett v. United States , 471 U.S. 773, 781, 105 S.Ct. 2407, 85 L.Ed.2d 764 (1985), or, to put it differently, the "kingpin" in an enterprise. Amen , 831 F.2d at 382. A defendant was convicted on the theory that he conspired with, and aided and abetted, an enterprise's "kingpin," even though the defendant himself was not the "kingpin." Id.

The government conceded that the statute did not apply to an enterprise's employees. Id. at 381. It nevertheless attempted to distinguish between "mere employees and those who otherwise 'help' the kingpin," and to argue that "non-employees who knowingly provide direct assistance to the head of the organization in supervising and operating the criminal enterprise can be ... punished" for violating the "kingpin" statute under conspiracy and aiding-and-abetting theories. Id. at 381-82.

We explained, however, that the government's theory "lack[ed] support in legislative history" and "seem[ed] totally unworkable" because many employees would provide greater assistance to the "kingpin" than non-employee third parties, and that it made little sense to extend the government's theory to one group if it concededly could not reach the other. Id. at 382. This application of complicity and conspiracy would disrupt the carefully defined statutory gradation of offenses; the low-level henchman would find himself subject to the more severe penalties applicable to the "kingpin." Because the Court determined that Congress did not intend for the "kingpin" statute to apply to the class of individuals involved in the case, the defendant's conviction was overturned. Id.

3. Identifying an Affirmative Legislative Policy

Accepting Gebardi 's teaching that conspiracy and complicity liability will not lie when Congress demonstrates an affirmative legislative policy to leave some type of participant in a criminal transaction unpunished, 287 U.S. at 123, 53 S.Ct. 35, the question becomes how to identify such a policy. As the common-law principle outlined above indicates, we cannot identify such a policy whenever a statute focuses on certain categories of persons at the exclusion of others. Gebardi confirms this, emphasizing that its reasoning was "concerned with something more than an agreement between two persons for one of them to commit an offense which the other cannot commit." Id. at 121, 53 S.Ct. 35. In Gebardi that "something more" was a recognition that because a woman's participation was "an inseparable incident of all cases in which the woman is a voluntary agent" capable of entering into a conspiracy, Congress's silence as to the women's liability was a conferral of immunity. Id. at 121-23, 53 S.Ct. 35. Similarly, in Amen the Court saw that the continuing criminal enterprise provision "was designed to reach the top brass in the drug rings, not the lieutenants and foot soldiers" and broadening the scope of liability with the conspiracy statute would subvert that purpose. 831 F.2d at 381 (brackets and internal quotation marks omitted). In both instances the courts looked to the text of the statute and the purpose that Congress was trying to achieve, thereby honoring their "over-arching obligation to give effect *81to congressional intent" when interpreting statutes. United States v. Bonanno Organized Crime Family of La Cosa Nostra , 879 F.2d 20, 21 (2d Cir. 1989). In keeping with traditional principles of statutory interpretation, as well as the analysis employed in Gebardi and its progeny, an affirmative legislative policy can be discerned by looking to the statute's text, structure, and legislative history.5

4. Government's Arguments for a Narrower Principle

The government argues for a much narrower reading of Gebardi that would effectively circumscribe the ability of the courts to ascertain congressional intent in enacting criminal statutes. The government argues that Gebardi forecloses liability for conspiracy or complicity only when (1) "the defendant's consent or acquiescence is inherent in the [substantive] offense," or (2) "the defendant's participation in the crime is frequently, if not normally a feature of the [substantive] criminal conduct." Appellant's Opening Br. at 24 (internal quotation marks omitted).

A number of problems arise with either of these narrow readings of Gebardi . The government's first reading of Gebardi is foreclosed because, at least in the conspiracy context, it is the same as Wharton's Rule. As noted, where a substantive offense requires persons to agree in order to commit it, Wharton's Rule disallows liability for conspiracy based on the same agreement required for the substantive crime. See Iannelli , 420 U.S. at 773, 95 S.Ct. 1284. Here, the government suggests that we should read the Gebardi principle to mean the same thing: that liability for conspiracy is barred when "the defendant's consent or acquiescence is inherent in the [substantive] offense." Appellant's Opening Br. at 24 (internal quotation marks omitted). The opinion in Gebardi explicitly stated that its reasoning was not based on Wharton's Rule; thus that cannot be the basis for the exception. Gebardi , 287 U.S. at 122-23, 53 S.Ct. 35.6

The government's argument that the exception is limited to situations where the defendant's conduct is inherent in the substantive offense is also inconsistent with Amen . Our holding in Amen , which considered an individual who was not an employee of the criminal enterprise, did not turn on the fact that the defendant was essential to the existence of the criminal transaction under consideration. Amen , 831 F.2d at 381. Although a "criminal enterprise" with a "kingpin" must have employees, *82and such employees are thus essential to the statute's application, the enterprise need not work with non-employee third parties. Amen held that the "kingpin" statute did not apply to third parties, and did so based on the intentions of Congress rather than because third parties were required for a criminal enterprise to exist. See id. at 382.

Second, we do not share the government's view that Gebardi asks whether a certain type of defendant's conduct is "frequently, if not normally" involved in an offense. Gebardi , 287 U.S. at 121, 53 S.Ct. 35. With respect to the statute giving rise to Gebardi -the Mann Act-there was no question that a woman's participation in the crime was "frequently, if not normally" a feature of a violation. Indeed, a woman's participation, either willing or unwilling, was required in every violation. But the Court did not merely ask whether her involvement was "frequently, if not normally" a feature of a violation; instead, the Court discerned the legislative policy of the Mann Act, and provided immunity only to the extent it comported with the Act's policy. Id. at 123, 53 S.Ct. 35.

Indeed, in United States v. Holte , 236 U.S. 140, 35 S.Ct. 271, 59 L.Ed. 504 (1915), a predecessor case to Gebardi , the Court explicitly held that a woman could be found guilty for conspiring to violate the Mann Act. The Court described a hypothetical case where immunity would not be appropriate:

Suppose, for instance, that a professional prostitute, as well able to look out for herself as was the man, should suggest and carry out a journey within the [Mann Act] in the hope of black-mailing the man, and should buy the railroad tickets, or should pay the fare from Jersey City to New York,-she would be within the letter of the [Mann Act], and we see no reason why the act should not be held to apply. We see equally little reason for not treating the preliminary agreement as a conspiracy that the law can reach, if we abandon the illusion that the woman always is the victim.

236 U.S. at 145, 35 S.Ct. 271. The Court's analysis in Holte , much like in Gebardi , did not merely ask whether a woman would "frequently if not normally" be present for violations of the Mann Act. Instead, the Court determined Congress's policy in enacting the statute, and limited liability consistent with that policy. To be sure, the fact that a woman was invariably part of a violation of the Act was relevant in discerning congressional policy. But the rule the Holte Court adopted was much more nuanced than could be justified by simply observing those offenses for which women would be present: by definition, a woman's presence was required for every violation of the Act.

Finally, the government relies on Ocasio v. United States , --- U.S. ----, 136 S.Ct. 1423, 194 L.Ed.2d 520 (2016), a recent decision that it believes to have drawn narrowly the exception exemplified by Gebardi . The opinion in Ocasio considered an incident of bribery charged under the Hobbs Act, and a charge of conspiracy to violate the Hobbs Act by paying the same bribe. 136 S.Ct. at 1427. Although the language of the Hobbs Act prohibits "extortion" committed by "the obtaining of property from another, with his consent ... under color of official right," 18 U.S.C. § 1951(b)(2), the Supreme Court has held that this tortured language is best understood as the "rough equivalent of what we would now describe as 'taking a bribe,' " Ocasio , 136 S.Ct. at 1428 (quoting Evans v. United States , 504 U.S. 255, 260, 112 S.Ct. 1881, 119 L.Ed.2d 57 (1992) ). In other words, the Hobbs Act's text speaks as though a bribe-payer is being "extorted," when, in reality, the bribe may be a consensual *83one paid to secure some advantage.

The defendant in Ocasio contended, using the language of the Hobbs Act, that he could not be convicted of conspiracy. He noted that the Hobbs Act criminalized "obtaining of property from another ," 18 U.S.C. § 1951(b)(2) (emphasis added). He then contended that a conspiracy charge was not appropriate, because "the conspirators," who were the officials taking the bribe and the persons paying it, "had not agreed to obtain money from ["another"-that is, from] a person who was not a member of the conspiracy." Ocasio , 136 S.Ct. at 1429. The Court rejected this argument, explaining that it did not matter that the defendants who paid the bribes "did not have the objective of obtaining money 'from another' because the money in question was their own." Id. at 1433. The Court simply reasoned that it was sufficient for the defendants to conspire with others who would take money "from another," even if that "[ ]other" person happened to be the conspirator himself. Id . at 1434.

The opinion in Ocasio emphasized that the crime in question, Hobbs Act extortion, bears a meaning not readily discernible from its text. Because, as noted, the statute essentially criminalizes "taking a bribe," the Court was unwilling to indulge the defendant's argument that the text indicated an affirmative legislative policy to leave the "extorted" party unpunished, or a desire to punish only the party taking property "from another." 136 S.Ct. at 1435-36.

Although Ocasio arose in a setting where a statute's language arguably suggested that certain persons are spared from liability, the unique features of Hobbs Act extortion limit Ocasio 's helpfulness to the government. Because the Supreme Court did not agree that the Hobbs Act manifested the "something more" present in Gebardi , namely any intention to limit liability for the payer of a bribe, the Court rejected the argument that conspiracy liability should be circumscribed based on any such limitation. Id. at 1434-35 ("The subtext of [defendant's] arguments is that it seems unnatural to prosecute bribery on the basis of a statute prohibiting 'extortion,' but this Court held in Evans that Hobbs Act extortion 'under color of official right' includes the rough equivalent of what we would now describe as 'taking a bribe.' ... [W]e have no occasion to [overrule Evans .]" (internal quotation marks and citations omitted) ). Consequently, the case does not demonstrate a narrowing of the affirmative-legislative-policy exception, but simply a situation where there was no affirmative legislative policy to leave the bribe payers unpunished. Moreover, Ocasio 's independent ruling that incapacity to commit a substantive offense does not, without more, preclude conspiracy or complicity charges, is merely a reaffirmation of the common-law principle addressed above, not an abdication of the affirmative-legislative-policy exception.

C. The Affirmative Legislative Policy Regarding the FCPA's Coverage

Applying the teachings of Gebardi and Amen to the FCPA, we find the "something more" that evinces an affirmative legislative policy to leave the category of defendants omitted from the statutory framework unpunished. In particular, the carefully tailored text of the statute, read against the backdrop of a well-established principle that U.S. law does not apply extraterritorially without express congressional authorization and a legislative history reflecting that Congress drew lines in the FCPA out of specific concern about the scope of extraterritorial application of the statute, persuades us that Congress did *84not intend for persons outside of the statute's carefully delimited categories to be subject to conspiracy or complicity liability. Our conclusion is consistent with the reasoning of other courts that have addressed this question. See United States v. Castle , 925 F.2d 831 (5th Cir. 1991) ; United States v. Bodmer , 342 F.Supp.2d 176 (S.D.N.Y. 2004).

1. Text of the FCPA

We begin with the text of the statute. Like the Mann Act, which "[did] not specifically impose any penalty upon" a woman for assisting in her own transportation across state lines, "although it deal[t] in detail with" other persons, Gebardi , 287 U.S. at 119, 53 S.Ct. 35, the FCPA contains no provision assigning liability to persons in the defendant's position-nonresident foreign nationals, acting outside American territory, who lack an agency relationship with a U.S. person, and who are not officers, directors, employees, or stockholders of American companies. See 15 U.S.C. §§ 78dd-1 ; 78dd-2; 78dd-3.

Moreover, in Gebardi , the statute under consideration was less clear as to Congress's intent to exclude the defendant from liability, compared to the FCPA's utter silence regarding the class of defendants involved in this case. As noted, the Mann Act placed a penalty upon "any person who shall knowingly transport or cause to be transported, or aid or assist in obtaining transportation for ... any woman or girl for ... any ... immoral purpose." Id. at 118, 53 S.Ct. 35. The Supreme Court explained that, for a woman to be liable under the Mann Act, her role must "be more active than mere agreement on her part to the transportation and its immoral purpose." Id. at 119, 53 S.Ct. 35. But the Court stated in Gebardi , much as it did in Holte , that the Mann Act would cover the woman to the extent she were to " 'aid or assist' some one else in transporting or in procuring transportation" for her. Id. Thus, the statute created at least some potential for liability where a woman did more than exhibiting "mere agreement ... to the transportation." Id. In the present case, by contrast, there is no text that creates any liability whatsoever for the class of persons in question.

2. Structure of the FCPA

A second piece of evidence-the structure of the FCPA-confirms that Congress's omission of the class of persons under discussion was not accidental, but instead was a limitation created with surgical precision to limit its jurisdictional reach. The statute includes specific provisions covering every other possible combination of nationality, location, and agency relation, leaving excluded only nonresident foreign nationals outside American territory without an agency relationship with a U.S. person, and who are not officers, directors, employees, or stockholders of American companies.

The FCPA explicitly lays out several different categories of persons over whom the government may exercise jurisdiction. First, the statute prohibits a company issuing securities regulated by federal law (an "issuer") from using interstate commerce in connection with certain types of corrupt payments to foreign officials. 15 U.S.C. § 78dd-1(a). The same prohibitions apply to any "domestic concern." 15 U.S.C. § 78dd-2(a). "Domestic concern" is a broad term that covers "any individual who is a citizen, national, or resident of the United States," 15 U.S.C. § 78dd-2(h)(1)(A), wherever such a person happens to be in the world. It also covers most businesses-including partnerships, sole proprietorships, and unincorporated organizations-that are organized under state or federal law or have principal *85places of business in the United States. 15 U.S.C. § 78dd-2(h)(1)(B).

Importantly, the prohibitions on issuers and domestic concerns also apply to "any officer, director, employee, or agent of" the entity, "or any stockholder thereof acting on behalf of" the entity. 15 U.S.C. §§ 78dd-1(a), 78dd-2(a). The statute's prohibitions thus apply not only (for example) to partnerships organized under state law, but also to their executives, janitors, and travel agents. And, although a person must be a citizen, national, or resident of the United States to be charged as a domestic concern, no similar requirement limits the liability of officers, employees, or agents of domestic concerns and issuers.

Second, the statute prohibits "any person other than an issuer ... or a domestic concern" from using interstate commerce in furtherance of corrupt payments to foreign officials, but only while the person is "in the territory of the United States." 15 U.S.C. § 78dd-3(a). A "person" is "any natural person other than a national of the United States," as well as any business organized under foreign law. 15 U.S.C. § 78dd-3(f)(1).

In sum, these provisions provide jurisdiction over the following persons, in the following scenarios:

(1) American citizens, nationals, and residents, regardless of whether they violate the FCPA domestically or abroad;

(2) most American companies, regardless of whether they violate the FCPA domestically or abroad;

(3) agents, employees, officers, directors, and shareholders of most American companies, when they act on the company's behalf, regardless of whether they violate the FCPA domestically or abroad;

(4) foreign persons (including foreign nationals and most foreign companies) not within any of the aforementioned categories who violate the FCPA while present in the United States.

The single, obvious omission is jurisdiction over a foreign national who acts outside the United States, but not on behalf of an American person or company as an officer, director, employee, agent, or stockholder.

3. Legislative History

The question thus becomes whether there is "something more," a policy basis for Congress to exclude Hoskins's category of defendants from criminal liability-something akin to the Mann Act's decision not to punish the woman who is frequently, if not normally involved in the offense or 21 U.S.C. § 848's gradation of punishment based on leadership in a criminal enterprise. We think there is. "It is a basic premise of our legal system that, in general, United States law governs domestically but does not rule the world." RJR Nabisco, Inc. v. European Cmty. , --- U.S. ----, 136 S.Ct. 2090, 2100, 195 L.Ed.2d 476 (2016) (internal quotation marks omitted). Courts will therefore not apply a U.S. law extraterritorially unless "the affirmative intention of the Congress [is] clearly expressed." E.E.O.C. v. ArabianAm. Oil Co. , 499 U.S. 244, 248, 111 S.Ct. 1227, 113 L.Ed.2d 274 (1991). This principle stems from the risk of "unintended clashes between our laws and those of other nations which could result in international discord." Id. The legislative history of the FCPA makes it clear that Congress was attuned to these risks and carefully delimited the statute accordingly.

a. The Foreign Corrupt Practices Act of 1977

When President Carter took office in 1977, sponsors of the 1976 precursor to the *86FCPA exhorted the administration to take an active approach in promoting an anti-bribery statute comparable to the 1976 bill that passed the Senate but failed to pass the House. See Mike Koehler, The Story of the Foreign Corrupt Practices Act, 73 OHIO ST . L.J. 929, 996 (2012). The Carter Administration indicated its support for such a statute, and, in particular, suggested that "specific criminal penalties" for acts of bribery were the correct approach to solving the problem. See Foreign Corrupt Practices and Domestic and Foreign Investment Disclosure: Hearing on S. 305 Before the S. Comm. on Banking, Hous., & Urban Affairs , 95th Cong. 67 (1977) (statement of W. Michael Blumenthal, Secretary of the Treasury).

i. The Administration and the Senate Bill

Although it hoped to pass aggressive anti-bribery legislation, the Administration recognized that a statute focusing on criminalization, rather than disclosure, required a delicate touch where extraterritorial conduct and foreign nationals were concerned. The Secretary of the Treasury, W. Michael Blumenthal, noted as much at a hearing before the Senate Committee on Banking, Housing, and Urban Affairs on March 16, 1977:

[T]he Administration recognizes that great care must be taken with an approach which makes certain types of extraterritorial conduct subject to our country's criminal laws. Moreover, a law which provides criminal penalties must describe the persons and acts covered with a high degree of specificity in order to be enforceable, to provide fair warning to American businessmen.

Id. at 70 Secretary Blumenthal emphasized, in particular, the Administration's concerns regarding the protection of foreign nationals:

There is a problem of extraterritoriality which needs to be carefully addressed. There is also a question of insuring fairness and due process, not only for American citizens but also for those foreign citizens and foreign countries who may in some way become involved and whose reputations become involved in particular allegations. We have to deal with the question of how we can write the bill in such a way that it includes protections in this regard.

Id. at 94 The Secretary's requests, in other words, were for the Committee to enact a bill that clarified the extent of liability, and that provided protection for foreign persons.

In the initial draft of the FCPA, individual liability for bribery was chargeable largely through the conspiracy and complicity statutes. In the initial draft, as in the current version of the FCPA, there were three categories of legal rules:

• first, obligations to create "books, records, and accounts, which accurately and fairly reflect the transactions" of the company, S. 305, 95th Cong., § 102(2)(A) (as introduced Jan. 18, 1977) (hereinafter "S. 305 as Introduced"),;

• second, obligations to "devise and maintain an adequate system of internal accounting controls sufficient to provide reasonable assurances" that transactions are properly authorized and recorded, id. at §§ 102(2)(B); and

• third, provisions prohibiting the payment of bribes to foreign officials, id. at §§ 103-104.

Individual liability was discussed for the first two classes of rules-the "books and records" and "internal accounting controls" provisions. See S. 305 as Introduced, § 102(3) ("It shall be unlawful for any person, directly or indirectly, to falsify, or *87cause to be falsified, any book, record, account, or document ...."). But the anti-bribery provision, spread over Sections 103 and 104, covered only bribery by an "issuer" or a "domestic concern." Conspicuously absent was any provision creating liability for the employees of an "issuer," which meant that there would be no liability under a substantive provision of the statute for an employee of a publicly-traded company who approved a bribe. See S. 305 as Introduced, § 103. Although the draft prohibited "domestic concerns, other than an issuer" from offering, paying, promising to pay, or "authoriz[ing] the payment of" bribes, see S. 305 as Introduced, § 104(a), and the draft included among "domestic concerns" both "an individual who is a citizen or national of the United States," as well as most American companies, see S. 305 as Introduced, § 104(c)(1), the provision did not clarify that an individual employee of a non-issuer company would be liable for the company's payment of bribes. The result was draft legislation that clearly did not create direct individual liability for employees of publicly-traded companies, and only arguably created it for employees of other companies. As explained below, the Senate's intention in this draft was to create individual liability using the conspiracy and complicity statutes rather than by enumerating particular individuals who could be liable within the statute's text.

On April 6, 1977, less than a month after Secretary Blumenthal's testimony before a Senate committee, his concerns regarding individual liability under the nascent FCPA were specifically addressed in a markup session held by the same committee. During the session, the Committee on Banking, Housing and Urban Affairs discussed the version of S. 305 that had been introduced to the Senate. See Markup Session on S. 305, Corporate Bribery , S. Comm. on Banking, Hous. and Urban Affairs, 95th Cong. 1-2 (1977). The Committee adopted two amendments that significantly clarified the classes of persons liable under the statute, and did so by reducing the bill's reliance on conspiracy and complicity theories:

Amendment number 3, on page 4, line 5 after the word "title" insert the words "or any officer, director, employee or stockholder thereof acting on behalf of such issuer."

On page 6, line 1 after "1934" insert the words: "or any officer, director, employee or stockholder thereof acting on behalf of such domestic concern."

Id. at 12. These amendments clarified that particular individuals would be liable for certain violations of the statute. These amendments were explained in the markup hearing as a change to the Senate's earlier plan to cover individuals using theories of complicity and conspiracy instead of defining specifically the persons who could be liable under the statute:

[T]his amendment also reflects the Administration's position in recommending that individuals be covered. Indeed, I believe that the committee last year intended to cover individuals; however, it wasn't specifically stated. They were intended to be covered as aiders, abettors and conspirators and so on and so forth, and this makes clear that they are covered directly and also it makes it clear that they are covered in their capacity in acting on behalf of the company.

Id.

The markup session provides powerful evidence of two points relevant to this case. First, before the Carter Administration's concerns and the markup hearing detailed above, the Senate had planned to adopt a bill that largely omitted references to individual liability, and that instead relied on theories of conspiracy and complicity *88to tie individual action to corporate misdeeds. In response to administration concerns-particularly concerns regarding the clarity of liability and its application to foreign persons-the Senate rejected its prior approach. Instead, it opted for a version of the bill that was not reliant on conspiracy or complicity theories. Rather, it defined, with great precision, who would be liable.

ii. The House Bill and Final Legislation

In the House, Representative Bob Eckhardt initially proposed a bill, the Unlawful Corporate Payments Act of 1977, with broader coverage than the Senate's initial legislation. See H.R. 3815, 95th Cong. (as introduced Feb. 22, 1977). The bill created liability not only for officers, directors, and employees of issuers and domestic concerns, id. at §§ 2(a), 3(c)(1), but also for "agents" who "knowingly and willfully carried out" bribes, id. at §§ 2(a), 3(c)(2). The sections covering individuals-including subsection (3)(c)(2), which covered "agents" who "carried out" bribes-appeared to apply regardless of nationality or location.

Several leading authorities, including Harvey L. Pitt, General Counsel of the SEC, suggested to Representative Eckhardt and other Congressmen on the Committee on Interstate and Foreign Commerce that these provisions went too far. In a hearing discussing the bill, Mr. Pitt stated as follows:

At a minimum, I think the language of subsection (c)(2), applying to any agent, might create some jurisdictional problems if the agent is wholly situated overseas and has not been in this country. While I think there are jurisdictional ties that could be asserted, the problems you express in this case might be even worse in terms of prosecution. But, I think you could so something along the lines you are suggesting either by amending this subsection or by report language that would clarify burdens of proof, obligations, and the involvement of agents, to provide a fair opportunity for an agent to present his defense. That does seem to be a very serious concern.

Unlawful Corporate Payments Act of 1977: Hearings Before the Subcomm. on Consumer Prot. and Fin. of the Comm. on Interstate and Foreign Commerce , 95th Cong. 232 (1977) (statement of Harvey L. Pitt, General Counsel, Securities and Exchange Commission). Following these hearings, the Committee on Interstate and Foreign Commerce reported an amended bill to the House. The revised version allowed liability for agents and employees of issuers and domestic concerns only if the company for which they worked was also found to be liable-a change that essentially increased the U.S. nexus required for an offense to be covered.7 See *89H. Rep. No. 95-831, at 13 (1977) (Conf. Rep.) (hereinafter "1977 Conference Report").

The final version of the FCPA, agreed to in conference, demonstrated a compromise between the House and Senate versions. Like the Senate's revised bill-and the House's original bill-it named particular categories of individuals who would be liable under the FCPA rather than relying on the use of conspiracy and complicity principles to create such liability. See Foreign Corrupt Practices Act, Pub. L. No. 95-213, § 103(a), 91 Stat. 1494, 1495 (creating liability for bribery committed by an "issuer" and "any officer, director, employee, or agent of such issuer or any stockholder thereof acting on behalf of such issuer"); id. at § 104(a), 91 Stat. at 1496 (creating liability for bribery by a "domestic concern, other than an issuer," and for "any officer, director, employee, or agent of such domestic concern or any stockholder thereof acting on behalf of such domestic concern"). It did allow liability for agents, but restricted the liability to an agent who was "a United States citizen, national, or resident or is otherwise subject to the jurisdiction of the United States,"8 and also required a finding that the employer had been liable. Id. at § 103(a), 91 Stat. at 1496; id. at § 104(b)(3)(a), 91 Stat. at 1497. The bill also rejected liability for foreign affiliates of American companies.

The Conference Report emphasized that the statute drew deliberate lines regarding the liability of foreign persons, both corporate and natural:

[T]he conferees recognized the inherent jurisdictional, enforcement, and diplomatic difficulties raised by the inclusion of foreign subsidiaries of U.S. companies in the direct prohibitions of the bill. However, the conferees intend to make clear that any issuer or domestic concern which engages in bribery of foreign officials indirectly through any other person or entity would itself be liable under the bill. The conferees recognized that such jurisdictional enforcement, and diplomatic difficulties may not be present in the case of individuals who are U.S. citizens, nationals, or residents. Therefore, individuals other than those specifically covered by the bill (e.g. , officers, directors, employees, agents, or stockholders acting on behalf of an issuer or domestic concern) will be liable when they act in relation to the affairs of any foreign subsidiary of an issuer or domestic concern if they are citizens, nationals, or residents of the United States. In addition, the conferees determined *90that foreign nationals or residents otherwise under the jurisdiction of the United States would be covered by the bill in circumstances where an issuer or domestic concern engaged in conduct proscribed by the bill.

1977 Conference Report at 14. This discussion, much like the discussion in the earlier hearings on the Senate's 1976 legislation, largely resolves the problem of liability against foreign persons by noting that an American company will be liable if it acts through unreachable foreign affiliates. See id. (noting that "any issuer or domestic concern which engages in bribery of foreign officials indirectly through any other person or entity would itself be liable"). Its mention of situations where "foreign nationals or residents otherwise under the jurisdiction of the United States" would be liable because "an issuer or domestic concern engaged in conduct proscribed by the bill" clearly refers to the statute's liability for agents, which permits jurisdiction over foreign nationals. Id. The Conference Report made no mention of conspiracy or aiding-and-abetting theories of liability.

b. The 1998 Revisions9

In 1998, Congress amended the FCPA. The Committee Report from the Senate Committee on Banking, Housing, and Urban Affairs noted that "[s]ince the passage of the FCPA, American businesses have operated at a disadvantage relative to foreign competitors who have continued to pay bribes without fear of penalty," because their countries' laws did not include comparable prohibitions on bribery. S. Rep. No. 105-277, at 2 (1998) (hereinafter "1998 Senate Report"). In response to this problem, "[i]n 1988, Congress directed the Executive Branch actively to seek to level the playing field by encouraging ... trading partners to enact legislation similar to the FCPA." Id. "These efforts eventually culminated in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the 'OECD Convention')," which asked signatory nations to enact anti-bribery laws containing certain minimum requirements. Id.

i. Congress's View of the Amendments

As the Committee Report explained, the 1998 statute aimed to "amend[ ] the FCPA to conform it to the requirements of and to implement the OECD Convention." Id. The amendments served five major purposes, although only three are pertinent here:

[First], the OECD Convention calls on parties to cover "any person"; the [1977] FCPA cover[ed] only issuers with securities registered under the 1934 Securities Exchange Act and "domestic concerns." The Act, therefore, expands the FCPA's coverage to include all foreign persons who commit an act in furtherance of a foreign bribe while in the United States. ...

[Additionally], the OECD Convention calls on parties to assert nationality jurisdiction when consistent with national legal and constitutional principles. Accordingly, the Act amends the FCPA to provide for jurisdiction over the acts of U.S. businesses and nationals in furtherance of unlawful payments that take place wholly outside the United States. This exercise of jurisdiction over U.S. businesses and nationals for unlawful conduct abroad is consistent with U.S. legal and constitutional principles ....

*91[F]inally, the Act amends the FCPA to eliminate the current disparity in penalties applicable to U.S. nationals and foreign nationals employed by or acting as agents of U.S. companies. In the [1977] statute, foreign nationals employed by or acting as agents of U.S. companies [were] subject only to civil penalties. The Act eliminates this restriction and subjects all employees or agents of U.S. businesses to both civil and criminal penalties.

Id. at 2-3. The relevant changes to the statute, in short, were liability for foreign persons who committed acts within the United States, assertion of jurisdiction over American businesses and nationals bribing persons wholly outside the United States, and creation of criminal, rather than just civil, penalties for foreign nationals who are employees or agents of American companies. Clearly, none of these goals have an impact on the question at issue in this case-whether a nonresident foreign national, acting entirely outside the United States, and who is not an employee or agent of an American company, may be liable based on a conspiracy or complicity theory.

Moreover, the Committee Report took great pains to emphasize that the foreign nationals covered under the statute fit within three categories: (1) those who acted on American soil, (2) those who were officers, directors, employees, or shareholders of U.S. companies, and (3) those who were agents of U.S. companies. The following examples illustrate the Report's care in making the matter clear:

Section 2(d) implements the OECD Convention by amending § 32(c) of the Securities Exchange Act of 1934 to eliminate the current disparity in treatment between U.S. nationals that are employees or agents of issuers and foreign nationals that are employees or agents of issuers. Presently, foreign nationals who are employees or agents (as opposed to officers or directors) are subject only to civil sanctions. ...

[I]t is expected that the established principles of liability, including principles of vicarious liability, that apply under the current version of the FCPA shall apply to the liability of U.S. businesses for acts taken on their behalf by their officers, directors, employees, agents, or stockholders outside the United States, regardless of the nationality of the officer, director, employee, agent, or stockholder .

The new offense ... provid[es] for criminal jurisdiction in this country over bribery by foreign nationals of foreign officials when the foreign national takes some act in furtherance of the bribery within the territory of the United States .

Id. at 4-5 (emphases added). Each mention of foreign nationals is carefully followed by clarifications-often highly repetitive ones-noting that foreign nationals are liable only because they fall within one of the three categories. There is no mention, in any of these seemingly exhaustive descriptions of how foreign nationals are covered under the statute, of liability based on conspiring or aiding and abetting an offense even though the foreign national is not an agent, employee, officer, director, or shareholder of the American company, and even though the foreign national is operating entirely outside the territory of the United States.

ii. Language of the OECD Convention

The government's argument-that Congress must have intended to cover foreign nationals acting abroad who are not employees or agents of an American company-focuses heavily on the OECD Convention with which Congress intended to make American law comply. The government *92first contends that the OECD Convention shows that the United States agreed to "take such measures as may be necessary to establish that it is a criminal offence under its law for any person intentionally to" engage in bribery of foreign officials. Convention on Combating Bribery and Foreign Public Officials in International Business Transactions art. 1.1, Dec. 17, 1997, S. Treaty Doc. No. 105-43, 37 I.L.M. 1 (1998) (hereinafter "OECD Convention") (emphasis added). The government reads the words "any person" to apply expansively, including to nonresident foreign nationals who do not have direct connections to American businesses.

The government's argument falters for two reasons. First, the requirement that intentional bribery by "any person" is illegal is a highly general one; it does not require approval of the precise type of complicity or conspiracy theory involved in this case. Second, Congress carefully considered the "any person" language, and interpreted it in a way that does not involve the government's theory of liability here. The Senate's Committee Report first noted that the "any person" text was effectuated by expanding the FCPA to include conduct by foreign nationals within the United States:

[T]he OECD Convention calls on parties to cover "any person"; the current FCPA covers only issuers with securities registered under the 1934 Securities Exchange Act and "domestic concerns." The Act, therefore, expands the FCPA's coverage to include all foreign persons who commit an act in furtherance of a foreign bribe while in the United States.

1998 Senate Report, at 2-3. Congress also associated the "any person" language with applying criminal, rather than civil, penalties to foreign nationals who violated the statute as employees or agents of issuers or domestic concerns. Id. at 4, 5. In short, Congress focused specifically on the text the government discusses, and employed it in a reasonable way that is not connected to complicity or conspiracy liability for foreign nationals.

The government next notes that the OECD Convention specifically mentions ancillary theories of liability such as conspiracy and complicity:

Each Party shall take any measures necessary to establish that complicity in, including incitement, aiding and abetting, or authorisation of an act of bribery of a foreign public official shall be a criminal offence. Attempt and conspiracy to bribe a foreign public official shall be criminal offences to the same extent as attempt and conspiracy to bribe a public official of that Party.

OECD Convention art. 1.2. The government contends that the text of this provision, requiring that conspiracy to bribe a foreign official "shall be [a] criminal offence[ ] to the same extent as ... conspiracy to bribe a public official of" the United States, demands that a conspiring foreign national operating abroad be covered by the FCPA. The government's argument is that federal bribery statutes would indeed cover situations where overseas defendants conspire to bribe an American official.

The difficulty with the government's position, however, is that this provision covers the content of substantive law-the particular acts prohibited by it-not the law's jurisdictional aspects. A separate part of the Convention addresses jurisdictional questions. See OECD Convention art. 4. Moreover, adopting the government's view that the jurisdictional reach of the FCPA must be coterminous with that of bribery of American officials would transform the FCPA into a law that purports to rule the world. The defendant notes, for example, that bribery statutes *93covering American officials prohibit not only crimes with foreign national conspirators acting overseas, therefore, under the government's theory, these statutes likely cover situations in which the entire offense occurred overseas-that is, where there is no U.S. nexus at all except that the official to be bribed is stateside. The government does not dispute this point. Consequently, if read as the government proposes, the above-quoted provision of the Convention would cover conspiracies to bribe foreign officials consisting entirely of actions taken abroad. That is obviously not consistent with the legislation Congress wrote, and it cannot be what the OECD Convention requires.

The government also points to provisions about the territorial reach of the OECD Convention. In particular, the government emphasizes the following passage:

Each Party shall take such measures as may be necessary to establish its jurisdiction over the bribery of a foreign public official when the offence is committed in whole or in part in its territory.

OECD Convention art. 4.1. The government essentially believes this passage to establish that, where "any part" of the offense occurs within the United States, the country is required to exercise jurisdiction over someone whose conduct is related to the offense, no matter how attenuated the person's connection to the acts taken on American soil.

The government's reading is undercut by the commentaries to the OECD Convention, and by Congress's careful consideration of the provision's meaning. The accompanying commentary to the Convention states, regarding Article 4.1, that "[t]he territorial basis for jurisdiction should be interpreted broadly so that an extensive physical connection to the bribery act is not required." OECD Convention cmt. 4.1. This language suggests that the Convention contemplated jurisdiction over persons with some "physical connection to the bribery act," even if not an "extensive" one, rather than persons with no physical connection to the actions at all. Congress plainly shared this view of the provision. As the Committee Report noted:

The OECD Convention requires each Party to "take such measures as may be necessary to establish its jurisdiction over the bribery of a foreign public official when the offense is committed in whole or in part in its territory." OECD Convention, Art. 4, ¶ 1. The new offense complies with this section by providing for criminal jurisdiction in this country over bribery by foreign nationals of foreign officials when the foreign national takes some act in furtherance of the bribery within the territory of the United States.

1998 Senate Report, at 5. Congress's reading, and the view described in the commentaries both comport with the Convention provision's text. A requirement that a nation "establish its jurisdiction over the bribery of a foreign public official" does not say that it must create jurisdiction over persons in foreign lands with only distant connections to the offense. It is fairly read to mean that a nation that has agreed to the Convention must enact a law covering persons who commit acts within the nation's own borders.

c. The Legislative History's Demonstration of an Affirmative Legislative Policy

The strands of the legislative history demonstrate, in several ways, the affirmative policy described above: a desire to leave foreign nationals outside the FCPA when they do not act as agents, employees, directors, officers, or shareholders of an American issuer or domestic concern, and *94when they operate outside United States territory.

First, it is clear that the FCPA's enumeration of the particular individuals who may be held liable under the Act demonstrated a conscious choice by Congress to avoid creating individual liability through use of the conspiracy and complicity statutes. As discussed above, the statute's initial approach was to place liability for bribery largely upon companies, and then to allow prosecution of individuals for conspiring with companies or aiding and abetting their violations of the law. But the Carter Administration objected to that approach, voicing concerns for due process protections and clarity of rules for foreign persons. The statute was amended; the amended version narrowly tailored the liability for foreign individuals, and did not contemplate a reversal of that narrow tailoring by means of conspiracy and complicity theories. These changes were principally discussed in the Senate. But the House bill, and the final legislation, were structured similarly to the Senate's revised bill. At the same time that the Senate made these changes, the House was revising its own legislation to cut back on liability placed upon foreign agents, again because of specific concerns expressed by executive-branch officials regarding overreach.

The 1998 amendments surely extended the statute's jurisdictional reach. But in doing so, Congress delineated as specifically as possible the persons who would be liable, and under what circumstances liability would lie. None of the changes included liability for the class of individuals involved in this case. And despite the government's urging to the contrary, nothing in the OECD Convention required Congress to create such liability.

Congress also repeatedly emphasized that out-of-reach foreign entities should not create concern because American companies would be liable for violating the Act even if they did so indirectly through such persons. See 1998 Senate Report at 5 ("Although this section imposes liability only on U.S. persons, it is expected that the established principles of liability, including principles of vicarious liability, that apply under the current version of the FCPA shall apply to the liability of U.S. businesses for acts taken on their behalf by their officers, directors, employees, agents or stockholders outside the United States, regardless of the[ir] nationality ...."); 1977 Conference Report at 14 (noting, despite "inherent jurisdictional, enforcement, and diplomatic difficulties raised by the inclusion of foreign subsidiaries," "the conferees intend to make clear that any issuer or domestic concern which engages in bribery of foreign officials indirectly through any other person or entity would itself be liable under the bill").

Finally, limitations on liability for foreign nationals based on conspiracy and complicity theories were sensible given congressional concerns and aspirations in enacting the FCPA. In passing the statute, Congress was largely concerned with ensuring the SEC's ability to supervise and police companies, S. Rep. No. 95-114, at 2 (1977), reprinted in 1977 U.S.C.C.A.N. 4098, 4099, as well as the negative perception that bribery could create for American companies, its effect on the marketplace, and the foreign policy implications of the conduct, see H.R. Rep. No. 95-640, at 4-6 (1977). But Congress also desired that the statute not overreach in its prohibitions against foreign persons. Protection of foreign nationals who may not be learned in American law is consistent with the central motivations for passing the legislation, particularly foreign policy and the public perception of the United States. And the desire to protect such persons is pressing when considering the conspiracy and complicity *95statutes: these provisions are among the broadest and most shapeless of American law, and may ensnare persons with only a tenuous connection to a bribery scheme.

In short, the legislative history of the FCPA further demonstrates Congress's affirmative decision to exclude from liability the class of persons considered in this case and we thus hold that the government may not override that policy using the conspiracy and complicity rules.

D. Presumption Against Extraterritorial Application

Even if we were not persuaded that Congress had demonstrated an affirmative legislative policy in the FCPA to limit criminal liability to the enumerated categories of defendants, we would still rule for Hoskins because the government has not established a " "clearly expressed congressional intent to" allow conspiracy and complicity liability to broaden the extraterritorial reach of the statute. RJR Nabisco , 136 S.Ct. at 2100.

The Supreme Court's recent opinion in RJR Nabisco explained a "two-step framework for analyzing extraterritoriality issues":

At the first step, we ask whether the presumption against extraterritoriality has been rebutted-that is, whether the statute gives a clear, affirmative indication that it applies extraterritorially. ... If the statute is not extraterritorial, then at the second step we determine whether the case involves a domestic application of the statute, and we do this by looking to the statute's "focus." If the conduct relevant to the statute's focus occurred in the United States, then the case involves a permissible domestic application even if other conduct occurred abroad; but if the conduct relevant to the focus occurred in a foreign country, then the case involves an impermissible extraterritorial application regardless of any other conduct that occurred in U.S. territory.

What if we find at step one that a statute clearly does have extraterritorial effect? .... [W]e addressed this issue in Morrison [v. National Australia Bank Ltd., 561 U.S. 247, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010) ] explaining that it was necessary to consider § 10(b)'s "focus" only because we found that the statute does not apply extraterritorially: "If § 10(b) did apply abroad, we would not need to determine which transnational frauds it applied to; it would apply to all of them (barring some other limitation)." The scope of an extraterritorial statute thus turns on the limits Congress has (or has not) imposed on the statute's foreign application, and not on the statute's "focus."

Id. at 2101 (internal citation omitted).

In RJR Nabisco , the Court evaluated the extraterritorial application of the RICO Act. As the Court noted, the RICO Act does not describe distinctive conduct not punished by other laws. Id. at 2096-97. A given violation of the RICO Act is based on a pattern of violations of other criminal statutes-so-called "predicate offense[s]"-named within the RICO Act. Id. When a defendant commits several "predicate offenses" within a given period of time, the defendant may be sued for a separate racketeering offense under RICO.

Applying the test quoted above, the Court determined that the RICO Act "applie[d] to foreign racketeering activity-but only to the extent that the predicates alleged in a particular case themselves apply extraterritorially." Id. at 2102. The Court emphasized that "foreign conduct must violate a predicate statute that manifests *96an unmistakable congressional intent to apply extraterritorially." Id (internal quotation marks omitted). That is because, " 'when a statute provides for some extraterritorial application, the presumption against extraterritoriality operates to limit that provision to its terms.' " Id. (quoting Morrison , 561 U.S. at 265, 130 S.Ct. 2869 ).

Even after determining that certain substantive provisions of the RICO Act applied extraterritorially, the Court ruled that the statute's provision allowing a private right of action-the basis of the legal claims in RJR Nabisco -did not apply extraterritorially. Id. at 2110. The Court's conclusion was based on its reading of the statute, as well as its observation that "providing a private civil remedy for foreign conduct creates a potential for international friction beyond that presented by merely applying U.S. substantive law to that foreign conduct." Id. at 2106.

In brief, the Supreme Court's teachings in RJR Nabisco were that (1) when a statute includes some extraterritorial application, that application is limited by the statute's terms, and that (2) remedial provisions must be analyzed independently to discern whether they permit extraterritorial application.10 These principles, though articulated in the RICO context, are consistent with prior rulings by a number of courts regarding extraterritorial liability based on the conspiracy and complicity statutes. Those statutes, like RICO, do not create new substantive offenses, but merely allow liability for other legal violations. Accordingly, courts have repeatedly ruled that "[g]enerally, the extraterritorial reach of an ancillary offense like aiding and abetting or conspiracy is coterminous with that of the underlying criminal statute." United States v. Ali , 718 F.3d 929, 939 (D.C. Cir. 2013) ; see also United States v. Yakou , 428 F.3d 241, 252 (D.C. Cir. 2005) ("The aiding and abetting statute, however, is not so broad as to expand the extraterritorial reach of the underlying statute."); United States v. Hill , 279 F.3d 731, 739 (9th Cir. 2002) ("[A]iding and abetting, and conspiracy ... have been deemed to confer extraterritorial jurisdiction to the same extent as the offenses that underlie them."); see also United States v. Bowman , 260 U.S. 94, 43 S.Ct. 39, 67 L.Ed. 149 (1922) (considering the extraterritorial application of the substantive offense and of a conspiracy charge without distinction).

These rules demonstrate that the conspiracy and complicity statutes may not be used to bring the charges involved in this appeal. Because some provisions of the FCPA have extraterritorial application, " 'the presumption against extraterritoriality operates to limit th[ose] provision[s] to [their] terms,' " RJR Nabisco , 136 S.Ct. at 2102 (quoting Morrison , 561 U.S. at 265, 130 S.Ct. 2869 ). And, as detailed at length above, the FCPA does not impose liability on a foreign national who is not an agent, employee, officer, director, or shareholder of an American issuer or domestic concern-unless that person commits a crime within the territory of the United States, see 15 U.S.C. § 78dd-3 (providing liability for persons "other than an issuer ... or a domestic concern ... or ... any officer, director, employee, or *97agent of such person or any stockholder thereof" only if the person's conduct is undertaken "while in the territory of the United States"). In other words, the territorial limitations of the FCPA preclude liability for such a person. The government may not expand the extraterritorial reach of the FCPA by recourse to the conspiracy and complicity statutes.

The government cites numerous cases that it believes to stand for the proposition that the conspiracy and complicity statutes can cover extraterritorial conduct even when the underlying statute does not. See, e.g., Ford v. United States , 273 U.S. 593, 47 S.Ct. 531, 71 L.Ed. 793 (1927) ; United States v. Inco Bank & Tr. Corp. , 845 F.2d 919 (11th Cir. 1988) ; United States v. Winter , 509 F.2d 975 (5th Cir. 1975) ; United States v. Lawson , 507 F.2d 433 (7th Cir. 1974) ; Rivard v. United States , 375 F.2d 882 (5th Cir. 1967). But these cases all considered statutes prohibiting illegal importation of various items-statutes that certainly contemplated the punishment of extraterritorial action of precisely the kind that the defendants in the cases were convicted. See Ford , 273 U.S. at 600-01, 47 S.Ct. 531 (conspiracy to import liquor into the United States); Inco Bank , 845 F.2d at 919-20 (conspiracy to defraud the United States by laundering money); Winter , 509 F.2d at 977 (importation of marijuana); Lawson , 507 F.2d at 435 (importation of cocaine); Rivard , 375 F.2d at 887 (importation of heroin). The government cites no case in which a statute drew specific lines as to its extraterritorial application, and those lines were exceeded using the conspiracy or complicity theories. The argument thus poses no difficulty for our understanding of RJR Nabisco and related principles of the extraterritorial application of conspiracy and complicity rules.

Consequently, the presumption against extraterritoriality bars the government from using the conspiracy and complicity statutes to charge Hoskins with any offense that is not punishable under the FCPA itself because of the statute's territorial limitations. That includes both charges that are the subject of this motion-conspiracy to violate Sections 78dd-2 and 78dd-3 of the FCPA, and liability as an accomplice for doing so-because the FCPA clearly dictates that foreign nationals may only violate the statute outside the United States if they are agents, employees, officers, directors, or shareholders of an American issuer or domestic concern. To hold Hoskins liable, the government must demonstrate that he falls within one of those categories or acted illegally on American soil.

III. The Second Object of the Conspiracy

Notwithstanding this Court's conclusion that Hoskins cannot be held liable under the FCPA if he is not in the categories of persons directly covered by the statute, the government argues that it was error for the district court to dismiss the second object of the conspiracy. We agree.

The second object alleges that Hoskins willfully conspired with various co-defendants to, "while in the territory of the United States," commit acts in furtherance of bribing foreign officials in violation of Section 78dd-3. Indictment ¶ 26(b). The district court held that, because "it is undisputed that Mr. Hoskins never entered the territory of the United States and thus could not be prosecuted under this section," Gebardi barred the government from charging Hoskins with the second object of the conspiracy. Hoskins , 123 F.Supp.3d at 327 n.14. This Court agrees that Hoskins cannot be directly liable under Section 78dd-3. However, the government "maintains that it still intends to prove that [Hoskins] acted as an agent of a *98domestic concern liable as a principal for the substantive FCPA counts charged in the indictment" in violation of Section 78dd-2. Id. at 318-19 n.1. Provided that the government makes this showing, there is no affirmative legislative policy to leave his conduct unpunished, nor is there an extraterritorial application of the FCPA. Accordingly, the government should be allowed to argue that, as an agent, Hoskins committed the first object by conspiring with employees and other agents of Alstom U.S. and committed the second object by conspiring with foreign nationals who conducted relevant acts while in the United States.

Accordingly, the district court erred in concluding that Hoskins was incapable of conspiring to violate Section 78dd-3 because he was never in the United States and we reverse this portion of the holding with instructions for the district court to reinstate the second object of the conspiracy.

CONCLUSION

We have considered the government's remaining arguments and find them to be without merit. Accordingly, the district court's orders are AFFIRMED in part and REVERSED in part .

I join in Judge POOLER's thorough opinion for the Court, and write only to state why I regard this as a close and difficult case.

I

The operative indictment in this case charges, among other things, that Lawrence Hoskins, a senior vice president of a foreign corporation based abroad, (1) conspired with others, among them named employees of a Connecticut power company that is a subsidiary of the foreign corporation for which Hoskins worked, to commit offenses against the United States, including to violate the Foreign Corrupt Practices Act ("FCPA"), 15 U.S.C. § 78dd-2, by bribing Indonesian public officials, and (2) committed substantive violations of that statute in that he aided and abetted those American individuals who engaged in the charged bribery.

For purposes of this appeal, we assume that Hoskins was neither an employee nor an agent of a domestic concern.1 He therefore does not fall within the terms of the statute, any more than the get-away driver for a bank robbery team has personally "by force and violence ... take[n] ... from the person or presence of another ... any property ... belonging to ... any bank." 18 U.S.C. § 2113(a). He did not, by his own actions, commit the acts prohibited by the FCPA, nor is he within the class of individuals who could commit the prohibited acts.

The problem for Hoskins, however, as for the get-away driver, is that 18 U.S.C. § 2 punishes "as a principal" anyone who, although he or she does not personally commit the acts constituting the offense, "aids, abets, counsels, commands, induces or procures" the commission of those acts by another; in addition, 18 U.S.C. § 371 punishes anyone who "conspire[s]" with another to commit the offense. The indictment in this case expressly charges that someone (specifically the alleged co-conspirator Pomponi, who was an employee or agent of a domestic concern) did engage in substantive violations of the FCPA, and *99that Hoskins conspired with, and aided and directed, that person in the commission of the offense.

As the opinion for the Court expressly recognizes, were we to rely solely on "the plain language of the general statutes regarding conspiracy and accessorial liability - which nothing in the text of the FCPA purports to override or limit - if Hoskins did what the indictment charges, he would appear to be guilty of conspiracy to violate the FCPA and (as an accomplice) of substantive violations of that statute," Court Op. 19, just as the wheelman for the bank robbery team is guilty of conspiracy and of substantive violations of the bank robbery statute. That is precisely the result that the conspiracy and complicity statutes, and the common-law doctrines that long preceded such statutes and which the statutes codify, are designed to effect.

Moreover, as the Court also recognizes, the fact that the FCPA specifies that only particular classes of people can violate the law by bribing foreign officials does not in itself restrict the reach of conspiratorial or aiding and abetting liability to those same classes of people. Many offenses are defined such that they may be committed only by the actions of particular types of people. But as the Court's opinion ably documents, "the firm baseline rule with respect to both conspiracy and complicity is that where the crime is so defined that only certain categories of persons ... may commit the crime through their own acts, persons not within those categories can be guilty of conspiring to commit the crime or of the substantive crime itself as accomplices." Court Op. 20. That is not only the rule established by federal precedent; as the Court notes, that position is "universally held" in the states and in other Anglo-American jurisdictions. Id . n.4, quoting the American Law Institute, ' ", § 2.06 at 323 (1985).2

That baseline principle, like most principles, admits of exceptions, some of which have longstanding common-law roots. One such exception, as the Court's opinion notes, is exemplified by the Supreme Court's opinion in Gebardi v. United States , 287 U.S. 112, 53 S.Ct. 35, 77 L.Ed. 206 (1932). Sometimes we can infer from the apparent purpose of the statute that the legislature cannot have intended to extend accessorial liability to a class of persons who might better be thought of as victims of the crime (such as a willing underage participant in a sex act defined as rape because of the underage party's incapacity to consent, even where the minor intentionally facilitates the act and is old enough to have the capacity to commit a crime), or where a legislative sentencing scheme distinguishes levels of culpability among various participants, and treating the less culpable party as an accomplice of the more culpable one would undermine that scheme (as in the case of narcotics transactions, where possessors of illegal drugs for their own use are punished less severely than distributors; the purchaser is not treated as the accomplice of the seller *100even though he or she intentionally facilitates the sale).3

This exception, however, must be construed narrowly. Discerning when the legislature "must have" intended to exempt a particular class of persons from the plain text of its statutes is a tricky business. What, after all, in the language or structure of the statute distinguishes one statute that limits the category of principal offenders from another, such that some few should be singled out as clearly intending to preclude some persons outside that category from liability, and distinguished from the general run of statutes where no such intention can be discerned? Nothing, or at least not much, in the statutes at issue tells us to exclude some or all persons not within the designated category from accomplice liability.

In my view, it is helpful in most cases to look to the traditional principles derived from the common law, and embodied in the legislation and judicial decisions of the fifty states, which have the primary responsibility for enforcing criminal law in this country. That is not an idiosyncratic position of my own; it was the view expressed by Justice Jackson, writing for a unanimous Supreme Court in Morissette v. United States , 342 U.S. 246, 72 S.Ct. 240, 96 L.Ed. 288 (1952). The Morissette Court looked to the common law and the rulings of "[s]tate courts of last resort, on whom fall the heaviest burden of interpreting criminal law in this country," to interpret a federal statute (the prohibition on theft of federal property, now codified at 18 U.S.C. § 641 ) that lacked "any express prescription of criminal intent." Id . at 260-61, 72 S.Ct. 240. Justice Jackson concluded that, since Congress acted against the backdrop of "an unbroken course of judicial decision in all constituent states of the Union," its silence about mens rea reflected the adoption of common-law principles, rather than their rejection. Id . at 261-62, 72 S.Ct. 240.

As our principal opinion today correctly points out, the Supreme Court in Gebardi seems to have considered its ruling, rejecting conspiratorial liability under the Mann Act for women who agreed to be transported across state lines, as a slight extension of the traditional common-law rules. Court Op. 25-26. But this fact alone would not persuade me that Gebardi opens a broad door to finding "legislative policy" exceptions to the general principle that persons outside defined legislative categories of principal liability may still be guilty of conspiracy and complicity. In codifying the general consensus of common-law complicity principles, the Model Penal Code confined the exceptions to two closely related situations, proposing to exclude from accomplice liability only "victim[s] of [the] offense," MPC § 2.06(6)(a), and those whose "conduct is inevitably incident to its commission" in light of the definition of the offense, id . § 2.06(6)(b). The Commentary to these proposals, which extensively discusses the many decisions classifying persons as accomplices or not across a variety of crimes, treats Gebardi as an example of the latter exception. See American Law Institute, Model Penal Code and Commentaries, *101§ 2.06 at 323-25 & nn.74, 82.4

The Fifth Circuit's decision in United States v. Castle , 925 F.2d 831 (5th Cir. 1991), illustrates a classic application of the Gebardi principle to the FCPA. There, the government attempted to prosecute the foreign official who received a bribe from representatives of a domestic concern for conspiracy to violate the FCPA. Such a prosecution runs directly in the face of Gebardi and its common-law predecessors. As the Fifth Circuit ruled, "Congress intended in both the FCPA and the Mann Act to deter and punish certain activities which necessarily involved the agreement of at least two people, but Congress chose in both statutes to punish only one party to the agreement." Id . at 833. Thus, "the very individuals whose participation was required in every case - the foreign officials accepting the bribe - were excluded from prosecution for the substantive offense." Id . at 835. In such a case, it makes sense to conclude that Congress must have intended to impose liability only on the American bribe giver, and not on the foreign official who receives the bribe, even though the latter plainly facilitates the criminal conduct of the bribe giver. The legislative history cited in the Court's opinion corroborates that intuition. If anything is clear from that history, it is that Congress was concerned about intruding into foreign sovereignty by attempting to punish under American law foreign officials taking bribes from Americans on their own soil.

It is not at all clear to me, however, that Hoskins benefits from the Gebardi principle. Although every bribe given by an American company to a foreign government official in return for favorable official treatment inherently involves such a foreign official (the foreign official's receipt of the bribe is an "inseparable incident," in Justice Stone's phrase, of the American bribe-giver's violation of the FCPA), not every such bribe involves the direction of the American company's action, or the provision of expert advice on how to execute the scheme, by an executive of a foreign parent of the American company. Thus, while Congress could not help but be aware that every bribe given abroad by an affiliate of an American entity involved by definition a foreign official who received the bribe, there is no particular reason to think that the conceivable (but somewhat arcane) case of a foreign parent company's executives who directed, supervised, or assisted an American company to pay a bribe was necessarily present to the minds of the members of Congress who voted to adopt the FCPA.

II

If this case involved an ordinary criminal statute with purely domestic applications, then, I would likely reach a different conclusion here. But as Justice Jackson also explained in Morissette , while in many cases Congress can best be understood to have created federal criminal law against the backdrop of traditional common-law principles *102of criminal liability, in some instances Congress faces novel situations not anticipated by the common law of crimes, and legislates "to call into existence new duties and crimes." 342 U.S. at 253, 72 S.Ct. 240. In doing so, Congress may have to deal with issues that are unique to federal law.

The FCPA, for example, is not an ordinary domestic criminal law, but a novel expansion of criminal liability to impose duties on American businesses to conform to domestic ethical standards even when they operate beyond our borders, in lands with different cultures, laws, and traditions. I agree with my colleagues that the extraterritorial effects of the FCPA require us to exercise particular caution before extending its reach even farther than that expressly declared by the statutory text. Although the FCPA explicitly and by design applies extraterritorially, the same concerns that generate a presumption against implying extraterritorial application of United States law, see Morrison v. National Australia Bank, Ltd. , 561 U.S. 247, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010) warrant special caution in applying normal principles of accessorial liability when Congress has delineated the particular circumstances in which the statute applies abroad.

In adopting the FCPA, Congress sought to criminalize wrongful conduct by Americans and those who in various ways work with Americans, while avoiding unnecessary imposition on the sovereignty of other countries whose traditions and laws may differ from our own. The legislative history described in the Court's opinion demonstrates that, in confronting the delicate line-drawing exercises involved in balancing these concerns, Congress intended to limit the overseas applications of the statute to those that it explicitly defined. The particular situation of someone like Hoskins, who is alleged to have participated in directing or assisting Americans to violate the FCPA, was not explicitly discussed by Congress, and such a case might well never have occurred to those drafting the law. The extraterritorial application that primarily concerned Congress was the potential intrusion into the sovereignty of the nations whose officials were bribed. But we do not sit to decide how Congress might have written the law if it had specifically considered this case. We can only apply the law that Congress did write, which limits the extraterritorial application of the FCPA to specific cases that do not include Hoskins's situation.

I therefore think that a combination of the presumption against extraterritorial application of United States law generally discussed in Part II D of the majority opinion, and the legislative history, discussed in Part II C 3 demonstrating that Congress drew lines in the FCPA out of specific concern about the scope of extraterritorial application of the statute, warrant affirmance of the district court's partial dismissal of the indictment in this case.

III

I would be remiss, finally, not to note that Congress might want to revisit the statute with this case in mind, as the result we reach today seems to me questionable as a matter of policy. The FCPA represents an effort by the United States to keep its own nationals free of corruption when dealing in foreign countries where corruption is endemic. Such corruption undermines the ethical foundations of American businesses, and risks accustoming American businesspeople and corporations to corrupt practices that they encounter abroad, with the attendant possibility of importing back to the United States practices they become familiar with in countries with less developed principles of the *103rule of law and the transparency and impartiality of government regulation. Moreover, by embroiling American companies in the corrupt activities of foreign officials, such bribery tends to perpetuate the corruption of developing nations, to the long-run disadvantage of the United States both in foreign policy (by associating the United States and its citizens and businesses with unpopular corrupt regimes) and in commerce (by perpetuating the corruption "tax" levied on all those who do business with such regimes). See Court Op. 48-50 & n.7 (discussing purposes of the FCPA).

As noted above, these important purposes must be balanced against a concern about intruding into foreign sovereignty. It is thus not surprising that Congress chose to stop American businesses from engaging in the corrupt cultures of countries where they may do business, but did not attempt to reform those countries themselves by punishing their public officers.

If the charges in the indictment are proved true, however, the prosecution of Hoskins does not implicate that concern. Hoskins was not an official of a corrupt foreign government, operating in a legal and business culture distinct from that of the United States and other Western democracies. He was, rather, a citizen of the United Kingdom, employed by a British subsidiary of the French parent company of the American entity that allegedly paid bribes to Indonesian legislators to secure business for the American company, working in France from the offices of a French subsidiary of the same French parent. Both his country of citizenship (the United Kingdom) and the country where he worked and where the company whose interests he was ultimately advancing was incorporated (France) are signatories of the Organisation for Economic Co-operation and Development ("OECD") Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and are thus committed, as is the United States, to enacting legislation along the lines of the FCPA.5 Although any prosecution of a foreign national for actions taken on foreign soil raises some concern about possible friction with other countries, the prosecution of someone in Hoskins's position does not threaten a foreign country's sovereign power to select, retain, and police the officials of its own government, nor does it conflict with the policies of the countries involved.

Nor were the effects of Hoskins's alleged actions felt only in his own countries of citizenship and employment. Hoskins is alleged to have been part of the team that reached into the United States to counsel and procure the commission of an American crime by an American company, and to assist that company in executing bribes in violation of American law. A prosecution on these facts does not evince an effort by the United States to "rule the world," RJR Nabisco, Inc. v. European Cmty. , --- U.S. ----, 136 S.Ct. 2090, 2100, 195 L.Ed.2d 476 (2016), but rather an effort to enforce American law against those who deliberately seek to undermine it.

Moreover, the FCPA explicitly contemplates the prosecution of at least some foreign nationals who operate entirely abroad, in that it penalizes foreign nationals who act as the agents of American companies in paying bribes abroad. Thus, for example, if Alstom U.S. had channeled *104its bribes to Indonesian officials through Indonesian citizens who were low-level Alstom employees in Indonesia, the FCPA would appear to penalize those employees. Indeed, our decision today leaves intact the possibility that Hoskins himself may be convicted under this indictment for violating the FCPA, if the government establishes that he functioned as the agent of the American company, rather than as one who directed the actions of the American company in the interests of its French parent company. That seems to me a perverse result, and one that is unlikely to have been specifically anticipated or intended by Congress. It makes little sense to permit the prosecution of foreign affiliates of United States entities who are minor cogs in the crime, while immunizing foreign affiliates who control or induce such violations from a high perch in a foreign parent company. That is the equivalent of punishing the get-away driver who is paid a small sum to facilitate the bank robber's escape, but exempting the mastermind who plans the heist.

It is for Congress to decide whether there are sound policy reasons for limiting the punishment of foreign nationals abroad to those who are agents of American companies, rather than to those who make American companies their agents. Our only task is to enforce the laws as Congress has written them. While I see no reason to believe that Congress specifically contemplated a case quite like this one, I agree that the lines drawn in the FCPA, which were crafted specifically to define when extraterritorial prosecutions would be permitted, do not encompass the present case. I therefore concur in the opinion and judgment of the Court.

SACK, Circuit Judge.

The plaintiff, Stiehting ter behartiging van de belangen van oudaandeelhouders in het kapitaal van Saybolt International B.V. (Foundation of the Shareholders’ Committee Representing the Former Shareholders of Saybolt International B.V.), appeals from a decision of the United States District Court for the Southern District of New York (Jed S. Rakoff, Judge) granting the defendants’ motion for summary judgment. See Stichting Ter behartiging Van de Belangen Van Oudaandeelhouders in Het Kapitaal Van Saybolt International B.V. v. Schreiber, 145 F.Supp.2d 356 (S.D.N.Y.2001) (“Stiehting”). The plaintiff claims that the erroneous legal advice given by defendant Philippe E. Schreiber caused a United States-based corporation that was a subsidiary of a Dutch company to violate the Foreign Corrupt Practices *176Act, 15 U.S.C. §§ 78dd-l, et seq. (“FCPA”). The corporation pleaded guilty in a Massachusetts federal district court to violating the FCPA, and- its former chief executive officer (“CEO”) was convicted of violating the FCPA by a New Jersey federal district court jury.

In the case at bar, the district court concluded that the guilty plea and the conviction collaterally estop the plaintiff, as the corporation’s assignee, from claiming that Schreiber caused the corporation to think that its acts would not violate the FCPA. We disagree with the district court’s conclusion that the corporation’s guilty plea is inconsistent with the plaintiffs theory of how Schreiber misled the corporation. We also disagree with the district court’s conclusion that the corporation was in privity with its former CEO at the time of his trial and therefore is bound by the trial’s outcome. We vacate the judgment and remand for further proceedings consistent with this opinion. In so doing, we do not question the validity of either the plea or the conviction.

BACKGROUND

This appeal is from the district court’s grant of the defendants’ motion for summary judgment. The facts we adduce here are undisputed except as otherwise noted.

The Bribe

In 1995, Saybolt International was a private Dutch limited-liability company whose various worldwide subsidiaries were engaged in “the business of performing quantitative and qualitative testing of bulk commodities such as oil, gasoline, and other petrochemicals, as well as grains [and] vegetable oils.” Am. Compl. ¶ 20. Say-bolt International owned Saybolt North America, Inc., a Delaware corporation with principal offices in Parsippany, New Jersey.1 All directors and officers of Saybolt North America were also directors or officers of Saybolt International. One such person was David H. Mead, who served as chief executive officer of Saybolt North America and as, an officer and director of Saybolt International. Mead also served as the defacto head of all operations under the control of Saybolt International in the Western Hemisphere.

Beginning in late 1994 or early 1995, Saybolt de Panama S.A. (“Saybolt de Panama”), a subsidiary of Saybolt International under Mead’s supervision, sought to acquire property in Panama for the construction of a laboratory and office complex. Sometime in 1995, Mead was told that Saybolt de Panama had identified suitable property in the Panama Canal Zone but that the lease could be acquired only if the company would first pay a $50,000 bribe to a Panamanian government official.

Mead raised the issue of the bribe in a Saybolt North America board meeting held in New Jersey on November 9, 1995. Schreiber, a lawyer admitted to practice in New York State, was present at the meeting. In addition to serving as a director of Saybolt North America, Schreiber occasionally provided legal services to the corporation. At the meeting, Schreiber advised those present that Saybolt North America could not pay the proposed bribe to the Panamanian official without subjecting the corporation and its officers and directors to potential liability. Then and in the weeks that followed, however, *177Schreiber allegedly led Mead and others to believe that “the bribe payment could legally be made under U.S. law by [their] Dutch affiliate,” Saybolt International. Am. Compl. ¶ 13. Allegedly on this basis, on December 17, 1995, an employee of Saybolt North America traveled by commercial airline from New Jersey to Panama for purposes of arranging the bribe. On December 21, 1995, Saybolt International wired $50,000 from the Netherlands to a bank account controlled by Saybolt de Panama. The Saybolt North America employee then directed an employee of Say-bolt de Panama to deliver the $50,000 to an individual acting as an intermediary for the Panamanian official.

The Criminal Proceedings

On November 20, 1996, United States officials investigating possible environmental crimes by Saybolt North America executed a search warrant at its offices in New Jersey. The search uncovered evidence of the Panama bribe.

Shortly thereafter, on May 12, 1997, Core Laboratories, N.V. (“Core”) purchased Saybolt International and its controlling interest in Saybolt North America. Pursuant to the purchase agreement, Say-bolt International’s former shareholders placed $6 million in escrow to cover any criminal liability that might arise from the company’s activities in Panama. In exchange, Core assigned the former shareholders all causes of action for any legal malpractice related to the Panama incident.

United States prosecutors decided to bring separate criminal proceedings against Saybolt North America and its officers. Mead was arrested in January 1998, at which point he stopped actively working for the various Saybolt entities, which were by then part of Core. On April 20, 1998, a federal grand jury in the District of New Jersey returned an indictment charging Mead with, inter alia, violating the FCPA, 15 U.S.C. § 78dd-2(a)(3), and conspiring to violate the FCPA, 18 U.S.C. § 371.

At about that time, the United States Attorney for the District of Massachusetts and the United States Attorney for the District of New Jersey jointly issued an information charging Saybolt North America with substantially the same offenses charged in Mead’s indictment: violating, and conspiring to violate, the FCPA. On August 18, 1998, officers of Core caused Saybolt North America to enter into a plea agreement in which Saybolt North America promised to “cooperate truthfully and completely with the United States ... in any trial or other proceedings arising out of this investigation of [Saybolt North America] and any of [its] present and former officers and employees.” On December 3, 1998, Saybolt North America pleaded guilty to the charges in the information before the United States District Court for the District of Massachusetts (William G. Young, Judge). In the plea colloquy, the court instructed John D. Denson, the Core officer representing Saybolt North America, as follows:

You understand that before the corporation or corporations can be found guilty of [violating the FCPA], the government would have to prove beyond a reasonable doubt that an agent of the corporation, acting for the corporation and so situated with respect to the management of the corporation[ ] that the act or acts can properly be considered the acts of the corporation itself, has to have entered into a corrupt, that is, a bribe-like transaction in the international commerce of the United States. It has to be not just that there was a mistake, that this agent or agents of the corporations knew what they were doing.

Do you understand that?

*178Denson answered “Yes, sir.” The court then entered judgment against the corporation.

Unlike his former employer, Mead decided to fight the charges against him. His case went to trial before the United States District Court for the District of New Jersey (Anne E. Thompson, Judge) in early October 1998. At trial, Mead presented evidence that, Mead contended, suggested that Schreiber led Mead to believe that “the bribe payment could legally be made,” Am. Compl. ¶ 13, if the bribe of the Panamanian official were paid by a non-United States entity. The court instructed the jury that “[i]f the evidence shows you that the defendant actually believed that the transaction was legal, he cannot be convicted.” Mead Trial Tr. at 6.131. The jury convicted Mead on both charges, and the district court sentenced him to four months’ imprisonment and a $20,000 fine.

The Malpractice Suit

Saybolt International’s former shareholders assigned their legal malpractice causes of action to the plaintiff, which brought this diversity action in the United States District Court for the Southern District of New York on November 18, 1999. In its amended complaint, the plaintiff alleged that Schreiber, and through him Walter, Conston, Alexander & Green, P.C., defendant-third-party-plaintiff, a law firm with which Schreiber was affiliated, committed legal malpractice by failing to advise Saybolt North America that “the bribe payment as proposed to be paid by a Dutch company to Panamanian officials would violate the FCPA.” Am. Compl. f 110. Without Schreiber’s malpractice, the amended complaint alleged, “the bribe payment would not have been made, even at the cost of the entire Panama deal.” Am. Compl. ¶ 111. The plaintiff further alleged that by committing such malpractice, Schreiber also breached his lawyer’s fiduciary duty to Saybolt North America and breached his contract to provide competent professional services. Finally, the plaintiff alleged that Schreiber’s malpractice cost the former Saybolt International shareholders $4.2 million, mostly in criminal fines.

In a June 12, 2001, Memorandum Order, the district court granted the defendants’ motion for summary judgment on all claims. Stichting, 145 F.Supp.2d at 359. The court noted that the plaintiff alleged that Schreiber’s erroneous advice led Say-bolt North America to act without the knowledge that its conduct violated United States law. Id. at 357. The court then held that this allegation necessarily contradicts Saybolt North America’s guilty plea to the charges that it violated the FCPA:

To enter such a plea Saybolt [North America] had to affirm, as it did, that it undertook the misconduct in question with knowledge of the corruptness of its acts. Since, if it had in fact relied on Schreiber’s allegedly erroneous and misleading advice, Saybolt [North America] would not have believed at the time that its misconduct was unlawful or corrupt, it could never have made this admission at its allocution or, indeed, entered its guilty plea at all.

Id. (citations to the record omitted). On this basis, the district court concluded that under the doctrine of collateral estoppel, Saybolt North America’s guilty plea forecloses the plaintiffs theory of causation. “[S]ince Saybolt did ... plead guilty and admit its criminal intent, it is bound by those admissions, and therefore cannot now contend either that it relied on Schreiber’s alleged advice or that that advice, even if erroneous, ... proximately caused whatever damages ... were incurred by Saybolt.” Id. at 357-58.

*179The district court also held that Mead’s criminal convictions are an independent basis for entering judgment against the plaintiff. Id. at 358. The court observed that the plaintiffs theory of how Schreiber misled Saybolt North America had been “squarely put before, and rejected by, the jury that convicted Mead.” Id. The court then held that “Mead was indicted and convicted for criminal activity he undertook for [the corporation’s] benefit in his capacity as chief executive officer ..., and his intent is therefore directly imputable” to the corporation. Id. at 358-59. On this basis, the district court concluded that the plaintiff is collaterally estopped from re-litigating the issue of Saybolt North America’s reliance on Schreiber’s legal advice. Id.

The plaintiff appealed.

DISCUSSION

I. Standard of Review

We review a district court’s grant of summary judgment de novo, construing the evidence in the light most favorable to the non-moving party. Tenenbaum v. Williams, 193 F.3d 581, 593 (2d Cir.1999), cert. denied, 529 U.S. 1098, 120 S.Ct. 1832, 146 L.Ed.2d 776 (2000). A district court must grant a motion for summary judgment if “there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law,” Fed.R.Civ.P. 56(c), i.e., “[w]here the record taken as a whole could not lead a rational trier of fact to find for the non-moving party,” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). A fact is “material” for these purposes if it “might affect the outcome of the suit under the governing law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). An issue of fact is “genuine” if “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id.

II. The Guilty Plea

As indicated, the district court held that Saybolt North America’s guilty plea constituted an admission that the corporation acted with knowledge that its conduct was “unlawful or corrupt.” Stichting, 145 F.Supp.2d at 357. For this reason, the district court concluded that the plaintiff is collaterally estopped from arguing that Schreiber led Saybolt North America to believe that its acts would not violate the FCPA. The plaintiff challenges this conclusion on appeal. We agree with the plaintiff.

A. The Elements of the Crime

The FCPA provides in relevant part:

It shall be unlawful for any domestic concern ..., or for any officer, director, employee, or agent of such domestic concern ..., to make use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, [or] promise to pay ... anything of value to—

(3) any person, while knowing that all or a portion of such money ... will be offered, given, or promised, directly or indirectly, to any foreign official ... for purposes of—

(A)(i) influencing any act or decision of such foreign official ... in his ... official capacity ....

15 U.S.C. § 78dd-2(a). Thus, in order to obtain a conviction under this portion of the statute, the government must prove beyond a reasonable doubt that the defendant is

1. a domestic concern

*1802. that made use of a means or instrumentality of interstate commerce

3. corruptly

4. in furtherance of an offer or payment of anything of value to any person

5. while knowing that the money would be offered or given directly or indirectly to any foreign official

6. for purposes of influencing any act or decision of such foreign official in his official capacity.

Those are the six elements of the crime for purposes of determining to what Saybolt North America admitted when it pleaded guilty of violating the FCPA.

We agree with the district court’s premise that Saybolt North America’s guilty plea was properly entered and constituted an admission to each of the elements of the crime. McCarthy v. United States, 394 U.S. 459, 466, 89 S.Ct. 1166, 22 L.Ed.2d 418 (1969) (“[A] guilty plea is an admission of all the elements of a formal criminal charge.”). We also agree that this guilty plea would collaterally estop Saybolt North America from proceeding with a malpractice claim requiring it to prove a fact that is contrary to any one of the elements of the crime to which it pleaded guilty. See United States v. Podell, 572 F.2d 31, 35 (2d Cir.1978) (“[A] criminal conviction, whether by jury verdict or guilty plea, constitutes estoppel ... in a subsequent civil proceeding as to those matters determined by the judgment in the criminal case.”).2 The question, then, is whether there is a contradiction between the criminal convictions of Say-bolt North America and the civil suit the plaintiff seeks to prosecute. We think not.

As the district court described it, the plaintiffs claim in its civil suit is that its lawyer, Schreiber, “advised Saybolt [North America] that a bribe payment by a foreign affiliate might be legal but also failed to advise Saybolt [North America] that any involvement by Saybolt [North America] or its officers in arranging the affiliate’s payment could result in criminal liability.” Stichting, 145 F.Supp.2d at 357. “[I]f Saybolt [North America] had in good faith relied on Schreiber’s advice, Saybolt [North America] would have believed that its arranging the bribe through a foreign affiliate was permissible.” Id.

By pleading guilty, Saybolt North America admitted the six elements of the FCPA crime: that (1) it was a domestic concern, (2) that it made use of a means or instrumentality of interstate commerce, (3) corruptly, (4) in furtherance of an offer or payment of something of value to a person, (5) while knowing that the money would be offered or given directly or indirectly to a foreign official, (6) for purposes of influencing an act or decision of that foreign official in his official capacity. But by pleading guilty, Saybolt North America did not admit that at the time of the criminal act it knew that the act of arranging, rather than paying, such a bribe was crimi*181nal. Knowledge by a defendant that it is violating the FCPA — that it is committing all the elements of an FCPA violation — is not itself an element of the FCPA crime. Federal statutes in which the defendant’s knowledge that he or she is violating the statute is an element of the violation are rare;3 the FCPA is plainly not such a statute. Saybolt North America did not, therefore, by pleading guilty, preclude an assertion in a subsequent civil action — the case at bar — that it did not know it was violating the FCPA at the time of the violation.

The plaintiff is thus not collaterally es-topped by Saybolt North America’s criminal plea from arguing in this civil suit that, even though Saybolt North America admittedly did commit a violation of the FCPA, it did not know that it was committing a violation of the FCPA at the time; that it did not know it was committing such a violation because Schreiber negligently told it that it was not committing a violation by causing a foreign entity to pay the bribe; and that it suffered damages as a result of the negligent advice.

We therefore conclude that the case should be remanded to the district court to permit the plaintiff to attempt to establish what the district court identified as its claim: that the defendant advised Saybolt North America that a bribe payment by a foreign affiliate might be legal, but failed to advise Saybolt North America that any involvement by Saybolt North America or its officers in arranging the affiliate’s payment could result in criminal liability, i.e., as stated in the Complaint, that “Schreiber erroneously advised [Saybolt North America] that the bribe payment could legally be made under U.S. law by a Dutch affiliate,” Am. Compl. ¶ 13; .and that, as stated by the district court, Saybolt North America “in good faith relied on Schreiber’s advice” that “arranging the bribe through a foreign affiliate was permissible,” Sticht-ing, 145 F.Supp.2d at 357.

B. The “Corruptly” Element

To be sure, by pleading guilty, Saybolt North America admitted that it acted “corruptly” — the element of the crime that we numbered “3” in the discussion above — in its actions related to the Panamanian bribe. The defendants see in this admission a collateral bar to the plaintiffs assertion that Saybolt North America did not know that it was violating the FCPA at the relevant time and, indeed, was misled into believing that it was acting legally. The district court apparently agreed. See Stichting, 145 F.Supp.2d at 357.4 We do not. We conclude that an admission that an act was done “corruptly” in this context is not equivalent to an admission that the person committing it knew that it violated the particular law at the time the act was performed.

It is difficult to determine the meaning of the word “corruptly” simply by reading it in context. We therefore look outside the text of the statute to determine its intended meaning. See In re Venture Mortgage Fund, L.P., 282 F.3d 185, 188 *182(2d Cir.2002) (“Legislative history and other tools of interpretation may be relied upon only if the terms of the statute are ambiguous.” (citation and internal quotation marks omitted)).

The Senate Report for the FCPA explains the statute’s use of the term “corruptly” as follows:

The word “corruptly” is used [in the FCPA] in order to make clear that the offer, payment, promise, or gift, must be intended to induce the recipient to misuse his official position in order to wrongfully direct business to the payor or his client, or to obtain preferential legislation or a favorable regulation. The word “corruptly” connotes an evil motive or purpose, an intent to wrongfully influence the recipient.

S.Rep. No. 95-114, at 10 (1977), reprinted in 1977 U.S.C.C.A.N. 4098, 4108. The 1977 House Report uses a similar description, adding that the word “corruptly” in the FCPA is intended to have the same meaning as in 18 U.S.C. § 201,5 the federal statute criminalizing the bribing of a federal official. See H.R.Rep. No. 95-640, at 7-8 (1977).

The Senate’s explanation of the term “corruptly” tracks closely our interpretation of that term in 18 U.S.C. § 201(b). We have repeatedly held in that context that “a fundamental component of a ‘corrupt’ act is a breach of some official duty owed to the government or the public at large.” United States v. Rooney, 37 F.3d 847, 852 (2d Cir.1994); accord United States v. Zacher, 586 F.2d 912, 915 (2d Cir.1978) (“The common thread that runs through common law and statutory formulations of the crime of bribery is the element of corruption, breach of trust, or violation of duty.”). We have also, in the context of the federal statute criminalizing the bribing of agents of financial institutions,6 approved jury instructions providing that a person acts “corruptly” if he or she acts with a “bad purpose.” United States v. McElroy, 910 F.2d 1016, 1026 (2d Cir.1990). Our case law defining the term “corruptly” in federal bribery statutes thus parallels the Senate Report’s explanation of the term as denoting an evil motive or purpose and an intent to induce an official to misuse his position.

We also note that the text of 18 U.S.C. § 201(b) is highly similar to that part of the FCPA that follows the term “corruptly.” 7 The similarity further suggests that Congress intended to incorporate within the FCPA the elements of the crime of bribery, which we have described broadly as “in essence ... an attempt to influence another to disregard his duty while continuing to appear devoted to it or to repay *183trust with disloyalty.” United States ex rel. Sollazzo v. Esperdy, 285 F.2d-341, 342 (2d Cir.), cert. denied, 366 U.S. 905, 81 S.Ct. 1049, 6 L.Ed.2d 204 (1961); see also United States v. Jacobs, 431 F.2d 754, 759 (2d Cir.1970) (“The evil sought to be prevented by the deterrent effect of 18 U.S.C. § 201(b) is the aftermath suffered by the public when an official is corrupted and thereby perfidiously fails to perform his public service and duty.”), cert. denied, 402 U.S. 950, 91 S.Ct. 1613, 29 L.Ed.2d 120 (1971).

We thus conclude that the word “corruptly” in the FCPA signifies, in addition to the element of “general intent” present in most criminal statutes,8 a bad or wrongful purpose and an intent to influence a foreign official to misuse his official position. But there is nothing in that word or any thing else in the FCPA that indicates that the government must establish that the defendant in fact knew that his or her conduct violated the FCPA to be guilty of such a violation.9

Finally in this connection, we note that had Saybolt North America gone to trial, it would have been allowed to present evidence that it relied on Schreiber’s advice that the benefit sought from the Panamanian official would not require the official to misuse his position or breach his duties — i.e., that it did not act corruptly— precisely because “corruptly” is an element of the offense. Saybolt North America also would have been allowed a jury instruction on this allegation. See United States v. Carr, 740 F.2d 339, 346 n. 11 (5th Cir.1984) (“[Rjeliance on advice of counsel ... is the basis for a jury instruction on whether or not- the defendant possessed the requisite specific intent.”), cert. denied, 471 U.S. 1004, 105 S.Ct. 1865, 85 L.Ed.2d 159 (1985). By pleading guilty, Saybolt North America effectively admitted that it could not factually support such a theory of reliance.

But Saybolt North America would not properly have been entitled to a jury instruction on an allegation that Schreiber led it to believe that its acts did not violate the FCPA. A defense of reliance on advice of counsel is available only to the extent that it might show that a defendant lacked the requisite specific intent, id., and specific intent to violate the FCPA is not an element of an FCPA violation. Thus, Say-bolt North America’s guilty plea does not constitute an admission that it could not factually support the theory of reliance on counsel that is the basis of the plaintiffs malpractice action.

C. Conclusion

We conclude that the question whether Saybolt North America acted with knowl*184edge that its conduct violated the FCPA was not answered by its guilty plea, and thus that the plea does not collaterally estop the plaintiff from litigating the issue in its claim against Schreiber and the law firm with which he was affiliated. See N.L.R.B. v. Thalbo Corp., 171 F.3d 102, 109 (2d Cir.1999) (collateral estoppel applies only to issues “actually decided” in the previous proceeding).10

III. The Conviction of Mead

The district court, as we have noted, also held that Mead’s conviction under the FCPA precludes the plaintiff from pursuing its malpractice claim against Schreiber. The district court observed that Mead asserted an advice-of-counsel defense at trial, and that the trial co.urt instructed the jury to convict Mead- only if it found that Mead did not believe that the transactions were legal. The court then concluded that because the jury convicted Mead, the plaintiff is precluded from arguing that Schreiber led Saybolt North America to act with the belief that its conduct did not violate the FCPA. 145 F.Supp.2d at 358.

Collateral estoppel applies only against a party to a previous adjudication and that party’s “privies.” Thalbo, 171 F.3d at 109. The plaintiff was not a party to Mead’s prosecution, and neither was Saybolt North America.11 Thus, the district court’s application of collateral estop-pel is correct only if Saybolt North America was in privity with Mead at the relevant time, i.e., during Mead’s trial. The plaintiff’s primary argument challenging the district court’s application of collateral estoppel based on the Mead conviction is that Saybolt North America was not in privity with Mead at the relevant time.12 For the reasons stated below, we agree with the plaintiff.

A. The Collateral Estoppel Doctrine of Privity

The doctrines of collateral estoppel in general, and of privity in particular, are shaped by fundamental notions of due process. See Expert Elec., Inc. v. Levine, 554 F.2d 1227, 1233 (2d Cir.) (“The threshold requirement of identity of parties, qualified by the doctrine of privity, finds its roots in the ancient notion, now supplemented by the due process clause, that a person cannot be bound by a judgment without notice of a claim and an opportunity to be heard.”), cert. denied, 434 U.S. 903, 98 S.Ct. 300, 54 L.Ed.2d 190 (1977). Because of these due process concerns, we have generally held that a determination in a prior judicial proceeding collaterally estops *185a claim by a nonparty only if that nonparty was represented by a party to the prior proceeding, or exercised some degree of actual control over the presentation on behalf of a party to that proceeding. Id.

We recognize privity based on representation only if the interests of the person alleged to be in privity were “represented [in the prior proceeding] by another vested with the authority of representation.” Monahan v. New York City Dep’t of Corrections, 214 F.3d 275, 285 (2d Cir.) (quoting Alpert’s Newspaper Delivery, Inc. v. The New York Times Co., 876 F.2d 266, 270 (2d Cir.1989)), cert. denied, 531 U.S. 1035, 121 S.Ct. 623, 148 L.Ed.2d 533 (2000); see also Amalgamated Sugar Co. v. NL Indus., Inc., 825 F.2d 634, 640 (2d Cir.) (“[0]ne whose interests were adequately represented by another vested with the authority of representation is bound by the judgment.”) (quoting Expert Elec., 554 F.2d at 1233 (internal quotation marks omitted)), cert. denied, 434 U.S. 903, 98 S.Ct. 300, 54 L.Ed.2d 190 (1987). We have thus found privity where a party to a previous suit was, at the time of the litigation, acting as either a fiduciary or organizational agent of the person against whom preclusion is asserted. See, e.g., Monahan, 214 F.3d at 285-86 (holding that union members are bound by a judgment in a previous action brought by the union president in his capacity as president); United States v. Int’l Bhd. of Teamsters, 931 F.2d 177, 185-86 (2d Cir.1991) (holding that union subordinate entities are bound by the terms of a consent decree entered by the union); United States v. Int’l Bhd. of Teamsters, 905 F.2d 610, 621 (2d Cir.1990) (holding that a union official is bound by the terms of a consent decree entered by the union); Amalgamated Sugar, 825 F.2d at 640 (holding that a shareholder suit regarding a corporate matter is precluded by judgment entered against a corporation in an action managed by its board of directors); Expert Elec., 554 F.2d at 1234 (holding that contractors are estopped from re-litigating issues decided in a proceeding against their agent, a professional association created to represent contractors in labor negotiations); see also Sea-Land Servs., Inc. v. Gaudet, 414 U.S. 573, 592-93, 94 S.Ct. 806, 39 L.Ed.2d 9 (1974) (noting that a decedent’s dependents can be precluded from re-litigating issues decided in a prior suit brought by the decedent during his lifetime).

In those cases where we have applied the doctrine of privity to a person who was not represented by a fiduciary or agent in the previous litigation, we have found that that person nonetheless exercised some degree of actual control over the presentation of a party’s case at the previous proceeding. See, e.g., Cent. Hudson Gas & Elec. Corp. v. Empresa Naviera Santa S.A., 56 F.3d 359, 368-369 (2d Cir.1995) (applying collateral estoppel against an entity that “controlled or substantially participated in the control of the presentation on behalf of a party to the prior action” (internal quotation marks and punctuation omitted) (quoting Nat’l Fuel Gas Distribution Corp. v. TGX Corp., 950 F.2d 829, 839 (2d Cir.1991))). Preclusion is thus found to apply against a person who, although not party to the previous litigation, served in a representative capacity to direct that litigation, Central Hudson, 56 F.3d at 363, 369, or who, “with the guidance of [his] law firm, formulated an overarching strategy for the two actions,” Ruiz v. Comm’r of Dep’t of Transp., 858 F.2d 898, 903 (2d Cir.1988).13

*186As these eases suggest, the question whether parties are in privity is “a factual determination of substance, not mere form.” Expert Elec., 554 F.2d at 1233. For this reason, “preclusion principles must not be applied mechanically.” Nat’l Fuel, 950 F.2d at 839 (citation and internal quotation marks omitted). Our determination of the question of collateral estoppel in this case thus depends on the fact-specific nature of Saybolt North America’s relationship with Mead.

Before beginning our review of the facts, we note further' that we- must be careful not to conflate the doctrines of collateral estoppel and respondeat superior. They are similar in the sense that both require a factual inquiry into the closeness of the relationship between principal and agent. The distinct natures of the doctrines, however, require inquiries into the closeness of the relationship at different points. Because the doctrine of respondeat superior asks whether an agent’s action, and his or her state of mind when he or she undertook the action, are imputable to the principal, a relevant inquiry is the closeness of the relationship at the time of the act in question. In contrast, because the doctrine of collateral estoppel asks whether a party is bound by the result of a prior judicial proceeding, and thus implicates .the due process rights to notice and an opportunity to be heard, the relevant inquiry is the closeness of the relationship at the time of the prior proceeding.14 The parties do not dispute that Saybolt North America is responsible under the principle of respondeat superior for Mead’s actions in violation of the FCPA. Thus, the inquiry in this case is limited to the closeness of Mead’s relationship with Saybolt North America at the time of Mead’s trial.

B. Application to this Case

In inquiring into the relationship between Mead and Saybolt North America during Mead’s trial, we construe the facts on the motion for summary judgment in the light most favorable to the plaintiff, the nonmoving party. See S.E.C. v. Monarch Funding Corp., 192 F.3d 295, 303 (2d Cir. 1999). Based on the record before us thus construed, we conclude that the defendants have not established as a matter of law that Mead was vested with the authority to represent Saybolt North America during his trial or that Saybolt North America exercised actual control over the presentation of Mead’s case. We thus conclude that the defendants have not proven as a matter of law that there was the necessary privity between the parties.

Mead was not vested with the authority to represent Saybolt North America because he was neither a fiduciary nor an agent of Saybolt North America during his trial. Saybolt International released Mead from his duties as an officer and active employee of the various Saybolt entities when he was arrested. Although Mead continued to receive pay from Saybolt North America during his trial pursuant to an early retirement package, neither this nor any other evidence in the record sug*187gests that an agency relationship survived Mead’s arrest. The general rule of agency is that “principals may terminate an agency relationship at any time.” Gov’t Guar. Fund of Republic of Fin. v. Hyatt Corp., 95 F.Sd 291, 300 (3d Cir.1996) (quoting Restatement (Second) of Agency §§ 138, 139 (1958)).15 We have found nothing in the record to support the conclusion that Saybolt International did not, prior to Mead’s criminal trial, effectively revoke Mead’s power to represent it and its subsidiaries.

We also can find nothing in the record to suggest that Saybolt North America exercised any degree of actual control over Mead’s conduct of his defense. As indicated, privity under such a theory depends on a finding that the person against whom collateral estoppel is applied actively participated in the previous litigation. Nothing in the record suggests that Saybolt North America’s directors, shareholders, or officers controlled Mead’s trial strategy. Saybolt North America no longer actively employed Mead at that time. And while Saybolt North America paid Mead’s legal fees for a period, it stopped doing so before his trial. And strikingly, before Mead’s trial, Saybolt North America promised, as part of its plea agreement with the government, to “cooperate truthfully and completely with the United States ... in any trial or other proceedings arising out of this investigation of [its] present and former officers and employees.” The fact that Saybolt North America would have violated its plea agreement had it assisted Mead during his trial militates against a finding of privity based on a theory of actual control.16

We conclude that the defendants have not established as a matter of law that Saybolt North America was in privity with Mead at the time of Mead’s trial. Thus, the plaintiff is not collaterally estopped by Mead’s conviction from pursuing its claims against Schreiber.17

*188CONCLUSION

For the foregoing reasons, the judgment of the district court is vacated, and the case remanded for further proceedings consistent with this opinion.

MARTIN, Circuit Judge:

Joel Esquenazi and Carlos Rodriguez appeal their convictions and sentences imposed after a jury convicted them of conspiracy, violating the Foreign Corrupt Practices Act, and money-laundering. After careful review, and with the benefit of oral argument, we affirm.

I.

In December 2009, a grand jury indicted Messrs. Esquenazi and Rodriguez on 21 counts. Two of these were conspiracy charges that spanned November 2001 through March 2005: conspiracy to violate the Foreign Corrupt Practices Act (FCPA) and commit wire fraud, all in violation of 18 U.S.C. § 371 (Count 1); and conspiracy to launder money, in violation of 18 U.S.C. § 1956 (Count 9). Counts 2 through 8 charged substantive violations of the FCPA, 15 U.S.C. § 78dd-2. And Counts 10 through 21 charged acts of concealment money laundering, in violation of 18 U.S.C. § 1956(a)(l)(B)(i).

A. Tñal1

Messrs. Esquenazi and Rodriguez co-owned Terra Telecommunications Corp. (Terra), a Florida company that purchased phone time from foreign vendors and resold the minutes to customers in the United States. Mr. Esquenazi, Terra’s majority owner, served as President and Chief Executive Officer. Mr. Rodriguez, the company’s minority owner, served as Executive Vice President of Operations. James Dickey served as Terra’s general counsel and Antonio Perez as the company’s comptroller.

One of Terra’s main vendors was Telecommunications D’Haiti, S.A.M. (Teleco). Because the relationship of Teleco to the Haitian government was, and remains, at issue in this case, the government presented evidence of Teleco’s ties to Haiti. Former Teleco Director of International Relations Robert Antoine testified that Teleco was owned by Haiti. An insurance broker, John Marsha, testified that, when Messrs. Rodriguez and Esquenazi were involved in previous contract negotiations with Teleco, they sought political-risk insurance, a type of coverage that applies only when a foreign government is party to an agreement. In emails with Mr. Marsha copied to Messrs. Esquenazi and Rodriguez, Mr. Dickey called Teleco an “instrumentality” of the Haitian government.

An expert witness, Luis Gary Lissade, testified regarding Teleco’s history. At Teleco’s formation in 1968, the Haitian government gave the company a monopoly on telecommunication services. Teleco had significant tax advantages and, at its inception, the government appointed two members of Teleco’s board of directors. Haiti’s *918President appointed Teleco’s Director General, its top position, by an executive order that was also signed by the Haitian Prime Minister, the minister of public works, and the minister of economy and finance. In the early 1970s, the National Bank of Haiti gained 97 percent ownership of Teleco. From that time forward, the Haitian President appointed all of Teleco’s board members. Sometime later, the National Bank of Haiti split into two separate entities, one of which was the Banque, de la Republique d’Haiti (BRH). BRH, the central bank of Haiti, is roughly equivalent to the United States Federal Reserve. BRH retained ownership of Teleco. In Mr. Lis-sade’s expert opinion, for the years relevant to this case, Teleco belonged “totally to the state” and “was considered ... a public entity.”

Mr. Lissade also testified that Teleco’s business entity suffix, S.A.M., indicates “associate anonymous mixed,” which means the “Government put money in the corporation.” Teleco’s suffix was attached not by statute, but “de facto” because “the government eonsider[ed] Teleco as its ... entity.” In 1996, Haiti passed a “modernization” law, seeking to privatize many public institutions. As a result, Haiti privatized Teleco sometime between 2009 and 2010. Ultimately, Mr. Lissade opined that, during the years relevant to this case, “Teleco was part of the public administration.” He explained: “There was no specific law that ... decided that at the beginning that Teleco is a public entity but government, officials, everyone considered] Teleco as a public administration.” And, he said, “if there was a doubt whatsoever, the [anti-corruption] law [that] came in 2008 vanish[ed] completely this doubt ... by citing Teleco as a public administration” and by requiring its agents— whom Mr. Lissade said were public agents — to declare all assets to avoid secret bribes.

In 2001 Terra contracted to buy minutes from Teleco directly. At that time, Tele-co’s Director General was Patrick Joseph (appointed by then-President Jean-Bertrand Aristide), and the Director of International Relations was Robert Antoine. Mr. Antoine had two friends and business associates who played a role in this case: Jean Fourcand, a grocery-store owner, and Juan Diaz.

By October 2001, Terra owed Teleco over $400,000. So Mr. Perez testified, Mr. Esquenazi asked him to contact Mr. Antoine and negotiate an amortization deal or, alternatively, to offer a side payment. Mr. Perez met with Mr. Antoine, who rejected the idea of amortization but agreed to a side payment to ease Terra’s debt. The deal, according to Mr. Perez, was that Mr. Antoine would shave minutes from Terra’s bills to Teleco in exchange for receiving from Terra fifty percent of what the company saved. Mr. Antoine suggested that Terra disguise the payments by making them to sham companies, which Terra ultimately did. Mr. Perez returned to Mr. Esquenazi and told him the news and later shared details of the deal in a meeting with Messrs. Esquenazi, Rodriguez, and Dickey. The four discussed “the fact that Robert Antoine had accepted an arrangement to accept ... payments to him in exchange for reducing [Terra’s] bills.” Mr. Perez testified: “[Mr. Esquen-azi] was happy, and both James Dickey and Carlos Rodriguez also congratulated me on a job well done.”2

The following month, in November 2001, Terra began funneling personal payments to Mr. Antoine using the following subterfuge. Mr. Dickey, on Terra’s behalf, drafted a “consulting agreement” between *919Terra and a company Mr. Antoine had suggested called J.D. Locator. J.D. Locator, an otherwise insolvent company, was owned by Mr. Antoine’s Mend Juan Diaz. During the course of the next several months, Messrs. Rodriguez and Esquena-zi authorized payments to J.D. Locator via “check requests,” forms Terra used to write checks without invoices. Mr. Diaz testified that he knew the payments Terra made were not for legitimate consulting services and that he never intended to provide such services. Instead, Mr. Diaz retained ten percent of the funds Terra paid J.D. Locator and disbursed the remainder, usually either to Mr. Antoine or his business associate Mr. Fourcand. Mr. Fourcand testified that he knew he was receiving money from Terra (through J.D. Locator) that would ultimately go to Mr. Antoine and that Mr. Antoine asked him to be part of that deal. All told, while Mr. Antoine remained at Teleco, Terra paid him and his associates approximately $822,000. And, during that time, Terra’s bills were reduced by over $2 million.

In April 2003, President Aristide removed Mr. Antoine and named Alphonse Inevil as his replacement. Mr. Inevil soon replaced Mr. Joseph as Director General, and Jean Rene Duperval replaced Inevil. Later that year, with Terra still behind on its bills, Mr. Esquenazi helped Mr. Duper-val form a shell company, Telecom Consulting Services Corporation (TCSC), through which Esquenazi ultimately would make side payments to Mr. Duperval. TCSC’s president was Margurite Grandi-son, Mr. Duperval’s sister; its incorpo-rator and registered agent was Mr. Dickey; and the company’s principal business address was a post office box that named Mr. Duperval as the person empowered to receive mail through it. Ms. Grandison executed a “commission agreement” with Terra, which Mr. Esquenazi signed. And on November 20, Mr. Rodriguez authorized the first transfer, $15,000, to TCSC. Over the next five months, although Terra received no invoices to reflect money owed TCSC, Terra made six additional transfers to TCSC totaling $60,000. Each of these seven transfers is the subject of the substantive FCPA counts. Ms. Grandison then disbursed money from TCSC’s account to Mr. Duperval and his associates. She made a number of transfers, twelve of which constitute the substantive money-laundering counts.

During the Internal Revenue Service’s investigation of the case, Mr. Esquenazi admitted he had bribed Mr. Duperval and other Teleco officials. He and Mr. Rodriguez nonetheless pleaded not guilty, proceeded to trial, and were found guilty on all counts.3

B. Post-trial

Five days after the jury convicted Messrs. Esquenazi and Rodriguez, the government received from an attorney involved in Patrick Joseph’s defense a declaration by the Haitian Prime Minister, Jean Max Bellerive. The declaration, marked with a date that fell in the middle of the jury trial, stated: “Teleco has never been and until now is not a State enterprise.” In a second declaration, made later and provided by the government to defense counsel, Prime Minister Bellerive confirmed that “the facts mentioned in the [first] statement are truthful,” but clarified: “The only legal point that should stand out in this statement is that there *920exists no law specifically designating Tele-co as a public institution.” In this second declaration, Prime Minister Bellerive also stated, “this does not mean that Haiti’s public laws do not apply to Teleco even if no public law designates it as such.” The second declaration detailed the public aspects of Teleco, many of which the government’s expert had discussed at trial. Messrs. Esquenazi and Rodriguez moved for a judgment of acquittal and a new trial on the basis of the declarations, which the district court denied.

The presentence investigation report prepared in advance of Mr. Esquenazi’s sentencing calculated a base offense level of 12, under United States Sentencing Commission, Guidelines Manual, (USSG) § 201.1(a)(2); a 2-level enhancement under because the offense involved more than one bribe, under USSG § 201.1(b)(1); a 16-level enhancement based on Terra’s receipt of $2.2 million from the bribery scheme, under USSG § 2Bl.l(b)(l)(I); a 4-level enhancement for Esquenazi’s leadership role in the offense, under USSG § 3Bl.l(a); and a 2-level obstruction-of-justice enhancement, under USSG § 3C1.1. With a criminal history category I, Mr. Esquenazi’s guideline range was 292 to 365 months imprisonment. The district court ultimately imposed a below-guideline sentence of 180 months imprisonment. Mr. Rodriguez, with a guideline range of 151 to 188 months imprisonment, received 84 months. Before sentencing, the district court entered a forfeiture order holding Messrs. Esquenazi and Rodriguez responsible for $3,093,818.50, which was ultimately made a part of the judgment entered against them.

This is the appeal brought by Messrs. Esquenazi and Rodriguez.

II.

The FCPA prohibits “any domestic concern” from “makfing] use of the mails or any means ... of interstate commerce corruptly in furtherance of’ a bribe to “any foreign official,” or to “any person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official,” for the purpose of “influencing any act or decision of such foreign official ... in order to assist such domestic concern in obtaining or retaining business for or with, or directing business to, any person.” 15 U.S.C. §§ 78dd-2(a)(l), (3). A “foreign official” is “any officer or employee of a foreign government or any department, agency, or instrumentality thereof.” Id. § 78dd-2(h)(2)(A) (emphasis added). The central question before us, and the principal source of disagreement between the parties, is what “instrumentality” means (and whether Teleco qualifies as one).

The FCPA does not define the term “instrumentality,” and this Court has not either. For that matter, we know of no other court of appeals who has. The definition matters in this case, in light of the challenges to the district court’s jury instructions on “instrumentality”; to the sufficiency of the evidence that Teleco qualified as an instrumentality of the Haitian government; and to Mr. Esquenazi’s contention that the statute is unconstitutionally vague. Before we address these challenges, however, we must define “instrumentality” for purposes of the FCPA.

We begin, as we always do when construing statutory text, with the plain meaning of the word at issue. See Harris v. Garner, 216 F.3d 970, 972 (11th Cir.2000). According to Black’s Law Dictionary, an instrumentality is “[a] means or agency through which a function of another entity is accomplished, such as a branch of a governing body.” Id. at 870 (9th ed.2009). Webster’s Third New Interna*921tional Dictionary says the word means “something that serves as an intermediary or agent through which one or more functions of a controlling force are carried out: a part, organ, or subsidiary branch esp. of a governing body.” Id. at 1172 (3d ed.1993). These dictionary definitions foreclose Mr. Rodriguez’s contention that only an actual part of the government would qualify as an instrumentality — that contention is too cramped and would impede the “wide net over foreign bribery” Congress sought to cast in enacting the FCPA. United States v. Kay, 359 F.3d 738, 749 (5th Cir.2004). Beyond that argument, the parties do not quibble over the phrasing of these definitions,4 and they agree an instrumentality must perform a government function at the government’s behest. The parties also agree, however, and we have noted in other cases interpreting similar provisions, that the dictionary definitions get us only part of the way there. See Edison v. Douberly, 604 F.3d 1307, 1309 (11th Cir.2010) (recognizing the Second Circuit’s conclusion that “instrumentality” is “a word susceptible of more than one meaning” (citing Green v. New York, 465 F.3d 65, 79 (2d Cir.2006))). Thus, we turn to other tools to decide what “instrumentality” means in the FCPA.5

To interpret “instrumentality” as used in the Americans with Disabilities Act, we relied upon what the Supreme Court has called the “commonsense cannon of nosci-tur a sociis,” United States v. Williams, 553 U.S. 285, 294, 128 S.Ct. 1830, 1839, 170 L.Ed.2d 650 (2008) — that is, “ ‘a word is known by the company it keeps.’ ” Edison, 604 F.3d at 1309 (quoting Green, 465 F.3d at 79 (quoting, in turn, Jarecki v. G.D. Searle & Co., 367 U.S. 303, 307, 81 S.Ct. 1579, 1582, 6 L.Ed.2d 859 (1961))).6 In the *922FCPA, the company “instrumentality” keeps is “agency” and “department,” entities through which the government performs its functions and that are controlled by the government. We therefore glean from that context that an entity must be under the control or dominion of the government to qualify as an “instrumentality” within the FCPA’s meaning. And we can also surmise from the other words in the series along with “instrumentality” that an instrumentality must be doing the business of the government. What the defendants and the government disagree about, however, is what functions count as the government’s business.

To answer that question, we examine the broader statutory context in which the word is used. See Edison, 604 F.3d 1307 at 1310 (‘We have affirmed many times that we do not look at one word or term in isolation but rather look to the entire statute and its context.”). In this respect, we find one other provision of the FCPA and Congress’s relatively recent amendment of the statute particularly illustrative. First, the so-called “grease payment” provision establishes an “exception” to FCPA liability for “any facilitating or expediting payment to a foreign official ... the purpose of which is to expedite or to secure the performance of a routine governmental action by a foreign official.” 15 U.S.C. § 78dd-2(b). “Routine governmental action” is defined as “an action ... ordinarily and commonly performed by a foreign official in,” among other things, “providing phone service.” Id. § 78dd-2(h)(4)(A). If an entity involved in providing phone service could never be a foreign official so as to fall under the FCPA’s substantive prohibition, there would be no need to provide an express exclusion for payments to such an entity. In other words, if we read “instrumentality,” as the defendants urge, to categorically exclude government-controlled entities that provide telephone service, like Teleco, then we would render meaningless a portion of the definition of “routine governmental action” in section 78dd-2(b). “It is a cardinal rule of statutory construction that significance and effect shall, if possible, be accorded to every word.” Regions Hosp. v. Shalala, 522 U.S. 448, 467, 118 S.Ct. 909, 920, 139 L.Ed.2d 895 (1998) (citation omitted). Thus, that a government-controlled entity provides a commercial service does not *923automatically mean it is not an instrumentality. In fact, the statute expressly contemplates that in some instances it would.

Next, we turn to Congress’s 1998 amendment of the FCPA, enacted to ensure the United States was in compliance with its treaty obligations. That year, the United States ratified the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Convention), Dec. 17, 1997, S. Treaty Doc. No. 105-43, 37 I.L.M. 1 (ratified Dec. 8, 1998, entered into force Feb. 15, 1999). See International Anti-Bribery and Fair Competition Act of 1998, Pub.L. No. 105-366,112 Stat. 3302 (implementing changes to the FCPA pursuant to the United States’ obligations under the OECD Convention). In joining the OECD Convention, the United States agreed to “take such measures as may be necessary to establish that it is a criminal offence under [United States] law for any person intentionally to offer, promise or give ... directly or through intermediaries, to a foreign public official ... in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage in the conduct of international business.” OECD Convention art. 1.1 (emphasis added). “Foreign public official” is defined to include “any person exercising a public function for a foreign country, including for a ... public enterprise.” Id. art. 1.4(a). The commentaries to the OECD Convention explain that: “A ‘public enterprise’ is any enterprise, regardless of its legal form, over which a government, or governments, may, directly or indirectly, exercise a dominant influence.” Id. art. 1.4, cmt. 14. The commentary further explains: “An official of a public enterprise shall be deemed to perform a public function unless the enterprise operates on a normal commercial basis in the relevant market, ie., on a basis which is substantially equivalent to that of a private enterprise, without preferential subsidies or other privileges.” Id. art. 1.4, cmt. 15. In addition to this, the OECD Convention also requires signatories make it a crime to pay bribes to agents of any “public international organi-sation.” Id. art. 1.4(a).

To implement the Convention’s mandates, Congress amended the FCPA in 1998. See Pub.L. No. 105-366, 112 Stat. 3302. The only change to the definition of “foreign official” in the FCPA that Congress thought necessary was the addition of “public international organization.” 15 U.S.C. 78dd-2(h)(2)(A). This seems to demonstrate that Congress considered its preexisting definition already to cover a “foreign public official” of an “enterprise ... over which a government ... exercise[s] a dominant influence” that performs a “public function” because it does not “operate[] on a normal commercial basis ... substantially equivalent to that of ... private enterprise^]” in the relevant market “without preferential subsidies or other privileges.” OECD Convention art. 1.4(a) & cmt. 14,15. Although we generally are wary of relying too much on later legislative developments to decide a prior Congress’ legislative intent, the circumstances in this case cause us less concern in that regard.7 This is not an instance in which Congress merely discussed previously enacted legislation and possible *924changes to it. Rather, Congress did make a change to the FCPA, and it did so specifically to ensure that the FCPA fulfilled the promise the United States made to other nations when it joined the Convention. The FCPA after those amendments is a different law, and we may consider Congress’s intent in passing those amendments as strongly suggestive of the meaning of “instrumentality” as it exists today.

We are not alone in finding instruction from the obligations the United States undertook in the OECD Convention and Congress’s resulting amendment of the FCPA made in order to comply with those obligations. The Fifth Circuit, in United States v. Kay, concluded that, when Congress amended the FCPA to comply with the duties the United States assumed under the OECD Convention and left intact the FCPA’s language outlawing bribery for the purpose of “obtaining or retaining business,” the preexisting language should be construed to cover the Convention’s mandate that signatories prohibit bribery “ ‘to obtain or retain business or other improper advantage in the conduct of international business.’” 359 F.3d at 754 (quoting OECD Convention art. 1.1) (emphasis added). “Indeed, given the United States’s ratification and implementation of the Convention without any reservation, understandings or alterations specifically pertaining to its scope,” the Fifth Circuit concluded the defendants’ narrow construction of the FCPA “would likely create a conflict with our international treaty obligations, with which we presume Congress meant to fully comply.” Id. at 755 n. 68.

Indeed, since the beginning of the republic, the Supreme Court has explained that construing federal statutes in such a way to ensure the United States is in compliance with the international obligations it voluntarily has undertaken is of paramount importance. “If the United States is to be able to gain the benefits of international accords and have a role as a trusted partner in multilateral endeavors, its courts should be most cautious before interpreting its domestic legislation in such manner as to violate international agreements.” Vimar Seguros y Reaseguros, S.A. v. M/V Sky Reefer, 515 U.S. 528, 539, 115 S.Ct. 2322, 2329, 132 L.Ed.2d 462 (1995); see also Murray v. Schooner Charming Betsy, 6 U.S. (2 Cranch) 64, 118, 2 L.Ed. 208 (1804) (“an act of Congress ought never to be construed to violate the law of nations if any other possible construction remains”). We are thus constrained to interpret “instrumentality” under the FCPA so as to reach the types of officials the United States agreed to stop domestic interests from bribing when it ratified the OECD Convention.

Based upon this reading, we must also reject the invitation from Messrs. Es-quenazi and Rodriguez to limit the term only to entities that perform traditional, core government functions. Nothing in the statute imposes this limitation. And were we to limit “instrumentality” in the FCPA in that way, we would put the United States out of compliance with its international obligations. See OECD Convention art. 1.4, cmt. 12 (designating as a “public function” “any activity in the public interest, delegated by a foreign country ” (emphasis added)).

The Supreme Court has cautioned that “the concept of a ‘usual’ or a ‘proper’ governmental function changes over time and varies from nation to nation.” First Nat’l City Bank v. Banco Para El Comercio Exterior de Cuba, 462 U.S. 611, 634 n. 27, 103 S.Ct. 2591, 2603 n. 27, 77 L.Ed.2d 46 (1983). That principle guides our construction of the term “instrumentality.” Specifically, to decide in a given case whether a foreign entity to which a domes*925tic concern makes a payment is an instrumentality of that foreign government, we ought to look to whether that foreign government considers the entity to be performing a governmental function. And the most objective way to make that decision is to examine the foreign sovereign’s actions, namely, whether it treats the function the foreign entity performs as its own. Presumably, governments that mutually agree to quell bribes flowing between nations intend to prevent distortion of the business they conduct on behalf of their people. We ought to respect a foreign sovereign’s definition of what that business is.8 Thus, for the United States government to hold up its end of the bargain under the OECD Convention, we ought to follow the lead of the foreign government itself in terms of which functions it treats as its own.

Although we believe Teleco would qualify as a Haitian instrumentality under almost any definition we could craft, we are mindful of the needs of both corporations and the government for ex ante direction about what an instrumentality is. With this guidance, we define instrumentality as follows. An “instrumentality” under section 78dd-2(h)(2)(A) of the FCPA is an entity controlled by the government of a foreign country that performs a function the controlling government treats as its own. Certainly, what constitutes control and what constitutes a function the government treats as its own are fact-bound questions. It would be unwise and likely impossible to exhaustively answer them in the abstract. Because we only have this case before us, we do not purport to list all of the factors that might prove relevant to deciding whether an entity is an instrumentality of a foreign government. For today, we provide a list of some factors that may be relevant to deciding the issue.

To decide if the government “controls” an entity, courts and juries should look to the foreign government’s formal designation of that entity; whether the government has a majority interest in the entity; the government’s ability to hire and fire the entity’s principals; the extent to which the entity’s profits, if any, go directly into the governmental fisc, and, by the same token, the extent to which the government funds the entity if it fails to break even; and the length of time these indicia have existed. We do not cut these *926factors from whole cloth. Rather, they are informed by the commentary to the OECD Convention the United States ratified. See OECD Convention, art. 1.4, cmt. 14 (stating that an entity is “deemed” to be under governmental control “inter alia, when the government or governments hold the majority of the enterprise’s subscribed capital, control the majority of votes attaching to shares issued by the enterprise or can appoint a majority of the members of the enterprise’s administrative or managerial body or supervisory board”). They are also consistent with the approach the Supreme Court has taken to decide if an entity is an agent or instrumentality of the government in analogous contexts. See Lebron v. Nat'l R.R. Passenger Corp., 513 U.S. 374, 394, 397-99, 115 S.Ct. 961, 972-74, 130 L.Ed.2d 902 (1995) (concluding Amtrak was an “agency or instrumentality of the United States” because, among other things, it was created by federal statute and a majority of its directors were to be appointed by the President); Cherry Cotton Mills, Inc. v. United States, 327 U.S. 536, 539, 66 S.Ct. 729, 730, 90 L.Ed. 835 (1946) (“[Because Reconstruction Finance Corporation’s (RFC) ] Directors are appointed by the President and affirmed by the Senate; its activities are all aimed at accomplishing a public purpose; all of its money comes from the Government; its profits, if any, go to the Government; [and] its losses the Government must bear[, t]hat the Congress chose to call it a corporation does not alter its characteristics so as to make it something other than what it actually is, an agency selected by Government to accomplish purely governmental purposes.”); Reconstruction Fin. Corp. v. J.G. Menihan Corp., 312 U.S. 81, 83, 61 S.Ct. 485, 486, 85 L.Ed. 595 (1941) (concluding RFC was a “corporate agency of the government” because the United States was the “sole stockholder” and the entity was “managed by a board of directors appointed by the President,” even though “its transactions [were] akin to those of private enterprises” and nothing in its organic statute indicated it was an instrumentality of the government).

We then turn to the second element relevant to deciding if an entity is an instrumentality of a foreign government under the FCPA — deciding if the entity performs a function the government treats as its own. Courts and juries should examine whether the entity has a monopoly over the function it exists to carry out; whether the government subsidizes the costs associated with the entity providing services; whether the entity provides services to the public at large in the foreign country; and whether the public and the government of that foreign country generally perceive the entity to be performing a governmental function. Just as with the factors indicating control, we draw these in part from the OECD Convention. See OECD Convention art. 1.4, cmt. 15 (“[A] public enterprise shall be deemed to perform a public function,” if it does not “operate[ ] on a normal commercial basis in the relevant market, i.e., on a basis which is substantially equivalent to that of a private enterprise, without preferential subsidies or other privileges.”); see also id. art. 1.4, cmt. 12 (“ ‘Public function’ includes any activity in the public interest, delegated by a foreign country....”). And we draw them from Supreme Court cases discussing what entities properly can be considered carrying out governmental functions. See Brent-wood Acad. v. Tenn. Secondary Sch. Athletic Ass’n, 531 U.S. 288, 295-97, 121 S.Ct. 924, 930-31, 148 L.Ed.2d 807 (2001) (describing situations in which the Court has held “seemingly private behavior may be fairly treated as that of the State itself,” recognizing that decision as “a matter of normative judgment [whose] criteria lack *927rigid simplicity,” and including among the relevant factors whether “the State provides significant encouragement, either overt or covert” and if the entity “serve[s a] public purpose [such as] providing community recreation” (internal quotation marks omitted)). Compare Reconstruction Fin. Corp., 312 U.S. at 83, 61 S.Ct. at 486 (recognizing that the RFC’s function to make loans and investments to aid state and local governments, banks, railroads, mortgage companies, and other businesses were “transactions ... akin to those of private enterprises”), with Cherry Cotton Mills, Inc., 327 U.S. at 539, 66 S.Ct. at 730 (stating that the RFC was “an agency selected by the Government to accomplish purely governmental purposes ” (emphasis added)).

III.

A. The Foreign Corrupt Practices Act Convictions

We now turn to Esquenazi’s and Rodriguez’s specific challenges to their convictions under the FCPA.

1. The district court’s “instrumentality” instruction

With the definition of “instrumentality” in mind, we now examine what Messrs. Esquenazi and Rodriguez assert was the district court’s chief error with respect to whether Teleco was an instrumentality of the Haitian government — the jury instructions. Notably, the list of factors we identified, although a bit more detailed, is not so different from what the district court laid out in its instructions to the jury here. We review de novo the district court’s instructions to determine whether they misstated the law or prejudicially misled the jury. United States v. Felts, 579 F.3d 1341, 1342 (11th Cir.2009). The district court instructed the jury:

An instrumentality of a foreign government is a means or agency through which a function of the foreign government is accomplished. State-owned or state-controlled companies that provide services to the public may meet this definition.

To decide whether Telecommunications D’Haiti or Teleco is an instrumentality of the government of Haiti, you may consider factors including, but not limited to:

One, whether it provides services to the citizens and inhabitants of Haiti.

Two, whether its key officers and directors are government officials or are appointed by government officials.

Three, the extent of Haiti’s ownership of Teleco, including whether the Haitian government owns a majority of Teleco’s shares or provides financial support such as subsidies, special tax treatment, loans or revenue from government mandated fees.

Four, Teleco’s obligations and privileges under Haitian law, including whether Teleco exercises exclusive or controlling power to administer its designated functions.

And five, whether Teleco is widely perceived and understood to be performing official or governmental functions.

Both Mr. Esquenazi and Mr. Rodriguez contend these instructions caused the jury to convict them based only on the fact that Teleco was a government-owned entity that performed a service, without any determination that the service it performed was a governmental function. We cannot agree. Read in context, the district court’s instructions make plain that provision of a service by a government-owned or controlled entity is not by itself sufficient. The district court explained only that an entity that provides a public service “may” meet the definition of “instru*928mentality,” thus indicating that providing a service is not categorically excluded from “a function of the foreign government.” But the sentence just before explained with no equivocation that only “a means or agency [that performs] a function of the foreign government ” would qualify as an instrumentality. Although, read in isolation, the portions of the instruction addressing the provision of services could sweep too broadly, when constrained by the actual definition of “instrumentality” the district court gave and the other guiding factors the district court outlined, we find no error in these instructions. Indeed, they substantially cover the factors we previously outlined.9 The instructions, we conclude, neither misstated the law nor prejudicially misled the jury regarding the definition of “instrumentality.”10 Felts, 579 F.3d at 1342.

2. Sufficiency of the evidence Teleco was a Haitian instrumentality

In addition to challenging the “instrumentality” jury instruction, Messrs. Esquenazi and Rodriguez also argue the evidence was insufficient to demonstrate that Teleco was an instrumentality of the Haitian government. We review the sufficiency of the evidence de novo, “viewing the evidence and taking all reasonable inferences in favor of the jury’s verdict.” United States v. Fries, 725 F.3d 1286, 1291 (11th Cir.2013). In light of our construction of the term, we have little difficulty concluding sufficient evidence supported the jury’s necessary finding that Teleco was a Haitian instrumentality.

From Teleco’s creation, Haiti granted the company a monopoly over telecommunications service and gave it various tax advantages. Beginning in early 1970s, and through the years Messrs. Esquenazi and Rodriguez were involved, Haiti’s national bank owned 97 percent of Teleco. The company’s Director General was chosen by the Haitian President with the consent of the Haitian Prime Minister and the ministers of public works and economic finance. And the Haitian President appointed all of Teleco’s board members. The government’s expert testified that Teleco be*929longed “totally to the state” and “was considered ... a public entity.” Although the expert also testified that “[t]here was no specific law that ... decided that at the beginning that Teleco is a public entity,” he maintained that “government, officials, everyone considered] Teleco as a public administration.” Construed in the light most favorable to the jury’s verdict, that evidence was sufficient to show Teleco was controlled by the Haitian government and performed a function Haiti treated as its own, namely, nationalized telecommunication services.

3. Mr. Esquenazi’s vagueness challenge

Mr. Esquenazi alone challenges the FCPA as unconstitutionally vague as applied to him. Mr. Esquenazi’s only contention, however, is that the statute would be vague if we interpreted “instrumentality” to include state-owned enterprises that do not perform a governmental function. But we have not. Our definition of “instrumentality” requires that the entity perform a function the government treats as its own. Although we recognize there may be entities near the definitional line for “instrumentality” that may raise a vagueness concern, non-speech vagueness challenges are only cognizable as applied. See United States v. Mazurie, 419 U.S. 544, 550, 95 S.Ct. 710, 714, 42 L.Ed.2d 706 (1975) (“[V]agueness challenges to statutes which do not involve First Amendment freedoms must be examined in the light of the facts of the case at hand.”). Because the entity to which Mr. Esquenazi funneled bribes was overwhelmingly majority-owned by the state, had no fisc independent of the state, had a state-sanctioned monopoly for its activities, and was controlled by a board filled exclusively with government-appointed individuals, the FCPA is not vague as applied to his conduct. See Parker v. Levy, 417 U.S. 733, 756, 94 S.Ct. 2547, 2562, 41 L.Ed.2d 439 (1974) (“One to whose conduct a statute clearly applies may not successfully challenge it for vagueness.”).

4. Whether Mr. Esquenazi and Mr. Rodriguez possessed the requisite knowledge

Messrs. Esquenazi and Rodriguez also aim challenges at the knowledge element of the FCPA. Both challenge the district court’s jury instructions on the element. And Mr. Rodriguez challenges the district court’s decision to give the jury a deliberate-ignorance instruction as well as the sufficiency of the evidence that he knew Teleco was a Haitian instrumentality.11 We address these in turn.

*930 a. The district court’s “knowledge” instructions

In its instructions, the district court told the jury that knowledge was an essential element of each FCPA charge, and that, to convict on the FCPA charges, the jury had to find each bribe payment was “made to any person while knowing that all or a portion of such money or thing of value will be offered, given or promised directly or indirectly to any foreign official.” The district court explained that “knowing” meant actual knowledge or a firm belief of the existence of a particular circumstance or result. Messrs. Esquenazi and Rodriguez contend this instruction was erroneous because it misled the jury to believe it could convict if either knew their intermediary (namely, Grandison at TCSC) would make a payment to a person who just “happened” to be a foreign official without their prior knowledge. In other words, they argue, the instruction failed to make clear that they must have known the recipient of the bribe payment would be a foreign official.12 Messrs. Esquenazi and Rodriguez failed to timely raise this argument before the district court, so we review only for plain error. See United States v. Wright, 392 F.3d 1269, 1277 (11th Cir.2004) (“[T]o preserve an objection to jury instructions for appellate review, a party must object before the jury retired, stating distinctly the specific grounds for the objection.” (citation omitted)). To surmount this standard of review, the challenger must show “instruction was an incorrect statement of the law and [that] it was probably responsible for an incorrect verdict, leading to substantial injustice.” Id. at 1279 (citation omitted).

We conclude there was no error here, plain or otherwise. The court’s instructions, read in their entirety, make clear the jury had to find Messrs. Esquenazi and Rodriguez knew or believed the bribes would ultimately reach the hands of a foreign official. The court listed as one of the essential elements of the FCPA charges “that the payment or gift was to a foreign official or to any person while the defendant knew that all or a portion of the payment or gift would be offered, given or promised, directly or indirectly to a foreign official.” This statement, as well as the court’s definition of “knowing,” directly tracked the FCPA’s language. See 15 U.S.C. § 78dd-2(a)(3), (h)(3)(A). The instruction was a correct legal statement, was clearly delivered, and nothing in its language was misleading to the jury.13

b. The deliberate-ignorance instruction

At the charge conference, the court considered whether to give the jury a deliberate-ignorance instruction, which would permit the jury to return a guilty verdict if it found “[d]eliberate avoidance of positive knowledge.” Mr. Rodriguez objected to the instruction, arguing the evidence at trial showed he did not know about Terra’s illegal activity, not that he simply ignored the unlawful transactions. The district court acknowledged that evidence of deliberate ignorance was “sparse,” but gave the instruction, based on the government’s argument that because testimony at trial showed Mr. Rodri*931guez was distracted from work by family obligations they needed to explain as a financial executive, Mr. Rodriguez was in a position to know the illegality of the payments he was authorizing. Mr. Rodriguez maintains this is error, and we agree. We have cautioned district courts against instructing juries on deliberate ignorance “when the evidence only points to either actual knowledge or no knowledge on the part of the defendant.” United States v. Stone, 9 F.3d 934, 937 (11th Cir.1993) (citing Rivera, 944 F.2d at 1570-71). “A deliberate ignorance instruction is appropriate only when there is evidence in the record showing the defendant purposely contrived to avoid learning the truth.” Id. (internal quotation marks omitted). There is no such evidence for Mr. Rodriguez.

Nonetheless, in light of the overwhelming evidence Mr. Rodriguez had actual knowledge he was authorizing unlawful payments, and the district court’s thorough instructions on the knowledge element, the error was harmless. See id. at 937-38 (reviewing erroneous deliberate-ignorance instruction for harmless error); see also United States v. Neder, 197 F.3d 1122, 1129 (11th Cir.1999) (recognizing that, to show an instructional error was harmless, the government must show the evidence on the element the instruction targeted was so overwhelming “that no rational jury, properly instructed” on that element, could have acquitted the defendant). Mr. Perez testified that, after Mr. Antoine accepted an offer for side-payments in exchange for a reduction in Terra’s bills, he told Mr. Rodriguez of the deal. Upon hearing the news, Mr. Rodriguez “congratulated [Mr. Perez] on a job well done.” Mr. Rodriguez authorized a number of side payments to Mr. Antoine through J.D. Locator, and he continued this practice by authorizing payments to TCSC. In fact, Mr. Rodriguez’s name is on every transfer to TCSC that corresponds to a substantive FCPA charge. Because overwhelming evidence supports the jury’s finding that Mr. Rodriguez had actual knowledge of the unlawful nature of his payments, we will not reverse on the basis of an erroneous deliberate-ignorance instruction. See id.

c. Sufficiency of the evidence that Mr. Rodriguez had the requisite knowledge

Mr. Rodriguez challenges the sufficiency of the evidence that he had knowledge the recipient of the payments he made was a foreign official. We review de novo his sufficiency challenge. Fries, 725 F.3d at 1291. “The relevant question in reviewing a sufficiency of the evidence claim is whether, after viewing the evidence in the light most favorable to the prosecution, any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt.” United States v. Demarest, 570 F.3d 1232, 1239 (11th Cir.2009) (citation omitted and emphasis added).

Mr. Rodriguez asserts there was no evidence that he had actual knowledge of the ways Teleco was connected to the Haitian government making it an “instrumentality,” or of the fact that Teleco employees were foreign officials. Although he presents these as distinct elements, they are the same. Provided Mr. Rodriguez knew (or believed) Teleco was a Haitian instrumentality, he knew any Teleco employee was a foreign official. See 15 U.S.C. § 78dd~2(h)(2)(A) (defining “foreign official” as “any officer or employee of a foreign government or any ... instrumentality thereof’). Mr. Rodriguez concedes, based on Terra’s previous political-risk insurance application for a Teleco contract, that he knew Teleco was government-owned. But he says this shows nothing more than that he knew Teleco employees *932worked for a state-owned enterprise. He says this is neither in dispute nor disposi-tive of whether he knew Teleco was a Haitian instrumentality and, therefore, its employees were foreign officials.

As we pointed out above, Mr. Rodriguez’s conception of “instrumentality”— and thus, what the government had to prove he knew — is too narrow. Actually, the government bore the burden of proving Teleco was controlled by the Haitian government and performed a function the government treated as its own. Our review of the record shows sufficient evidence of Mr. Rodriguez’s knowledge of Teleco’s status as an instrumentality (and thus Messrs. Antoine and Duperval’s statuses as foreign officials) supports the jury’s finding of guilt. For example, insurance broker John Marsha testified extensively at trial about the political-risk insurance policy Terra tried to obtain on a Teleco contract that ultimately fell through. According to Mr. Marsha, the type of policy Terra sought is only available when contracting with a foreign government. Mr. Marsha testified that he received a phone call from Messrs. Es-quenazi, Rodriguez, and Dickey, who said they wanted to insure contracts with “foreign governments.” After Mr. Marsha sent an application for political-risk insurance, Mr. Dickey emailed Marsha (copying Messrs. Rodriguez and Esquenazi) with an attached insurance application listing Teleco as a “government-owned entity.” Later, when the insurer had doubts about what recourse it might have against the Haitian government if the proposed Tele-co/Terra contract was breached, Mr. Dickey (again copying Messrs. Rodriguez and Esquenazi) emailed Mr. Marsha and said: “With respect to Haiti, we may be able to get a letter from the TELECO President to the effect that TELECO is an instrumentality of the Haitian government. Would this help expedite matters?” And, when the insurer became concerned the policy’s force majeure clause might permit “the Haitian government” to cancel the contract with Terra, Messrs. Dickey, Rodriguez, and Esquenazi discussed this possibility at length with Mr. Marsha. Also based on his status as a Terra executive directly involved in deals with Teleco, the jury reasonably could infer Mr. Rodriguez knew the company had a state-sanctioned monopoly over telecommunications in Haiti. That evidence was sufficient to support a jury finding that Mr. Rodriguez knew Teleco was an instrumentality of the Haitian government. And because it is undisputed that he knew Messrs. Antoine and Duperval were Teleco employees, that evidence supports a finding he knew they qualified as foreign officials under the FCPA. See 15 U.S.C. §§ 78dd-2(a)(3), (h)(2)(A).

5. Whether the declarations by Prime Minister Bellerive warranted a Brady hearing

Five days after the jury returned its verdict, counsel for Patrick Joseph, who was indicted along with Messrs. Esquena-zi and Rodriguez but tried separately, gave the government a declaration from Haitian Prime Minister Jean Max Bellerive. In that declaration, Prime Minister Bellerive indicated Teleco was not a state enterprise of Haiti. On August 10, 2011, the day after receiving it, the government shared the Prime Minister’s declaration with counsel for Messrs. Esquenazi and Rodriguez. The two sought a new trial, or at least an evidentiary hearing, based upon this newly discovered evidence, but the district court denied their motion. On appeal, Messrs. Esquenazi and Rodriguez contend the district court erred in denying them a hearing on whether the fact that they did not have the declaration before trial violated Brady v. Maryland, 373 U.S. *93383, 87, 83 S.Ct. 1194, 1196-97, 10 L.Ed.2d 215 (1963).

In Brady, the Supreme Court held that “the suppression by the prosecution of evidence favorable to an accused upon request violates due process where the evidence is material either to guilt or to punishment.” Id. We review for an abuse of discretion the denial of an evidentiary hearing on an asserted Brady violation. United States v. Fernandez, 136 F.3d 1434, 1438 (11th Cir.1998). To establish that the government has violated Brady, a defendant must show that:

(1) the government possessed evidence, including impeachment evidence, favorable to the defense; (2) [the defense] did not possess the evidence nor could have obtained it with reasonable diligence; (3) the prosecution suppressed the favorable evidence; and (4) had the evidence been disclosed to the defense, a reasonable probability exists that the trial outcome would have been different, i.e., the evidence was material.

United States v. Arnold, 117 F.3d 1308, 1315 (11th Cir.1997).

Even if we accept the assertions in the Prime Minister’s declaration (which he later clarified to explain that Teleco was “fully funded and controlled by BRH, which is a public entity of the Haitian State”) as material, the district court did not abuse its discretion in denying Messrs. Esquenazi and Rodriguez a hearing on their Brady claims because the evidence does not qualify as Brady material. “Brady applies only to information possessed by the prosecutor or anyone over whom he has authority.” United States v. Naranjo, 634 F.3d 1198, 1212 (11th Cir.2011) (internal quotation marks omitted). And where the government does not have evidence in its possession, the prosecution cannot have suppressed it, either willfully or inadvertently. Id. In response to the motion for a new trial, a member of the prosecution team swore, under oath, that the government only learned of the declaration after Messrs. Rodriguez and Esquenazi were convicted. Neither defendant points to any contrary evidence.

Despite the complete absence of evidence to show the prosecution possessed the original declaration of the Prime Minister, Messrs. Esquenazi and Rodriguez assert they were still entitled to an evidentiary hearing on a possible Brady violation. They argue the government has not proved it did not know of the declaration’s substance; that the government had unique access to the Haitian Prime Minister; and that the knowledge of Haitian officials should be imputed to the prosecution. None of these arguments convinces us the district court was required to hold an evidentiary hearing. First, the burden to show a Brady violation lies with the defendant, not the government, so the prosecution was not required to prove lack of knowledge of the declaration’s contents on top of not having the declaration. See United States v. Vallejo, 297 F.3d 1154, 1164 (11th Cir.2002). Second, there is no evidence that the government was so uniquely situated with respect to the information in the declaration that it was required to go out and learn what it did not know. See Naranjo, 634 F.3d at 1212 (“A prosecutor has no duty to undertake a fishing expedition in other jurisdictions in an effort to find potentially impeaching evidence every time a criminal defendant makes a Brady request for information regarding a government witness.” (citation omitted)). Indeed, the evidence was discovered by a codefendant, albeit one tried separately. Third, no court, to our knowledge, has held that information known to an independent foreign government may be imputed to prosecutors in the United States simply when the foreign govern*934ment cooperates in an investigation. In fact, the case Messrs. Esquenazi and Rodriguez rely upon explained that imputation was appropriate because “the state investigators functioned as agents of the federal government under the principles of agency law.” United States v. Antone, 603 F.2d 566, 570 (5th Cir.1979) (emphasis added). Nothing approaching such a relationship between the Prime Minister of Haiti and federal prosecutors existed here. The district court did not abuse its discretion.

B. The Count 1 conspiracy conviction

For all of the reasons set forth above, Messrs. Esquenazi’s and Rodriguez’s challenges to their substantive FCPA convictions fail. And, because they do not attempt to rebut other elements of Count l’s conspiracy charge — the agreement to achieve an unlawful objective (the FCPA violations) itself, knowing and voluntary participation in the agreement, or commission of overt acts in furtherance of the agreement14 — their conviction for conspiracy to violate the FCPA stands. For this reason, and because the jury expressly found Messrs. Esquenazi and Rodriguez guilty on the FCPA object of the conspiracy, we need not address their challenges to the alternative wire-fraud object of the same conspiracy.

C. The money-laundering convictions

The jury convicted Mr. Rodriguez of, “knowing that the property involved in a financial transaction represents the proceeds of some form of unlawful activity,” “conducting] ... such a financial transaction which in fact involves the proceeds of specified unlawful activity” while knowing the transaction was designed to conceal the nature, location, source, ownership, or control of those proceeds. 18 U.S.C. § 1956(a)(1)(B)®. Mr. Rodriguez 15 argues we must reverse his money-laundering convictions,16 either because they merged in the indictment with the underlying FCPA bribery charges or because the evidence at trial failed to show the transactions involved “proceeds” of the underlying FCPA offenses, resulting in impermissible merger.17 Because he moved to dismiss the indictment based on merger, we review the denial of that motion for an *935abuse of discretion, examining the legal sufficiency of the indictment de novo. United States v. Schmitz, 634 F.3d 1247, 1259 (11th Cir.2011). But Mr. Rodriguez did not seek a judgment of acquittal at trial based on the second contention he now makes.18 Where the specific grounds upon which a defendant made his sufficiency-of-the-evidence challenge at trial differ from those he asserts on appeal, we review under his new theory only for manifest miscarriage of justice. See Fries, 725 F.3d at 1291; see also United States v. Hurn, 368 F.3d 1359, 1368 (11th Cir.2004) (treating as unpreserved a contention that evidence was insufficient where a different specific basis was raised in renewed motion for judgment of acquittal at trial). So we would reverse Mr. Rodriguez’s money-laundering convictions for insufficient evidence only if they are “shocking.” Fries, 725 F.3d at 1291.

We conclude there was no merger of the money-laundering charges with underlying offenses that generated the proceeds to be laundered, either in the indictment or as a result of the evidence adduced at trial. Mr. Rodriguez bases his contention on the Supreme Court’s decision in United States v. Santos, 553 U.S. 507, 128 S.Ct. 2020, 170 L.Ed.2d 912 (2008). Because no majority of the Court agreed upon a rationale in Santos, we have recognized that the narrowest concurring opinion, that written by Justice Stevens, controls. United States v. Jennings, 599 F.3d 1241, 1252 (11th Cir.2010); see also Marks v. United States, 430 U.S. 188, 193, 97 S.Ct. 990, 993, 51 L.Ed.2d 260 (1977) (“When a fragmented Court decides a case and no single rationale explaining the result enjoys the assent of five Justices, the holding of the Court may be viewed as that position taken by those Members who concurred in the judgments on the narrowest grounds.... ” (internal quotation marks omitted)). With that in mind, Santos merely states that the gross receipts of an illegal gambling operation were not “proceeds” for purposes of a so-called “promotional” money-laundering offense under 18 U.S.C. § 1956(a)(l)(A)(i). Jennings, 599 F.3d at 1252.

We first observe that there is a distinction between a promotional money-laundering conviction under § 1956(a)(1)(A)® (■Le., using funds from a criminal business to “promote the carrying on of [the] specified unlawful activity”), like the one at issue in Santos, and a concealment money-laundering conviction under 18 U.S.C. § 1956(a)(1)(B)®, like Mr. Rodriguez’s. This difference eliminates entirely for this case any double-punishment concern, like the one that motivated a majority of the Justices in Santos. See Santos, 553 U.S. at 514-19, 128 S.Ct. at 2026-28 (plurality opinion) (discussing the “merger problem” if funds used to pay an illegal business’s expenses are proceeds laundered under § 1956(a)(1)(A)); id. at 527, 128 S.Ct. at 2033 (Stevens, J., concurring) (“Allowing the Government to treat the mere payment of the expense of operating an illegal gambling business as a separate offense is in practical effect tantamount to double jeopardy....”). Conducting a criminal enterprise necessarily requires paying its *936essential expenses — doing so should not also be separately punishable as money-laundering, at least when the rule of lenity comes into play. Id., at 514-15, 528, 128 S.Ct. at 2033-34 (“As the plurality notes, there is ‘no explanation for why Congress would have wanted a transaction that is a normal part of a crime it had duly considered and appropriately punished elsewhere in the Criminal Code to radically increase the sentence for that crime.’ This conclusion dovetails with what common sense and the rule of lenity would require.” (internal citation omitted)). No such problem of overlap arises where, as here, a money-laundering conviction under the concealment prong involves conduct that was entirely unnecessary to the completion of the underlying specified unlawful activity. Funneling money through shell corporations was not necessary for Mr. Rodriguez to bribe a foreign official. It just made it less likely that conduct would be uncovered by “concealing] the nature[ and] source ... of the proceeds” he and his coconspirators used to pay the bribes, precisely the distinct type of conduct 18 U.S.C. § 1956(a)(l)(B)(i) criminalizes.

Still, Mr. Rodriguez points to a supposed timing problem, which is that the funds pushed through the intermediary corporations, ultimately to Messrs. Duperval and Antoine or their associates, could not be “proceeds” because the underlying FCPA bribery was not complete. But this argument mistakes the basis for the underlying FCPA convictions. When Terra promised Messrs. Antoine and Duperval bribery payments in exchange for reducing the amounts Terra owed Teleco, the FCPA violation was already complete — an “offer” or a “promise to pay” a foreign official for a business benefit is just as unlawful as an actual “payment” under that statute. 15 U.S.C. § 78dd-2(a). Thus, the lowered debt Terra received in exchange for that promise constituted “proceeds” of a completed FCPA offense, which the company then funneled through intermediary companies “to conceal both the source and future ownership of the money,” thereby completing several concealment money-laundering offenses. United States v. Wilkes, 662 F.3d 524, 547 (9th Cir.2011), cert. denied — U.S. -, 132 S.Ct. 2119, 182 L.Ed.2d 881 (2012).

For these reasons, we conclude the district court did not err in refusing to dismiss the money-laundering counts of the indictment or in allowing the jury to decide these counts. Both the allegations and evidence supported the jury’s finding that Messrs. Esquenazi and Rodriguez engaged in criminal acts distinct from, and which therefore did not merge with, the substantive FCPA counts.19

D. Sentencing Challenges

Messrs. Esquenazi and Rodriguez challenge various aspects of their sentences. We discuss each of these in turn.

1. Enhancement for “the value of the benefit received” by Terra

Section 2Cl.l(b)(2) of the Sentencing Guidelines, and the corresponding tables in § 2Bl.l(b)(l), provide for a 16-level enhancement if the value of “the benefit received or to be received in return for the payment” of a bribe — provided that value is greater than the value of the bribe payment itself — is more than $1 million but less than $2.5 million. USSG § 2Bl.l(b)(l). The district court calculated that Terra received a total of $2.2 mil*937lion in bill reductions and applied the enhancement. Messrs. Esquenazi and Rodriguez20 argue the value of “the benefit received” should be the value they each received individually, not what Terra received. And, because that value is unclear, the correct calculation should be based on the value of the bribe payments, which, at a total of $839,815, triggers only a 14-level enhancement. Both defendants objected to the enhancement at sentencing, arguing only a 14-level enhancement should apply. They did not, however, advocate the 14-level enhancement for the reason they now assert. Counsel for Mr. Esquenazi requested the 14-level enhancement to maintain parity with his co-defendants, who pleaded guilty. And Mr. Rodriguez’s counsel argued the government’s loss calculation was illusory because, due to valuable equipment that Terra owned and Teleco kept, there was no way to say for certain that Terra benefited to the tune of $2.2 million. Because the district court did not have the opportunity to examine and rule on the argument now before us, we are limited to reviewing only for plain error. See United States v. Massey, 443 F.3d 814, 819 (11th Cir.2006) (“The defendant ... fails to preserve a legal issue for appeal if the factual predicates of an objection are included in the sentencing record, but were presented to the district court under a different legal theory.”). This being the ease, we may reverse only if “there is: (1) error, (2) that is plain, and (3) that affects substantial rights[,] and then only if (4) the error seriously affects the fairness, integrity, or public reputation of judicial proceedings.” Id. at 818 (alterations and internal quotation marks omitted). And nothing in our case law makes any error in this case plain. See United States v. Hemandez-Gonzalez, 318 F.3d 1299, 1302 (11th Cir.2003) (“An error cannot be plain if such error is not obvious or clear under current law.”). Indeed, we have interpreted our own precedent to mean the loss calculation is based on the improper benefit to a company. See United States v. Huff, 609 F.3d 1240, 1245-46 (11th Cir.2010) (interpreting United States v. De-Vegter, 439 F.3d 1299 (11th Cir.2006), to mean “the improper benefit to the investment firm should have been used as the loss amount” — rather than the amount of bribe payments — for purposes of a § 2B4.1 enhancement, and applying that case’s reasoning to a § 2C 1.1 enhancement (emphasis added)). Although we were not squarely presented with the issue of whether an entity or an individual’s benefit should be calculated in Huff, its language forecloses the possibility that any error regarding the loss amount calculation in this case could be plain.

2. Mr. Esquenazi’s I-level leadership-role enhancement

Because it found him “an organizer or leader of a criminal activity that involved five or more participants or was otherwise extensive,” the district court enhanced Mr. Esquenazi’s guideline range by four levels. USSG § 3Bl.l(a). We review the district court’s finding that Mr. Esquenazi was an organizer or leader for clear error. United States v. Barner, 572 F.3d 1239, 1247 (11th Cir.2009). Mr. Esquenazi contends he instead should have been characterized, at most, as a “manager or supervisor,” which carries with it only a three-level enhancement under § 3B 1.1(b). He argues that he was a leader only in *938Terra’s legitimate business operations and points to the substantial independent roles of others like Messrs. Rodriguez, Perez, and Antoine in the bribery scheme.

As a preliminary matter, the roles of Mr. Esquenazi’s co-conspirators do not change our analysis even if those individuals also played major roles in the offense conduct. See USSG § 3B1.1, comment. (n.4) (“There can, of course, be more than one person who qualifies as a leader or organizer of a criminal association or conspiracy.”). The Sentencing Guidelines commentary provides several factors that distinguish a leadership role from a management role, including

the exercise of decision making authority, the nature of participation in the commission of the offense, the recruitment of accomplices, the claimed right to a larger share of the fruits of the crime, the degree of participation in planning or organizing the offense, the nature and scope of the illegal activity, and the degree of control and authority exercised over others.

Id. comment, (n.4). The district court considered many of these factors and concluded that Mr. Esquenazi was “in charge” of the bribery, served as “the boss of Mr. Rodriguez in addition to the others,” and “was in fact the leader of the organization, and not just the president in name” because “he actually participated in many of the decisions” involving the bribery scheme. We cannot say, in light of extensive testimony at trial about Mr. Esquena-zi’s involvement in each step of the scheme, that the court’s fact-findings are clearly erroneous. Thus, we find no error in the imposition of the enhancement.

3. Mr. Esquenazi’s obstruction enhancement

The Sentencing Guidelines provide for a 2-level enhancement if the defendant “willfully obstructed or impeded, or attempted to obstruct or impede, the administration of justice” with respect to the investigation or prosecution of the case. USSG § 3C1.1. This includes willful false sworn testimony on a material matter. United States v. Dunnigan, 507 U.S. 87, 93-94, 113 S.Ct. 1111, 1116, 122 L.Ed.2d 445 (1993). Mr. Esquenazi argues the district court failed to make findings of specific instances of perjury.21 And he is right that, when applying an obstruction enhancement, “it is preferable for a district court to address each element of the alleged perjury in a separate and clear finding.” Id. at 95, 113 S.Ct. at 1117. But Mr. Esquenazi never objected to the lack of specificity of the court’s findings at sentencing or afterwards, and we have repeatedly outright declined to entertain such a complaint for the first time on appeal. See, e.g., United States v. Smith, 231 F.3d 800, 820 (11th Cir.2000); United States v. Hubert, 138 F.3d 912, 915 (11th Cir.1998) (citing United States v. Geffrard, 87 F.3d 448, 453 (11th Cir.1996)). Beyond that, “[i]n the context of the record of the [sentencing] hearing,” sometimes “detailed findings [are] not necessary and would [be] redundant.” Hubert, 138 F.3d at 915. At sentencing, the government identified at least four instances in which Mr. Esquenazi gave willful false testimony at trial: (1) when he denied that Teleco invoices were, *939in fact, invoices (that reflected reduced debt due to Terra’s bribe payments); (2) when he denied having ever bribed Mr. Antoine; (3) when he denied sending Mr. Perez to discuss the bribes with Antoine; and (4) when he said the IRS agent who investigated him lied about his confession to bribing Mr. Duperval. Each of these statements, the government pointed out, was flatly contradicted by other witness testimony and documentary evidence. The district court acknowledged each of these instances and concluded, “we’re not talking about one. We’re not talking about two. We’re talking about a bunch” of falsehoods. Taking these statements in context, we are satisfied that the district court’s failure to make specific findings of perjury does not warrant reversal for re-sentencing.

4. Mr. Rodriguez’s forfeiture order

Mr. Rodriguez contends his forfeiture order and the amended judgment that reflects the forfeiture amount must be vacated because the district court failed to order forfeiture at sentencing.22 He cites the general rule that, where the orally imposed sentence conflicts with the written judgment, the court’s orally pronounced sentence controls. But Federal Rule of Criminal Procedure 32.2 expressly requires only that the court announce the forfeiture amount “or ... otherwise ensure that the defendant knows of the forfeiture at sentencing.” Fed.R.Crim.P. 32.2(b)(4)(B). Mr. Rodriguez’s counsel objected to the forfeiture amount at sentencing, “ensuring” that he was on notice of the forfeiture. Further, Rule 32.2 explicitly provides that the court’s failure to include the forfeiture order, directly or by reference, in the judgment “may be corrected at any time under Rule 36,” which in turn permits the court to correct clerical errors. Id.; Fed.R.Crim.P. 36. This is precisely what the district court did in this case, so there was no error, plain or otherwise.

IV.

After careful consideration, and for all of these reasons, we conclude the convictions and sentences of both Messrs. Esquenazi and Rodriguez are due to be

AFFIRMED.

PER CURIAM:

In this case, we are called upon to consider the Foreign Corrupt Practices Act of 1977 (hereinafter “FCPA”), 15 U.S.C. §§ 78dd-l, 78dd-2, and determine whether “foreign officials,” who are excluded from prosecution under the FCPA itself, may nevertheless be prosecuted under the general conspiracy statute, 18 U.S.C. § 371, for conspiring to violate the FCPA.

We hold that foreign officials may not be prosecuted under 18 U.S.C. § 371 for conspiring to violate the FCPA. The scope of our holding, as well as the rationale that undergirds it, is fully set out in Judge Sanders’s memorandum opinion of June 4, *8321990, 741 F.Supp. 116, which we adopt and attach as an appendix hereto.1

The judgment of the district court is

AFFIRMED.

APPENDIX

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

United States of America v. John Blondek, Vernon R. Tull, Donald Castle, and Darrell W.T. Lowry

Criminal No. 3-90-062-H

Filed June 4, 1990

MEMORANDUM OPINION AND ORDER

All four defendants in this case are charged in a one-count indictment with conspiring to violate the Foreign Corrupt Practices Act of 1977 (“FCPA”), 15 U.S.C. §§ 78dd-l, 78dd-2. Defendants Castle and Lowry have moved to dismiss the indictment against them on the grounds that as Canadian officials, they cannot be convicted of the offense charged against them. The two other defendants, Blondek and Tull, are U.S. private citizens, and they do not challenge their indictment on this ground. The Court has considered supplemental briefing and oral argument on the motions.

The indictment charges all four defendants with conspiring to bribe foreign officials in violation of the FCPA. Blondek and Tull were employees of Eagle Bus Company, a U.S. concern as defined in the FCPA. According to the indictment, they paid a $50,000 bribe to Defendants Castle and Lowry to ensure that their bid to provide buses to the Saskatchewan provincial government would be accepted.

There is no question that the payment of the bribe by Defendants Blondek and Tull is illegal under the FCPA, and that they may be prosecuted for conspiring to violate the Act. Nor is it disputed that Defendants Castle and Lowry could not be charged with violating the FCPA itself, since the Act does not criminalize the receipt of a bribe by a foreign official. The issue here is whether the Government may prosecute Castle and Lowry under the general conspiracy statute, 18 U.S.C. § 371, for conspiring to violate the FCPA. Put more simply, the question is whether foreign officials, whom the Government concedes it cannot prosecute under the FCPA itself, may be prosecuted under the general conspiracy statute for conspiring to violate the Act.

In Gebardi v. United States, 287 U.S. 112, 53 S.Ct. 35, 77 L.Ed. 206 (1932), the Supreme Court confronted a similar issue: whether a woman who agreed to be transported by her lover across state lines to engage in sexual intercourse could be convicted of a conspiracy to violate the Mann Act. The Mann Act prohibited the transportation of women across state boundaries for immoral purposes, but did not criminalize the conduct of the women being transported. Acknowledging that it could not prosecute the woman for violating the *833Mann Act itself, the Government prosecuted her instead for conspiring to violate the Mann Act. The woman objected to her conviction on the grounds that the Mann Act exempted her from prosecution for her participation.

The Court noted first that the incapacity of a person to commit the substantive offense does not necessarily imply that he may conspire with others to commit the offense with impunity, since the state may criminalize the collective planning of the criminal conduct. Id. at 120-21, 53 S.Ct. at 37. For example, it is a crime for a bankrupt to conceal property from his trustee, and thus only bankrupts may be convicted of the substantive offense of concealing property. But convictions of others for conspiring with the bankrupt to conceal property have been upheld. See id. at 120 n. 5, 53 S.Ct. at 37 n. 5 and cases cited therein.

The Court distinguished the case before it on the grounds that a violation of the Mann Act necessarily required the agreement of the woman to the criminal act — her transportation across a state line. Yet the Act did not make the woman’s consent a crime. The Court concluded that by excluding the transported woman from prosecution under the Mann Act, Congress evinced an affirmative legislative policy “to leave her acquiescence unpunished.” Id. at 123, 53 S.Ct. at 38. A necessary implication of that policy was that the woman’s agreement to participate was immune from any kind of prosecution, including prosecution for conspiring to violate the Mann Act. To do otherwise, the Court reasoned, would allow the Executive Branch to extend the reach of the Act beyond the scope of Congress’ intention.

We think it a necessary implication of that policy that when the Mann Act and the conspiracy statute came to be construed together, as they necessarily would be, the same participation which the former contemplates as an inseparable incident of all cases in which the woman is a voluntary agent at all, but does not punish, was not automatically to be made punishable under the latter. It would contravene that policy to hold that the very passage of the Mann Act effected a withdrawal by the conspiracy statute of that immunity which the Mann Act itself confers.

Id. at 123, 53 S.Ct. at 38. On this basis, the Court reversed the conviction of the woman for conspiring to violate the Mann Act.

The principle enunciated by the Supreme Court in Gebardi squarely applies to the case before this Court. Congress intended in both the FCPA and the Mann Act to deter and punish certain activities which necessarily involved the agreement of at least two people,1 but Congress chose in both statutes to punish only one party to the agreement. In Gebardi the Supreme Court refused to disregard Congress’ intention to exempt one party by allowing the Executive to prosecute that party under the general conspiracy statute for precisely the same conduct. Congress made the same choice in drafting the FCPA, and by the same analysis, this Court may not allow the Executive to override the Congressional intent not to prosecute foreign officials for their participation in the prohibited acts.

In drafting the Mann Act, Congress was probably motivated by a protective instinct toward women based on a belief that most women would not participate in the activity without coercion or duress by the man involved. The Government tries to distinguish Gebardi on this ground, asserting that “the exception” provided in Gebardi to prosecution for conspiracy only applies to individuals belonging to the class of persons the criminal statute was designed to protect.

Nothing in Gebardi indicates that only “protected” persons are exempted from conspiracy charges; rather, the Court explicitly built its analysis on Congress’ clear intention, evinced by the plain language of *834the statute, to exempt the transported women from all prosecutions for their involvement in the prohibited activities. A similar intent is apparent from the language of the FCPA, especially when compared to other bribery statutes which criminalize both the payment and receipt of bribes. Compare 15 U.S.C. §§ 78dd-1 and 78dd-2 with 18 U.S.C. § 201 (both payment and receipt of bribe to influence an official act prohibited; passed seven years before FCPA); 18 U.S.C. §§ 210 and 211, 212 and 213, 214 and 215 and 216 (parallel provisions prohibiting payment and receipt of bribes).

Even accepting the general idea that Congress must have some reason for exempting from prosecution a class of persons necessarily involved in the proscribed conduct, Congress was quite explicit about its reasons, but none of these reasons have anything to do with foreign officials. Instead, the exclusive focus was on the U.S. companies and the effects of their conduct within and on the United States.

First, Congress was concerned about the domestic effects of such payments. In the early 1970’s, the Watergate affair and resulting investigations revealed that the payment of bribes to foreign officials was a widespread practice among U.S. companies. In the House Report accompanying an earlier version of the Act, it was noted that more than 400 companies had admitted making such payments, distributing well over 300 million dollars in corporate funds to foreign officials. H.R.Rep. No. 640, 95th Cong., 1st Sess. 4 (1977). Such massive payments had many negative domestic effects, not the least of which was the distortion of, and resulting lack of confidence in, the free market system within the United States.

The payment of bribes to influence the acts or decision of foreign officials ... is unethical. It is counter to the moral expectations and values of the American public. But not only is it unethical, it is bad business as well. It erodes public confidence in the integrity of the free market system.... In short, it rewards corruption instead of efficiency and puts pressure on ethical enterprises to lower their standards or risk losing business.

Id. at 4-5. See also S.Rep. No. 114, 95th Cong., 1st Sess. 4, reprinted in 1977 U.S. Code Cong. & Admin.News 4098, 4101. The House Committee further noted that many of the payments were made not to compete with foreign companies, but rather to gain an edge over a competitor in the United States. H.R.Rep. No. 640 at 5.

Congress’ second motivation was the effect of such payments by U.S. companies on the United States’ foreign relations. The legislative history repeatedly cited the negative effects the revelations of such bribes had wrought upon friendly foreign governments and officials. Id.; see also S.Rep. No. 114 at 4, 1977 U.S.Code Cong. & Admin.News at 4101. Yet the drafters acknowledged, and the final law reflects this, that some payments that would be unethical or even illegal within the United States might not be perceived similarly in foreign countries, and those payments should not be criminalized. For example, grease payments, those payments made “to assure or to speed the proper performance of a foreign official’s duties,” are not illegal under the Act since they were often a part of the custom of doing business in foreign countries. H.R.Rep. No. 640 at 8; see also 15 U.S.C. § 78dd-2(b). Additionally, the Act was later amended to permit an affirmative defense on the grounds that the payment was legal in the country in which it was made. 15 U.S.C. § 78dd-2(c)(l). These exclusions reinforce the proposition that Congress had absolutely no intention of prosecuting the foreign officials involved, but was concerned solely with regulating the conduct of U.S. entities and citizens.2

*835The Government argues that the following statement in the House Report evinces a clear intent by Congress to allow conspiracy prosecutions of foreign officials: “The concepts of aiding and abetting and joint participation would apply to a violation under this bill in the same manner in which those concepts have always applied in both SEC civil actions and implied private actions brought under the securities laws generally.” H.R.Rep. No. 640 at 8. The Government’s reliance is misplaced. Congress included this statement to clarify the rights of civil litigants pursuing a private right of action under the Act, an area entirely different from criminal prosecutions.

This language does not refute the overwhelming evidence of a Congressional intent to exempt foreign officials from prosecution for receiving bribes, especially since Congress knew it had the power to reach foreign officials in many cases, and yet declined to exercise that power. See H.R. Rep. No. 640 at 12 n. 3 (United States has power to reach conduct of noncitizens under international law). Congress’ awareness of the extent of its own power reveals the fallacy in the Government’s position that only those classes of persons deemed by Congress to need protection are exempted from prosecution under the conspiracy statute. The question is not whether Congress could have included foreign officials within the Act’s proscriptions, but rather whether Congress intended to do so, or more specifically, whether Congress intended the general conspiracy statute, passed many years before the FCPA, to reach foreign officials.

The drafters of the statute knew that they could, consistently with international law, reach foreign officials in certain circumstances. But they were equally well aware of, and actively considered, the “inherent jurisdictional, enforcement, and diplomatic difficulties” raised by the application of the bill to non-citizens of the United States. See. H.R.Conf.Rep. No. 831, 95th Cong., 1st Sess. 14, reprinted in 1977 U.S. Code Cong. & Admin.News 4121, 4126. In the conference report, the conferees indicated that the bill would reach as far as possible, and listed all the persons or entities who could be prosecuted. The list includes virtually every person or entity involved, including foreign nationals who participated in the payment of the bribe when the U.S. courts had jurisdiction over them. Id. But foreign officials were not included.

It is important to remember that Congress intended that these persons would be covered by the Act itself, without resort to the conspiracy statute. Yet the very individuals whose participation was required in every case — the foreign officials accepting the bribe — were excluded from prosecution for the substantive offense. Given that Congress included virtually every possible person connected to the payments except foreign officials, it is only logical to conclude that Congress affirmatively chose to exempt this small class of persons from prosecution.

Most likely Congress made this choice because U.S. businesses were perceived to be the aggressors, and the efforts expended in resolving the diplomatic, jurisdictional, and enforcement difficulties that would arise upon the prosecution of foreign officials was not worth the minimal deterrent value of such prosecutions. Further minimizing the deterrent value of a U.S. prosecution was the fact that many foreign nations already prohibited the receipt of a bribe by an official. See S.Rep. No. 114 at 4, 1977 U.S.Code Cong. & Admin.News at 4101 (testimony of Treasury Secretary Blu-menthal that in many nations such payments are illegal). In fact, whenever a nation permitted such payments, Congress allowed them as well. See 15 U.S.C. § 78dd-2(c)(l).

*836Based upon the language of the statute and the legislative history, this Court finds in the FCPA what the Supreme Court in Gebardi found in the Mann Act: an affirmative legislative policy to leave unpunished a well-defined group of persons who were necessary parties to the acts constituting a violation of the substantive law. The Government has presented no reason why the prosecution of Defendants Castle and Lowry should go forward in the face of the congressional intent not to prosecute foreign officials. If anything, the facts of this case support Congress' decision to forego such prosecutions since foreign nations could and should prosecute their own officials for accepting bribes. Under the revised statutes of Canada the receipt of bribes by officials is a crime, with a prison term not to exceed five years, see Criminal Code, R.S.C. c. C-46, s.121 (pp. 81-84) (1985), and the Royal Canadian Mounted Police have been actively investigating the case, apparently even before any arrests by U.S. officials. Defendant Castle’s and Lowry’s Supplemental Memorandum In Support of Motion to Dismiss, filed May 14, 1990, at 10. In fact, the Canadian police have informed Defendant Castle’s counsel that charges will likely be brought against Defendants Castle and Lowry in Canada. Id. at 10 & nn. 3-4. Thus, prosecution and punishment will be accomplished by the government which most directly suffered the abuses allegedly perpetrated by its own officials, and there is no need to contravene Congress’ desire to avoid such prosecutions by the United States.

As in Gebardi, it would be absurd to take away with the earlier and more general conspiracy statute the exemption from prosecution granted to foreign officials by the later and more specific FCPA. Following the Supreme Court’s admonition in an analogous criminal case that “[a]ll laws are to be given a sensible construction; and a literal application of a statute, which would lead to absurd consequences, should be avoided whenever a reasonable application can be given to it, consistent with the legislative purpose,” United States v. Katz, 271 U.S. 354, 357, 46 S.Ct. 513, 514, 70 L.Ed. 986 (1926), the Court declines to extend the reach of the FCPA through the application of the conspiracy statute.

Accordingly, Defendants Castle and Low-ry may not be prosecuted for conspiring to violate the Foreign Corrupt Practices Act, and the indictment against them is DISMISSED.

SO ORDERED.

/s/ Barefoot Sanders

Barefoot Sanders, Chief Judge

United States District Court

Northern District of Texas

BALDOCK, Circuit Judge.

Defendants Thomas K. Welch and David R. Johnson were the President and Senior Vice President, respectively, of the Salt Lake City Bid Committee for the 2002 Olympic Winter Games (SLBC). Community leaders organized the SLBC in the late 1980’s as an I.R.C. § 501(c)(3) not-for-profit corporation under the direction of a board of trustees. The SLBC’s primary purpose was to secure, in cooperation with the United States Olympic Committee (USOC), the right from the International Olympic Committee (IOC) to host the quadrennial Winter Games in Utah.1 The IOC is an “international non-governmental nonprofit organization” based in Lausanne, Switzerland. One of the primary duties of individual IOC members from participating countries is to cast votes to elect the host city for the Olympic Games.2 In June 1995, the IOC awarded the 2002 Olympic Winter Games to Salt Lake City, Utah.3

In July 2000, a federal grand jury indicted Defendants Welch and Johnson on fifteen bribery-related counts of criminal misconduct in connection with the SLBC’s activities in procuring the 2002 Games. Count I of the indictment charged Defendants with conspiracy to defraud the United States by committing numerous bribery-related offenses in violation of 18 *1085U.S.C. § 371. Counts II through V charged Defendants with use of communications in interstate and foreign commerce to facilitate unlawful activity in violation of 18 U.S.C. § 1952(a)(3). Counts VI through X charged Defendants with mail fraud in violation of 18 U.S.C. § 1341. Lastly, Counts XI through XV charged Defendants with wire fraud in violation of 18 U.S.C. § 1343. Upon Defendants’ motion and over a magistrate judge’s contrary recommendations, the district court dismissed the indictment in its entirety. The Government appeals. We exercise jurisdiction pursuant to 18 U.S.C. § 3731. We reverse and remand.

I.

According to the indictment, Salt Lake City began competing for the Olympic Winter Games around 1988. In 1994, the SLBC and USOC jointly executed and filed with the IOC an “Undertaking” in which they agreed to abide by the provisions of the International Olympic Charter and to act in accord with the IOC’s instructions to candidate cities bidding on the 2002 Winter Games. As part of the 2002 bidding process, the IOC distributed a series of instructions to candidate cities and IOC members. IOC members similarly are bound by the Charter and take an oath to remain free from commercial influence. As stated in the indictment, the instructions “limited certain expenditures by candidate cities, created rules concerning visits by IOC members to candidate cities, and placed limitations on the value of gifts ■ and other benefits which could be given to IOC members by and on behalf of candidate cities.”

Meanwhile, between February 1988 and July 1999, Defendants purportedly utilized interstate facilities, contrary to federal law, tó engage in a bribery scheme to “misappropriate and misapply the monies and funds of the SLBC[ ] by diverting SLBC income and by giving ... money and other material benefits to influence IOC members to vote for Salt Lake City to host the Olympic Winter Games[.]” Among other things, the indictment alleges Defendants instructed an SLBC “sponsor” “to make a series of payments to the defendants in cash so that the payments would not appear on the SLBC’s books and records and could be diverted by the defendants for their own personal purposes.”

The indictment alleges Defendants (1) made direct and indirect payments of money and other things of substantial value to IOC members; (2) paid for tuition, living expenses, and spending money for the children and relatives of IOC members; (3) paid for medical expenses of IOC members and their relatives; and (4) paid for personal and vacation travel expenses of IOC members and their relatives. Defendants also purportedly obtained lawful permanent resident alien status for an IOC member’s son through submission of false and misleading documents to immigration authorities. Defendants allegedly conferred valuable benefits upon amenable IOC members totaling approximately $1,000,000 in value.4

*1086According to the indictment, neither the SLBC, its board of trustees, nor its contributors were aware of Defendants’ scheme. Similarly, neither the USOC, IOC, Salt Lake City, State of Utah, nor the United States had any knowledge of Defendants’ activities. The indictment alleges Defendants secretly retained and paid Alfredo La Mont, the USOC’s Director of International Relations, to assist them “in influencing the conduct of IOC members in connection with the IOC’s election” of Salt Lake City to host the Winter Games. To further conceal their illicit activities, Defendants allegedly (1) made payments to IOC members in cash; (2) created and funded a sham program known as the National Olympic Committee Program ostensibly to provide athletes in underprivileged countries with training and equipment; (3) entered into sham contracts and consulting agreements on behalf of the SLBC; (4) recorded payments and benefits which the SLBC provided to IOC members inaccurately in corporate books and records; (5) placed false, fraudulent, and misleading information in SLBC financial records and statements, and (6) failed to disclose material information in public documents.

Based on the foregoing, Count I of the indictment alleges ninety-eight overt acts by one or both Defendants in furtherance of a conspiracy to defraud in violation of 18 U.S.C.- § 371. The conspiracy count is based upon four substantive offenses — the three substantive offenses alleged in the remaining counts of the indictment, and fraud in procuring an alien registration receipt card by false claims and statements in violation of 18 U.S.C. § 1546. Counts. II through V of the indictment each allege one specific instance of Defendants’ use of “a facility in interstate or foreign commerce” with the intent to carry on an “unlawful activity” in violation of 18 U.S.C. § 1952(a)(3). The unlawful activity or predicate offense on which Counts II through V rely is “bribery of various IOC members” in violation of Utah Code Ann. § 76-6-508(l)(a).5 Counts VI through X each allege one instance of Defendants’ use of the United States mail to further their unlawful scheme in violation of 18 U.S.C. § 1341.6 Finally, Counts XI through XV each allege one instance of Defendants’ use of “wire communications in interstate and foreign commerce” to further their unlawful scheme in violation of 18 U.S.C. § 1343.7

*1087II.

Defendants filed a motion to dismiss the indictment in its entirety pursuant to Fed. R.Crim.P. 12 for failure to state a criminal offense. The district court referred Defendants’ motion to a magistrate judge, who after briefing and oral argument, issued two reports and recommendations. See 28 U.S.C. § 636(b)(1). The first report recommended the district court deny Defendants’ motion to dismiss Counts II through V. The second report recommended the court deny Defendants’ motion to dismiss Counts VI through XV.8 Defendants lodged timely objections to both reports. See id. Upon de novo review, the district court rejected the magistrate judge’s recommendations and dismissed the indictment in two stages.

A.

Like the magistrate judge’s first report, the district court’s first order focused exclusively on Counts II through V of the indictment, or the Travel Act counts. Commonly referred to as the Travel Act, 18 U.S.C. § 1952 provides in relevant part:

(a) Whoever ... uses the mail or any facility in interstate or foreign commerce, with intent to—

(3) ... promote, manage, establish, carry on, or facilitate the promotion, management, establishment, or carrying on, of any unlawful activity, and thereafter performs or attempts to perform—

(A) an act described in paragraph ... (3) shall be fined under this title, imprisoned not more than 5 years, or both[.]

Id. § 1952(a)(3)(A). Subsection (b) defines “unlawful activity” as, among other things, “bribery ... in violation of the laws of the State in which committed[.]” Id. § 1952(b)(i)(2). In this case, the “unlawful activity” on which the Travel Act counts rely is bribery as defined by Utah Code Ann. § 76-6-508(l)(a). Entitled “Bribery of or receiving bribe by person in- the business of selection, appraisal, or criticism of goods or services,” § 76-6-508(l)(a) provides in relevant part:

(1) A person is guilty of a class A misdemeanor when, without the consent of the ... principal, contrary to the interests of the ... principal:

(a) he confers, offers, or agrees to confer upon the ... agent, or fiduciary of ... [the] principal any benefit with the purpose of influencing the conduct of the ... agent, or fiduciary in relating to his ... principal’s affairs!.]

The district court dismissed the Travel Act counts based upon alternative holdings. The court initially held that § 76-6-508 was an invalid predicate for charging a violation of the Travel Act. The court offered several reasons for its holding. First, the court suggested that “[f|ederal prosecution of this case based upon Utah law does not advance the goals of the Travel Act.” According to the court, “Congress enacted [the Travel Act] to assist states in enforcing their laws against participants in organized crime who use state boundaries to avoid prosecution. A fair reading of the indictment does not reflect *1088that defendants are members of a criminal enterprise, an organized syndicate or a ‘crime family.’ ” (citation omitted). Second, the court relied on a lack of reported Utah cases involving § 76-6-508 outside the employment context to suggest Defendants’ alleged conduct did not violate the Utah bribery statute and thus did not constitute “unlawful activity” as required by the Travel Act. Similarly, the court relied on the lack of prior state prosecutions under the statute to suggest “that Utah does not view such conduct as a prosecuto-rial priority, or even a crime.” Finally, the court suggested the indictment threatened the balance of power between federal and state government. The court stated “neither the history nor the language of the Travel Act would sanction an expansive interpretation that would jeopardize the balance of powers between the state and federal governments when a continuous course of organized criminal conduct is not present and when there is no state enforcement to reinforce.”

In the alternative, the district court held Utah Code Ann. § 76-6-508(l)(a) was unconstitutionally vague as applied to Defendants. According to the court, neither § 76 — 6—508(l)(a)’s language nor its prior applications gave Defendants reasonable notice their alleged conduct was proscribed. Suggesting the sufficiency of the Travel Act counts turned on whether Defendants’ alleged conduct violated § 76-6-508(l)(a), the court phrased the issue as “whether Utah’s commercial bribery statute gave [Defendants] fair warning, in reasonably clear language, that it was criminal to offer inducements and gifts to IOC members to persuade them to vote for Salt Lake City as host for the 2002 Olympic Winter Games.”

To support its alternative holding, the district court focused on three phrases within § 76-6-508(l)(a). First, the court reasoned the phrase “any benefit” was vague because it “leaves defendants to guess” what conduct is proscribed. The court stated “[i]t ... broaches absurdity to believe that the [Utah] legislature intended to criminalize good will gifts or gestures, especially in the context of promoting Salt Lake City and the State of Utah on the world stage to host the Olympic Winter Games.” Second, the court reasoned the phrase “in relating to his ... principal’s affairs” was vague because it did not specify whether the principal must suffer a detriment as a result of the agent’s or fiduciary’s acts. Finally, the court explained the phrase “contrary to the interests of the ... principal” was vague because “[a] subjective evaluation by the defendants, as well as by police and prosecutors, is required to determine what is ‘contrary to the interests’ of the IOC and its members.”

In the end, the district court summarized its view of the indictment’s Travel Act counts: “[U]nder the guise of aiding Utah with its law enforcement, federal prosecutors have co-opted an obscure Utah misdemeanor bribery statute of uncertain and improbable application as the only basis for charging defendants with four federal Travel Act felonies.” Given its view, the court refused to “speculate that the Utah legislature intended Utah’s commercial bribery statute to apply to defendants’ alleged conduct in seeking to bring the Olympic Winter Games to Salt Lake City and Utah.”

B.

The district court’s second order addressed Counts VI through XV of the indictment, or the mail and wire fraud counts. The mail and wire fraud statutes, 18 U.S.C. §§ 1341 and 1343 respectively, proscribe the use of mail and wire to fur*1089ther a “scheme or artifice to defraud.”9 In its second order, the court independently sustained the mail and wire fraud counts, and recognized those counts’ “alternative property theories,” namely that Defendants contrived a scheme with the intent to defraud the SLBC of (1) “actual property,” (2) “its right to control how its property was used,” and (3) “its right to defendants’ honest services.” 10 The court also sustained Count I of the indictment, the conspiracy count, to the extent it relied on the mail and wire fraud charges.

Nevertheless, the district court held its prior dismissal of the Travel Act counts required dismissal of the conspiracy, mail, and wire fraud counts as well. The court reasoned the grand jury’s decision to indict Defendants on the Travel Act counts may have influenced its decision to indict them on the remaining counts. The court noted each count of the indictment alleged the same bribery scheme:

An analysis of the conspiracy, mail and wire fraud charges indicates that the fraud scheme charged by the grand jury relies heavily on allegations that defendants bribed IOC members unlawfully in order to win the Olympic Winter Games. Review of the indictment reflects inflammatory allegations of bribery in violation of Utah law, unlawful bribery, misappropriation of money and like characterizations.

The court concluded these allegations were so prevalent and interrelated that they could not be segregated and stricken without improperly amending the indictment in violation of the Fifth Amendment’s grand jury guarantee.

III.

On appeal, the Government challenges all adverse aspects of the district court’s two orders dismissing the indictment. Defendants, of course, defend those same aspects of the orders. Recognizing that we may affirm on any ground supported by the record, Defendants offer additional arguments which they presented to the district court. See United States v. Lott, 310 F.3d 1231, 1242 n. 7 (10th Cir.2002). Most notably, Defendants argue they are entitled to dismissal of the Travel Act counts as a matter of law because under Swiss law, an IOC member is not an “agent or fiduciary” of the IOC as required to support a charge under Utah Code Ann. § 76-6-508(l)(a). Defendants further argue the conspiracy, mail, and wire fraud counts, viewed apart from the Travel Act counts, fail to state an offense.

We review the sufficiency of an indictment and issues of statutory inter*1090pretation involved therein de novo. See United States v. Giles, 213 F.3d 1247, 1248-49 (10th Cir.2000).- Where a defendant challenges the sufficiency of an indictment for failure to state an offense, a court generally is bound by the factual allegations contained within the four corners of the indictment. See United States v. Hall, 20 F.3d 1084, 1087 (10th Cir.1994).11 “An indictment should be tested solely on the basis of the allegations made on its face, and such allegations are to be taken as true. Courts should refrain from considering evidence outside the indictment when testing its sufficiency.” Id. (citation omitted). An indictment is sufficient if it sets forth the elements of the offense charged, puts the defendant on fair notice of the charges against which he must defend, and enables the defendant to assert a double jeopardy defense. See United States v. Avery, 295 F.3d 1158, 1174 (10th Cir.2002). We begin our review of the indictment with an analysis of its Travel Act counts.

A.

Concerned with state and local governments’ inability to cope with the interstate nature of complex criminal enterprises, Congress enacted the Travel Act as part of the Attorney General’s 1961 legislative program directed against “organized crime.” See Perrin v. United States, 444 U.S. 37, 41, 100 S.Ct. 311, 62 L.Ed.2d 199 (1979). The Travel Act “impose[s] criminal sanctions upon the person whose work takes him across State or National boundaries in aid of certain ‘unlawful activities.’ ” H.R.Rep. No. 966, at 4 (1961), reprinted in 1961 U.S.C.C.A.N. 2664, 2666 (letter from Attorney General Robert F. Kennedy to the Speaker of the House of Representatives). The Travel Act is, “in short, an effort to deny individuals who act [with the requisite] criminal purpose access to the channels of commerce.” Erlenbaugh v. United States, 409 U.S. 239, 246, 93 S.Ct. 477, 34 L.Ed.2d 446 (1972).

As set forth by the Act’s plain language, the elements necessary to sustain a Travel Act conviction are (1) travel in interstate or foreign commerce or use of the mail or any facility in interstate or foreign commerce, (2) with the intent to promote, manage, establish, carry on, or facilitate the promotion, management, establishment, or carrying on, of any unlawful activity, and (3) performance of or an attempt to perform an act of promotion, management, establishment, or carrying on of the enumerated unlawful activity. 18 U.S.C. § 1952(a)(3). The district court never suggested the Travel Act counts fail to allege the foregoing elements, and neither have Defendants. Instead, the concern focuses largely on whether the Utah Commercial Bribery Statute legitimately defines the “unlawful activity” required for this Travel Act prosecution.

1.

In Perrin the Supreme Court upheld the Travel Act conviction of a defendant who, with two other individuals, engaged in a scheme to steal confidential data from a geological exploration company. The three sought to bribe a company employee as proscribed by Louisiana state law. The Court held: “Congress intended ‘bribery ... in violation of the laws of the State in which committed’ to encompass conduct in violation of state commercial bribery statutes” Perrin, 444 U.S. at 50, 100 S.Ct. 311. Given both its title and language, we safely may label Utah Code *1091Ann. § 76-6-508 a “state commercial bribery statute.” After Perrin, the proposition that § 76-6-508, if constitutionally drawn, may serve as a predicate for a Travel Act violation appears unremarkable. Yet the district court offered multiple reasons why, apart from § 76 — 6—508(l)(a)’s actual language, that proposition did not apply in this case.

a.

First, the district court concluded the Travel Act counts are insufficient because they fail to allege Defendants are members of a criminal enterprise or organized crime. Neither § 1952’s language nor, since Perrin, the case law construing it support the district court’s conclusion. See United States v. Dailey, 24 F.3d 1323, 1329 (11th Cir.1994) (noting the “widespread use of the Travel Act in federal prosecutions and judicial approval of its applications to offenses not associated with organized crime”). Indeed, the prosecution in Perrin of an apparently isolated bribery scheme is more analogous to Defendant’s prosecution in this case than to an “organized crime” prosecution. By its plain language, “ § 1952 imposes penalties upon any individual crossing state lines or using interstate facilities for any of the statutorily enumerated offenses.” United States v. Nardello, 393 U.S. 286, 293, 89 S.Ct. 534, 21 L.Ed.2d 487 (1969). As we stated nearly two decades ago in United States v. Davis, 780 F.2d 838, 843 (10th Cir.1985): “While we recognize that the legislative history of the Travel Act indicates it was aimed at combating organized crime, it has been clearly established that its reach is not limited to that end.” (citing Erlenbaugh, 409 U.S. at 247 n. 21, 93 S.Ct. 477); com/pare H.J. Inc. v. Northwestern Bell Tel. Co., 492 U.S. 229, 243-49, 109 S.Ct. 2893, 106 L.Ed.2d 195 (1989) (declining to limit RICO’s reach despite its purpose to fight organized crime).

Similarly, where bribery is the predicate offense in a § 1952 prosecution, neither the Act’s language nor the case law construing it support the district court’s conclusion that such bribery must be part of a criminal or business enterprise. The Travel Act’s definition of “unlawful activity” set out in subsection (b) includes two relevant subparts. Subpart (i)(l) defines “unlawful activity” as “any business enterprise involving gambling, liquor on which the Federal excise tax has not been paid, narcotics or controlled substances ..., or prostitution offenses in violation of the laws of the State in which they are committed or of the United States[.]” 18 U.S.C. § 1952(b)(i)(l). Subpart (i)(2) defines “unlawful activity” as “extortion, bribery, or arson in violation of the laws of the State in which committed or of the United States[.]” Id. § 1952(b)(i)(2). Unlike subpart (i)(l), conspicuously absent from subpart (i)(2)’s definition is any requirement that bribery be part of a business enterprise. Clearly, “the language of the Act reflects an intent to treat extortion, bribery, and arson differently from gambling, liquor, narcotics, and prostitution offenses.” United States v. Wander, 601 F.2d 1251, 1258 (3d Cir.1979) (noting the uniformity among the courts of appeals in holding the business enterprise limitation does not apply to subpart (i)(2)). Provided a sufficient interstate nexus, the Government may rely on a single act of bribery to establish a Travel Act violation. See United States v. Gooding, 473 F.2d 425, 427 (5th Cir.1973).12

*1092b.

Second, the district court’s reliance on the lack of reported cases involving Utah Code Ann. § 76-6-508 outside the employment context, and more specifically, the lack of Utah state prosecutions under the present allegations is misplaced. These observations have no bearing on the question of whether § 76-6-508(l)(a) properly characterizes Defendants’ alleged activity as bribery. The predicate offense, ie., the “unlawful activity,” in a Travel Act prosecution serves only to define the accused’s conduct. See United States v. Davis, 965 F.2d 804, 809-10 (10th Cir. 1992). The Travel Act proscribes not the unlawful activity per se, but the use of interstate facilities with the requisite intent to promote such unlawful activity. See United States v. Millet, 123 F.3d 268, 277-78 (5th Cir.1997).

An actual violation of § 76-6-508(l)(a) is not an element of the alleged Travel Act violations in this case and need not have occurred to support the Government’s § 1952 prosecution. See Davis, 965 F.2d at 809-10; see also United States v. Loucas, 629 F.2d 989, 991-92 (4th Cir.1980) (“ ‘[Ajccomplishment of the State substantive offense is not a prerequisite to a § 1952 conviction.’ ”) (quoting McIntosh v. United States, 385 F.2d 274, 277 (8th Cir. 1967)); compare 18 U.S.C. § 1961(1)(A) (" ‘racketeering activity’ means ... any act or threat involving bribery ... chargeable under State law”). Consistent with this view, no court to our knowledge has ever held the underlying elements of the predicate offense need be alleged as part of a Travel Act charge. The Act requires only that Defendants intended “to promote ...” or “facilitate the promotion ...” of the predicate state offense. For instance, an individual may violate the Travel Act simply by attempting to perform a specified “unlawful act” so long as that individual has the requisite intent required by the “unlawful act.” See United States v. Jones, 909 F.2d 533, 539 (D.C.Cir.1990).

Moreover, viewing a prosecutor’s failure to utilize a penal statute in a particular instance as a guide to statutory construction finds no support in law. “[Executive branch policy judgments about the desirability of certain types of prosecutions ... are not guided solely by the language of the statute.” United States v. Piervinanzi, 23 F.3d 670, 683 (2d Cir.1994). Such judgments rest within a prosecutor’s sound discretion. That discretion may not be guided by the language of the statute at all, but by other considerations. Even if a prosecutor’s silence said anything about the meaning of a penal statute, which it does not, we “have never thought that the *1093interpretation of those charged with prosecuting criminal statutes is entitled to deference.” Crandon v. United States, 494 U.S. 152, 177, 110 S.Ct. 997, 108 L.Ed.2d 132 (1990) (Sealia, J. concurring); accord Dolfi v. Pontesso, 156 F.3d 696, 700 (6th Cir.1998). Separation of power concerns and the recognized role of courts as final arbiters of what the law is clearly dictate this conclusion. See Norman J. Singer, Sutherland Statutory Construction § 5A:11 at 498-99 (6th ed.2002) (noting that “courts have quite uniformly held that the judiciary is not bound by an attorney general’s opinion”).

c.

Finally, due to misplaced federalism concerns over the Government’s prosecution, the district court refused to give the Travel Act what it labeled an “expansive interpretation.” In discounting those same concerns over twenty years ago, the Supreme Court explained that Congress in enacting the Travel Act—

employed its now familiar power under the Commerce Clause of the Federal Constitution to prohibit activities of traditional state and local concern that also have an interstate nexus.... Because the offenses are defined by reference to existing state as well as federal law, it is clear beyond doubt that Congress intended to add a second layer of enforcement supplementing what it found to be inadequate state authority and state enforcement.

Perrin, 444 U.S. at 42, 100 S.Ct. 311. The Court recognized that “so long as the requisite interstate nexus is present, [§ 1952] reflects a clear and deliberate intent on the part of Congress to alter the federal-state balance[.]” Id. at 50, 100 S.Ct. 311. Because the Travel Act was within Congress’ constitutional prerogative to enact, commercial bribery coupled with a sufficient interstate nexus is a matter of federal concern. See United States v. LeFaivre, 507 F.2d 1288, 1294 (4th Cir.1974). Accepting the indictment’s factual allegations as true, the interstate nexus in this case is not only adequate, but substantial. Thus, the district court’s federalism concerns are unwarranted.

In its order dismissing the indictment’s Travel Act counts, the- district court narrowly perceived the indictment as the Government’s attempt to assert jurisdiction over a matter- of purely state and local concern. Cf. United States v. Ferber, 966 F.Supp. 90, 105-07 (D.Mass.1997) (making similar policy argument). Yet even apart from the Travel Act’s mandate to deny criminals access to the channels of interstate commerce, this prosecution is very much a matter of federal concern. The Olympic Games are hardly an insular event. The 2002 Winter Olympic Games were an international event hosted by Salt Lake City, Utah and the United States. As the representative of the United States before the international Olympic community and the entity responsible for selecting Salt Lake City to bid on the Winter Games, the USOC, on behalf of the United States and through the Justice Department, has an undeniable interest in denouncing corruption in the selection process for the host city of the Olympic Games.

2.

Broader concerns resolved, we turn next to the language of Utah Code Ann. § 76-6-508, and in particular, subsection (l)(a), to determine whether the Utah commercial bribery statute’s “definition” of bribery is unconstitutionally vague. Bribery occurs under § 76-6-508(l)(a) when an individual “without the consent of the ... principal, contrary to the interests of the ... principal ... confers, offers, or agrees to confer *1094upon the ... agent or fiduciary of a[ ] ... principal any benefit with the purpose of influencing the conduct of the ... agent, or fiduciary in relating to his ... principal’s affairs[.]” Id. § 76-6-508(a)(l).

Focusing primarily on the phrases “any benefit,” “in relating to,” and “contrary to the interests of,” the district court concluded the Utah statute’s language failed to provide Defendants with fair notice that their “bid-seeking efforts” constituted “unlawful activity” within the meaning of the Travel Act. Consequently, the court held § 76-6-508(l)(a) unconstitutionally vague, proffering an additional basis why the statute could not serve as' the predicate offense for the indictment’s Travel Act counts. Our analysis of the Utah statute as applied to the indictment in this case persuades us the district court failed to narrow its inquiry consistent with the proper constitutional standard, and thus erred in its holding.

When considering a vagueness challenge to a penal statute, courts begin with the presumption that the statute comports with the requirements of federal due process and “must be upheld unless satisfied beyond all reasonable doubt that the legislature went beyond the confines of the Constitution.” United States v. LaHue, 261 F.3d 993, 1004 (10th Cir.2001) (internal quotations omitted). The Constitution does not impose “[i]mpossible standards of specificity” upon legislatures. Jordan v. De George, 341 U.S. 223, 231, 71 S.Ct. 703, 95 L.Ed. 886 (1951). Courts should remain ever mindful that “general statements of the law are not inherently incapable of giving fair and clear warning.” United States v. Lanier, 520 U.S. 259, 271, 117 S.Ct. 1219, 137 L.Ed.2d 432 (1997). “Due process requirements are not ‘designed to convert into a constitutional dilemma the practical difficulties in drawing criminal statutes both general enough to take into account a variety of human conduct and sufficiently specific to provide fair warning that certain kinds of conduct are prohibited.’” Id. at 271, 117 S.Ct. 1219 (quoting Colten v. Kentucky, 407 U.S. 104, 110, 92 S.Ct. 1953, 32 L.Ed.2d 584 (1972)).

Realistically, “ ‘most statutes ... deal with the untold and unforeseen variations on factual situations and the practical necessities of discharging the business of government inevitably limit the specificity with which legislatures can spell out prohibition.’ ” United States v. Agnew, 931 F.2d 1397, 1404 (10th Cir.1991) (quoting Boyce Motor Lines, Inc. v. United States, 342 U.S. 337, 340, 72 S.Ct. 329, 96 L.Ed. 367 (1952)). Consistent with this view, judicial review of a penal statute generally is restricted to consideration of the statute as applied in a particular case, provided the statute does not threaten to chill the exercise- of constitutional rights. See United States v. Saffo, 227 F.3d 1260, 1270 (10th Cir.2000). Because the Utah commercial bribery statute does not implicate constitutional rights, we will not generalize beyond the conduct alleged in the indictment.

Utah Code Ann. § 76-6-508(l)(a) is unconstitutionally vague as applied to Defendants only if its language “fails to provide people of ordinary' intelligence a reasonable opportunity to understand” that Defendants’ conduct, as alleged in the indictment, was proscribed. Hill v. Colorado, 530 U.S. 703, 732, 120 S.Ct. 2480, 147 L.Ed.2d 597 (2000). In making that determination, we interpret the statute consistent with Utah state law. See United States v. Gaudreau, 860 F.2d 357, 361 (10th Cir.1988). Unfortunately, the Utah Supreme Court has not addressed the constitutionality of § 76-6-508. The court has, however, provided useful principles to assist us in addressing that question:

When interpreting statutes our primary goal is to evince the true intent *1095and purpose of the legislature. We discern legislative intent and purpose by first looking to the “best evidence” of its meaning, which is the plain language of the statute itself. When examining the statutory language, we assume the legislature used each term advisedly and in accordance with its ordinary meaning.

State v. Martinez, 52 P.3d 1276, 1278 (Utah 2002) (internal quotations and citations omitted). Where the words of a statute are unambiguous, the Utah Supreme Court “has a long history of relying on dictionary definitions to determine plain meaning.” State v. Redd, 992 P.2d 986, 990 (Utah 1999) (relying on dictionary definition of “remove” as used in a penal statute).

a.

The district court concluded the words “any benefit” were “inherently ambiguous because the breadth of the language encompasses all gifts including expressions of courtesy such as good will gifts.” We agree with the district court that “it ... broaches absurdity to believe the [Utah] legislature intended to criminalize good will gifts and gestures, especially in the context of promoting Salt Lake City and the State of Utah on the world stage to host the Olympic Winter Games.” Neither § 76-6-508(l)(a), nor the indictment, however, in any way seek to criminalize “good will gifts and gestures.” Webster’s Third New Int'l Dictionary 979 (1981) (hereinafter “Webster’s ”) defines “good will” as “a will acting freely from pure disinterested motives.” Utah Code Ann. § 76-6-508(l)(a), in clear contrast, requires a defendant confer or agree to confer a “benefit” upon the agent or fiduciary of a principal “with the purpose of influencing the conduct of the ... agent, or fiduciary in relating to his ... principal’s affairs[.]” (emphasis added). The district court failed to appreciate the limiting effect of § 76-6-508(l)(a)’s mens rea requirement on the phrase “any benefit” and on the statute as a whole.

To establish Defendants’ violation of the Travel Act, the Government must prove, among other things, that Defendants acted with a culpable state of mind. The Travel Act requires an act “with intent to ... promote ... or facilitate the promotion ... of any unlawful activity!.]” The “unlawful activity” in this case, bribery under § 76-6-508(l)(a), requires an act “with the purpose of influencing ... conduct[.]” Both statutes require the Government prove Defendants acted with a higher level of culpability than mere knowledge.13 The Travel Act requires a specific “intent to ... promote^]” See United States v. James, 210 F.3d 1342, 1345 (11th Cir.2000) (Travel Act violation is a specific intent crime); see also United States v. Hall, 536 F.2d 313, 329-30 (10th Cir.1976) (approving a specific intent instruction on a Travel Act charge). In other words, the Travel Act requires a defendant act not only with knowledge of what he is doing, but also with the objective of promoting some unlawful activity. See United States v. Blair, 54 F.3d 639, 642 (10th Cir.1995) (“A specific intent crime is one in which an act was committed voluntarily and purposely with the specific intent to do something the law forbids.”) (internal quotations omitted). Meanwhile, § 76-6-508(1)(a) requires a purposeful act. A person acts purposely if he consciously desires his conduct bring about a particular result, whatever the actual likelihood of that result. See United *1096 States v. Bailey, 444 U.S. 394, 404, 100 S.Ct. 624, 62 L.Ed.2d 575 (1980). As the Court explained in Bailey, acting with a purpose and with a specific intent are much the same. Id. at 403-407, 100 S.Ct. 624.14

A vagueness challenge to a penal statute based on insufficient notice rarely succeeds where the requisite mental state is one of purpose or specific intent. The Supreme Court “has long recognized that the constitutionality of a vague statutory standard is closely related to whether that standard incorporates a requirement of mens rea.” Colautti v. Franklin, 439 U.S. 379, 395, 99 S.Ct. 675, 58 L.Ed.2d 596 (1979), limited on other grounds by Webster v. Reproductive Health Servs., 492 U.S. 490, 109 S.Ct. 3040, 106 L.Ed.2d 410 (1989). The Court explained nearly sixty years ago that “where the punishment imposed is only for an act knowingly done with the purpose of doing that which the statute prohibits, the accused cannot be said to suffer from lack of warning or knowledge that the act which he does is a violation of law.” Screws v. United States, 325 U.S. 91, 102, 65 S.Ct. 1031, 89 L.Ed. 1495 (1945) (plurality); accord United States v. Stewart, 872 F.2d 957, 959 (10th Cir.1989). This is so because to meet the statute’s mens rea requirement, a defendant must consciously behave in a way the law prohibits, “and such conduct is a fitting object of criminal punishment.” United States v. United States Gypsum Co., 438 U.S. 422, 445, 98 S.Ct. 2864, 57 L.Ed.2d 854 (1978).15

Contrary to the district court’s conclusion, no construction of § 76-6-508(l)(a) as applied to the allegations of the Travel Act counts could encompass those who confer or attempt to confer “benefits” upon an agent or fiduciary without unlawful purpose. The district court expressed concern that the words “any benefit” “leaves defendants to guess whether such gestures as transporting IOC members to and from the airport is sanctioned by § 76-6-508, but providing dinner for them is not; whether providing dinner is legal under the statute, but providing lodging is not; and so on and so forth.” In doing so, the court went well beyond the four corners of the indictment to hypothetical “benefits” which § 76-6-508(l)(a) may or may not proscribe. See Hill, 530 U.S. at 733, 120 *1097S.Ct. 2480 (rejecting “hypertechnical theories” as to what a penal statute covered).

Counts II, III, and IV of the indictment allege Defendants made or caused to be made international wire transfers in the amounts of $12,000, $1,000, and $15,000 respectively. Those counts further allege Defendants made those transfers to three IOC members with the “intent to ... promote ... or facilitate the promotion” of the crime of bribery as defined by § 76-6-508(a)(1). Count V alleges Defendants received an interstate fax from Alfredo La Mont, the USOC representative Defendants allegedly retained to assist them in their bribery scheme. That count further alleges Defendants received the fax with the “intent to ... promote ... or facilitate the promotion” of the crime of bribery as defined by § 76-6-508(l)(a).

At trial, Defendants will be free to argue before the jury that they facilitated these transfers and correspondence,' if proven, absent the requisite intent to promote bribery. Absent proof of an intent to influence conduct, Defendants’ use of interstate and international channels of commerce would not promote the designated “unlawful activity” as required by 18 U.S.C. § 1952(a). See Jones, 909 F.2d at 538-39 (proper Travel Act instruction “fully incorporates the elements of the relevant state law offense into the definition of the Travel Act violation”). That argument, however, is premature because at this stage we accept the indictment’s allegations as true.

Employing much the same rationale as the district court, Defendants suggest “most gifts given to persons in a position to make decisions have, at some level, an intent to influence those persons, but not all of those gifts are unlawful.” (emphasis added). Defendants add the Government does not “suggest that all benefits given with the intent to influence IOC members were bribes.” (emphasis added). Neither § 76-6-508(l)(a) nor the indictment, however,- concerns itself with “most gifts” and “all benefits.” The indictment plainly states that certain expenditures, gifts, and other benefits tendered to IOC members were within IOC guidelines and permissible. The indictment does not oppose Defendants’ undertaking on behalf of the SLBC to persuade IOC members, within the bounds of the law, as to the merits of their cause.

Instead, the indictment alleges Defendants clandestinely employed interstate and international channels of commerce to assist them in conferring direct and indirect cash payments and other benefits on IOC members “with the purpose of influencing” those members to cast their votes for Salt Lake City — not on the basis of the city’s merits as mandated by the IOC, but on the basis of the members’ personal gain. In other words, the indictment alleges Defendants used the channels of commerce to promote bribery, “a concept well-understood by the ordinary person.” Gaudreau, 860 F.2d at 363 (rejecting a constitutional challenge to Colorado’s commercial bribery statute when used as a predicate for a RICO prosecution). Defendants, like the district court, improperly wander beyond the four corners of the indictment to argue their case. Speculation about the vagueness of § 76-6-508(l)(a) in hypothetical situations is inadequate to sustain an attack on a Utah statute which surely applies to the conduct alleged in the indictment. See Sajfo, 227 F.3d at 1270 (“One to whose conduct a statute clearly applies may not successfully challenge it for vagueness.”).

The district court’s oft-repeated view that the Utah legislature could not have intended § 76-6-508(l)(a) to encompass Defendants’ alleged conduct finds no support in law. While we seriously doubt the *1098Utah legislature would endorse a “win at all costs” approach in regard to the Olympic Winter Games, whether it might is irrelevant. Nothing in the applicable law, i.e., the language of the Utah statute, its sparse legislative history, or the few cases construing it, binds us to such a proposition. As we earlier explained, “most statutes ... deal with the untold and unforeseen variations on factual situations[.]” Agnew, 931 F.2d at 1404 (internal quotations omitted). Section 76-6-508(l)(a) is no exception. Due process does not limit application of penal statutes to factual situations similar to prior precedents. Lanier, 520 U.S. at 269, 117 S.Ct. 1219. The “touchstone” for due process is whether § 76-6-508(l)(a), “either standing alone or as construed, made it reasonably clear at the relevant time that [Defendants’] conduct was criminal.” Id. at 267, 117 S.Ct. 1219. We conclude § 76-6-508(l)(a), and more specifically its subject — “any benefit” — is not unconstitutionally vague as applied to Defendants.

b.

The district court next reasoned the phrase “in relating to his ... principal’s affairs” was unduly vague because it left one to guess whether the principal need suffer some detriment and was thus “susceptible to two distinct interpretations.”16 The requirement that one must intend to influence an agent’s or fiduciary’s conduct “in relation to” his principal’s affairs consistently appears in state commercial bribery statutes. See United States v. Parise, 159 F.3d 790, 804 n. 1 (3d Cir.1998) (Garth, J., dissenting) (citing twenty-one state codes). Section § 76-6-508(l)(a) is unique in that it uses the phrase “in relating to” instead of “in relation to.” But we discern no meaningful difference between the two phrases and none is suggested. See id. (including § 76-6-508(l)(a) in state code citations). The Supreme Court has described the phrase “in relation to” as “expansive .... According to Webster’s, ‘in relation to’ means ‘with reference to’ or ‘as regards.’ ” Smith v. United States, 508 U.S. 223, 237, 113 S.Ct. 2050, 124 L.Ed.2d 138 (1993) (quoting “Webster’s New International Dictionary, at 2102”). No court to our knowledge has ever held such words incapable of conveying sufficient understanding in the bribery context.

Despite the district court’s concern, § 76-6-508(l)(a)’s language does not require the principal actually “suffer some detriment.” Cf. Parise, 159 F.3d at 798-801 (refusing to read into Pennsylvania’s commercial bribery statute a requirement that the agent acted against the principal’s interest). Such a reading of the statute might attribute to the Utah legislature the unexpressed intent to limit § 76-6-508(l)(a)’s reach to instances where the ultimate outcome harmed the principal. See Bailey, 444 U.S. at 406-07, 100 S.Ct. 624 (recognizing the criminal justice system “could easily fall of its own weight if courts ... become obsessed with hairsplitting distinctions that [the legislature] neither stated nor implied when it made the conduct criminal”). Certainly the selection of Salt Lake City to host the 2002 Olympic Winter Games, in itself, was not *1099detrimental to the IOC. The-Games, by all accounts, were a success. Section 76-6-508(l)(a), however, proscribes conduct spawned by a corrupt intent to compromise an agent’s duty of loyalty to the principal. Purposeful conduct designed to compromise this duty of loyalty is the harm at which the statute is aimed. We conclude that whatever the exact contours of § 76-6-508(l)(a)’s “in relating-to” language, the conduct which Defendants allegedly sought to influence in this case, i.e., IOC members’ votes, undoubtedly “relates to” the IOC’s “affairs.”

c.

The court further reasoned the phrase “contrary to the interests of the ... principal” was unduly vague because “[a] subjective evaluation by the defendants ... is required to determine what is ‘contrary to the interests’ of the IOC and its members.” Consistent with the statute’s aim to protect the duty of loyalty, § 76-6-508(l)(a) does not require that the principal suffer some detriment. Rather, the statute requires only that the proscribed conduct be “contrary to the interests of’ the principal, or in other words, opposed to the principal’s concerns.17 See Webster’s, supra at 495, 1178 (defining the terms “contrary” and “interest” respectively).

The IOC’s interest is not limited to the desirability of the chosen site as the district court suggested. The IOC clearly has an interest in the fairness of the bidding process as evidenced by, among other things, the Olympic Charter. As stated in the indictment: “The Olympic Charter prohibited IOC members from accepting from governments, organizations, or other legal entities or natural persons, any mandate liable to bind them or interfere with their -freedom of action and vote.” Fairness in the site selection process depends on the undivided loyalty of IOC members to the IOC — a loyalty critical to the IOC’s mission. See Report of the IOC ad hoc Commission to Investigate the Conduct of Certain IOC Members and to Consider Possible Changes in the Procedures for the Allocation of the Games of the Olympiad and Olympic Winter Games (1999). We believe a person of ordinary intelligence would understand that Defendants’ alleged conduct was “contrary to the interest of’ the IOC.

To the extent, if any, the phrase “contrary to the interest of’ requires “subjective evaluation by the defendants,” it is like the myriad of other phrases appearing in § 76-6-508(l)(a) with which the district court found fault. “ ‘[T]he law is full of instances where a man’s fate depends on his estimating rightly, that is, as the jury subsequently estimates it, some matter of degree.’ ” United States v. Villano, 529 F.2d 1046, 1055 (10th Cir.1976) (quoting Nash v. United States, 229 U.S. 373, 377, 33 S.Ct. 780, 57 L.Ed. 1232 (1913)). -What the district court failed to recognize in analyzing the phrase “contrary to the interest of,” as well as § 76-6-508(1)(a)’s other phrases, is that — . *1100[l]aws cannot define the boundaries of impermissible conduct with mathematical certainty.... “The precise course of the [boundary] may be uncertain, but no one can come near it without knowing that he does so, if’ he thinks, and if he does so it is familiar to the criminal law to make him take the risk.”

Gaudreau, 860 F.2d at 363 n. 17 (quoting United States v. Wurzbach, 280 U.S. 396, 399, 60 S.Ct. 167, 74 L.Ed. 608 (1930)). “Nor is it unfair to require that one who deliberately goes perilously close to an area of proscribed conduct shall take the risk that he may cross the line.” Boyce Motor Lines, 342 U.S. at 340, 72 S.Ct. 329.

We do not suggest Defendants have violated the Travel Act or even come “perilously close” to violating it, although the indictment plainly supports the former view. That ultimately is for a jury to decide. What we decide is that the statutory definition of “unlawful activity,” ie., Utah Code Ann. § 76-6-508(l)(a), on which the indictment’s Travel Act counts rely, conveyed sufficiently clear warning to Defendants as to the criminal nature of their alleged conduct when measured by common understanding and practices. See Villano, 629 F.2d at 1055; see also Gaudreau, 860 F.2d at 359 n. 2 (noting that state “commercial bribery statutes have been uniformly upheld in the face, of vagueness challenges”). The possibility Defendants, sophisticated businessmen, would misunderstand the unremarkable proposition that their use of the channels of commerce in the manner alleged might promote, in violation of the Travel Act, the “unlawful activity” of bribery as defined by § 76-6-508(l)(a) seems remote. See Hill, 530 U.S. at 732-33, 120 S.Ct. 2480. That possibility becomes still more remote when considering the indictment’s allegations as to Defendants’ concerted efforts to conceal their conduct. See supra at 1086; see also United States v. Rybicki, 287 F.3d 257, 264 (2d Cir.2002) (noting that a mail iraud defendant’s efforts to avoid detection by omitting information from financial records was “indicative of consciousness of guilt”).18

3.

Although Defendants raised the issue, one aspect of § 76-6-508(l)(a) upon which the district court declined comment involves the requisite relationship of principal and agent. Defendants argue that because the requisite relationship did not exist between the IOC and its members, or, in the alternative, because Defendants could not reasonably have understood such a relationship existed, we should uphold the district court’s dismissal of the Travel Act counts. See Fed.R.Crim.P. 12(b). According to Defendants, “[t]here is no application of law to facts which transforms this membership organization [the IOC] into a ‘principal’ and its members into ‘agents’ or ‘fiduciaries.’ ” Assuming the Government meets its evidentiary burden at trial, we *1101conclude resolution of this argument, like other arguments aimed at § 76-6-508(l)(a)’s language, is properly left to a jury applying the applicable law to the facts of this case.

a.

Defendants argue the question of whether an IOC member is an agent or fiduciary of the IOC “is answered by looking first to the law of the country in which the IOC is organized to determine what rights and obligations Swiss law imposes on this Swiss organization and its members.” Defendants present the affidavit of Dr. Wolfgang Wiegand, an “expert in Swiss law.”19 Based upon certain presumptions, Dr. Wiegand opines that Swiss law would not recognize IOC members as agents or fiduciaries of the IOC “as defined by the Utah Commercial Bribery Statute.”

We reemphasize that Federal law, not Swiss law, governs whether Defendants’ alleged conduct violated the Travel Act. Thus, federal law, albeit reliant upon definitions derived from state law, governs whether an IOC member is an agent or fiduciary of the IOC.

It must be made clear that 18 U.S.C. § 1952 charges a Federal crime, and Federal courts are required to consider every element of the crime and every issue raised under each element. The law involved is Federal law, and all issues raised thereunder become Federal law issues. If necessary to the resolution of a § 1952 case, a Federal court may interpret state law, but it does so as one step in the process of properly interpreting a Federal criminal statute.

United States v. D’Amato, 436 F.2d 52, 54 (3d Cir.1970).

Testimony on the rights and obligations Swiss law imposes on the IOC and its members may be relevant in determining whether such rights and obligations create an agency or fiduciary relationship between the IOC and its members under Utah Code. Ann. § 76-6-508(l)(a). Evidence that addresses the facts and circumstances of the IOC relationship to its members under Swiss law would potentially be relevant, as would evidence of the IOC’s and its members’ understanding of that relationship. This is so because to prove IOC members acted as agents of the IOC as required by Utah Code Ann. § 76-6-508(l)(a), the Government must establish the IOC manifested that its members could act for it, the members accepted this, and both parties understood this arrangement. See Wardley Corp. v. Welsh, 962 P.2d 86, 89 (Utah App.1998). Similarly, to prove IOC members acted as fiduciaries of the IOC, the Government must establish that IOC members were in a position superior to the IOC, had a duty to act on its behalf, and had authority to alter the legal relations between the IOC and third parties, or to control the property, interests, or authority of the IOC. See First Sec. Bank v. Banberry Dev. Corp., 786 P.2d 1326, 1333 (Utah 1990).

Although Dr. Wiegand’s opinion as to whether, for example, IOC members under Swiss law had authority to alter legal relationships between the IOC and third parties, could indeed be relevant, his con-clusory opinion that Swiss law would not recognize IOC members as agents or fiduciaries (i.e., applying the Swiss law standard of “agent” or “fiduciary”) is not relevant in determining whether federal law via the Utah Commercial Bribery Statute *1102would do so. To conclude otherwise might very well result in largely disinterested foreign law sheltering from Travel Act prosecution international criminal elements doing business within and without the United States. Sanctioning such shelter would frustrate the significant federal interest in protecting interstate channels of commerce from persons whose criminal activities take them “across State or National boundaries!!.]’ ” 20 H.R.Rep. No. 966 at 4 (emphasis added).

b.

Consistent with the Travel Act’s mandate, we look to Utah law to provide us with the federal definition of “bribery” applicable in this case. Utah Code Ann. § 76-6-508(l)(a) requires that the recipient of the “benefit” be an “agent” or “fiduciary” of a “principal.” The Utah Supreme Court, in a civil law context, defines “agent” as a person authorized by another to “ ‘act on his behalf and subject to his control.’ ”21 Gildea v. Guardian Title Co., 970 P.2d 1265, 1269 (Utah 1998) (quoting Restatement (Second) of Agency § 1 (1958)).22 “Whether an agency relationship exists depends upon all the facts and circumstances of the case.” Id. Where evidence as to the alleged agent’s authority and/or principal’s control is disputed or reasonable inferences drawn from the evidence may differ, the question of whether an agency relationship exists is one of fact for the jury. See Mecham v. Consolidated Oil & Transp., Inc., 53 P.3d 479, 482 (Utah App.2002); see also William A. Gregory, The Law of Agency and Partnership § 2 at 4 (3d ed.2001).

Similarly, the existence of a fiduciary relationship in Utah is a question of fact where the evidence or inferences to be drawn therefrom conflict. See Rio Algom Corp. v. Jimco Ltd., 618 P.2d 497, 506 (Utah 1980). “Whether or not a ... fiduciary relationship exists depends on the facts and circumstances of each individual case. Courts have generally refrained from definitively listing the instances of fiduciary relationships in such a way as to risk excluding the penumbra of unknown or unraised relevant cases.” First Sec. *1103 Bank, 786 P.2d at 1832 (internal quotations and footnotes omitted).

Established principles, however, guide the inquiry. A fiduciary is a person in whom another places particular confidence. A fiduciary has a duty to act primarily for the benefit of the other and thus also may be an agent. See Restatement (Second) of Agency § 13 (“An agent is a fiduciary with respect to matters within the scope of his agency.”). “Generally, in a fiduciary relationship, the property, interest, or authority of the other is placed in the charge of the fiduciary.” First Sec. Bank, 786 P.2d at 1333 (internal quotations and footnote omitted).

There is no invariable rule which determines the existence of a fiduciary relationship, but it is manifest in ah the decisions that there must be not only confidence of the one in the other, but there must exist a certain inequality, ... business intelligence, knowledge of the facts involved, or other conditions, giving to one advantage over the other.

Id. (internal quotations and footnote omitted). The parties may expressly create a fiduciary relationship through contract, or Utah law may imply such a relationship “due to the factual situation surrounding the involved transactions and the relationship of the parties to each other and to the questioned transactions.” Id. at 1332 (internal quotations and footnote omitted).23

Defendants argue “[n]o reasonable person would expect that IOC members would be considered agents or fiduciaries of .the IOC in a criminal prosecution under the commercial bribery statute.” Applying the preceding definitions of “agent” and “fiduciary” to the indictment’s factual allegations, we disagree. The IOC entrusts its members with the power and responsibility to select on behalf of the IOC the host city for the Olympic Games. To ensure fairness in the site-selection process, IOC members must make their selection with undivided loyalty to the IOC free from commercial influence. IOC members appear subject to the control of the IOC at least to the extent they operate under certain express standards of conduct designed to promote fairness, and may be expelled from the “organization” for failure to adhere to these standards. The indictment’s allegations are sufficient to withstand Defendants’ argument, which best await the Government’s trial evidencie. We simply cannot conclude as a matter of law that the relationship between the IOC and its members places Defendants’ conduct outside § 76-6-508(l)(a). Rather, we view the question of a principal-agent/fiduciary relationship between the IOC and its members as one of fact which the Government must establish and against which Defendants may defend. Consequently, we will not deprive the Government the opportunity to meet its burden of establishing the requisite relationship between the IOC and its members which § 76-6-508(l)(a), and thus the Travel Act, requires.

B.

Having concluded Utah Code Ann. § 76-6-508(l)(a) is a valid predicate for the Travel Act violations alleged in Counts II through V of the indictment, we now turn to the district court’s decision to dismiss Counts VI through XV of the indictment, ie., the mail and wire fraud counts. Because we have upheld the sufficiency of the Travel Act counts, we need not address the district court’s holding that the *1104mail and wire fraud counts cannot be segregated from the Travel Act counts without improperly amending the grand jury’s indictment in violation of the Fifth Amendment. See United States v. Cusumano, 83 F.3d 1247, 1250-51 (10th Cir.1996) (en banc) (exercising judicial restraint in constitutional adjudication). Instead, we focus on Defendants’ claim, rejected by the district court, that the mail and wire fraud counts fall of their own weight.

The elements of federal mail fraud as defined in 18 U.S.C. § 1341 are (1) a scheme or artifice to defraud or obtain property by means of false or fraudulent pretenses, representations, or promises, (2) an intent to defraud, and (3) use of the mails to execute the scheme. See United States v. Haber, 251 F.3d 881, 887 (10th Cir.2001). The first and second elements of federal mail and wire fraud are identical.24 ' The third element of wire fraud as defined in 18 U.S.C. § 1343 is the use of interstate wire or radio communications to execute the scheme. See United States v. Smith, 133 F.3d 737, 742 (10th Cir.1997). One may “defraud” another within the meaning of §§ 1341 and 1343 by depriving another of property or “the intangible right of honest services.” 18 U.S.C. § 1346. Whether alleging a deprivation of property or honest services or both, a mail or wire fraud indictment must allege a scheme to defraud, an intent to defraud, and use of mail or wire. See United States v. Vinyard, 266 F.3d 320, 326 (4th Cir. 2001).

1.

In this case, the mail and wire fraud counts set forth the required elements in the language of the statutes. In addition, each count independently sets forth an alleged interstate or international mailing or wire transfer designed to further the scheme. See supra nn. 6 and 7. Thus, the mail and wire fraud counts, like the Travel Act counts, are sufficient in that they set forth the elements of the offenses charged, and provide Defendants fair notice of the charges against them. See Avery, 295 F.3d at 1174; see also United States v. Akers, 215 F.3d 1089, 1101 (10th Cir.2000) (generally an indictment which sets forth the elements of the crime by tracking the language of the statute is sufficient). Defendants insist, however, that the indictment fails “to include ... essential allegations regarding the intent necessary to state a violation of the mail and wire fraud statutes.” We disagree.

a.

First, Defendants argue the mail and wire fraud counts fail to allege they intended to inflict economic harm on or injure the SLBC’s property rights. Although the indictment alleges Defendants’ conduct subjected the SLBC “to the foreseeable risk of economic harm,” we have found no case which requires such an allegation; An intent to inflict economic harm on or injure the property rights of another is not an element of federal mail or wire fraud. “The gist of the offense[s] is a scheme to defraud and the use of interstate communications to further that scheme.” United States v. O’Malley, 535 F.2d 589, 592 (10th Cir.1976).

The notion of harm in a mail or wire fraud prosecution is important only in the *1105sense that proof of contemplated or actual harm to the victim or others is one means of establishing the necessary intent to defraud. See, e.g., United States v. Cochran, 109 F.3d 660, 665 (10th Cir.1997) (acknowledging “that where actual harm exists as a natural and probable result of a scheme, fraudulent intent may be inferred”); United States v. Bowen, 946 F.2d 734, 737 (10th Cir.1991) (noting that proof of loss may bear on the question of intent to defraud); see also United States v. Fernandez, 282 F.3d 500, 507 (7th Cir.2002) (Government need not establish a “ ‘contemplated harm to a victim’ ” to establish fraudulent intent); United States v. D'Amato, 39- F.3d 1249, 1257 (2d Cir.1994) (“When the ‘necessary result’ of the actor’s scheme is to injure others, fraudulent intent, may be inferred from the scheme itself.”). Because direct proof of fraudulent intent often is unavailable, courts have long permitted fact finders to rely on a variety of circumstantial evidence, including evidence of actual or contemplated harm, to infer such intent. In recognizing that a defendant’s reckless indifference to the truth of a representation may establish the intent to defraud under § 1341, we noted: United States v. Prows, 118 F.3d 686, 692 (10th Cir.1997) (quoting Kathleen Flavin & Kathleen Corrigan, Eleventh Survey of White Collar Crime: Mail Fraud and Wire Fraud, 33 Am.Crim. L.Rev. 861, 869-70 (1996)). Thus, the intent necessary to a mail or wire fraud conviction is not the intent to harm.

“A variety of circumstantial evidence has been held relevant to infer fraudulent intent. Intent may be inferred from evidence that the defendant attempted to conceal activity. Intent to defraud may be inferred from the defendant’s misrepresentations, knowledge of a false statement as well as whether the defendant profited or converted money to his own use.”

Rather, the intent to defraud under §§ 1341 and 1343 is akin to the intent to deceive in order to deprive one of property or honest services. See United States v. Hollis, 971 F.2d 1441, 1452-53 (10th Cir. 1992) (refusing to equate an intent to defraud with an intent to cause “financial” harm). In Neder v. United States, 527 U.S. 1, 119 S.Ct. 1827, 144 L.Ed.2d 35 (1999), the Supreme Court recognized a presumption that “Congress intended to incorporate the common-law meaning of the term ‘fraud’ in the mail fraud, wire fraud, and bank fraud statutes.” Id. at 23 n. 7,119 S.Ct. 182725; see also Scheidler v. National Org. for Women, — U.S. -, -, 123 S.Ct. 1057, 1064, 154 L.Ed.2d 991 (2003) (recognizing the presumption, absent proof of contrary intent, that a statutory term adopts its common-law meaning). Subsequently, the First Circuit in a unanimous en banc opinion carefully analyzed the common-law meaning of fraud in examining the intent element of a “scheme or artifice to defraud” as used in 18 U.S.C. § 1344(1), the bank fraud statute. United States v. Kenrick, 221 F.3d 19, 28-29 (1st Cir.2000) (en banc); see also Akers, 215 F.3d at 1102 (noting § 1344 was modeled after the mail and wire fraud statutes in which Congress intended to reach a wide *1106variety of fraudulent activity). Relying on a host of authorities, the First Circuit concluded: “Common-law fraud ... requires an intent to induce action [or inaction] by [one] in reliance on [another’s] misrepre-sentation_[C]ommon-law fraud has no additional ‘intent to harm’ requirement.” Kenrick, 221 F.3d at 28.

The common-law element of intent to induce action or inaction by one in reliance on another’s deceit or misrepresentation (actual reliance is not required) translates not only into the bank fraud context but also into the mail and wire fraud context. See id. A fact-finder may infer an intent to defraud where a defendant intends to deprive another of its money, other property, or right to honest services through deceit or misrepresentation. See id. at 28-29. Consistent with this conclusion, the Supreme Court has recognized “the words ‘to defraud’ ... usually signify the deprivation of something of value by trick, deceit, chicane or overreaching.” McNally v. United States, 483 U.S. 350, 358, 107 S.Ct. 2875, 97 L.Ed.2d 292 (1987) (internal quotations omitted), superceded by 18 U.S.C. § 1346. Similarly, we have recognized a “scheme to defraud is conduct intended or reasonably calculated to deceive persons of ordinary prudence or comprehension.” Cochran, 109 F.3d at 664-65 (internal quotations omitted) (noting that “deceitful concealment of material facts may constitute actual fraud”). Accordingly, we reject Defendants’ argument that the intent to cause economic harm or injury is an element of §§ 1341 and 1343. The required intent is simply an intent to defraud which the Government may establish by various means.

b.

We likewise reject Defendants’ argument that the mail and wire fraud counts must allege an intent to achieve personal gain. Such intent, like the intent to harm, is not an element of the mail or wire fraud statute. See Vinyard, 266 F.3d at 326, Like proof of harm, proof of potential, actual, or contemplated gain simply is one means of establishing the necessary intent to defraud. A scheme where the accused intends to gain property, including money, at the expense of a victim is within the purview of the mail and wire fraud statutes. See United States v. Simpson, 950 F.2d 1519, 1523 (10th Cir.1991) (wire fraud); United States v. Stewart, 872 F.2d 957, 960 (10th Cir.1989) (mail fraud). Yet, the intent to defraud does not depend upon the intent to gain, but rather, on the intent to deprive- As the Second Circuit succinctly stated: “[T]he only intent that need be proven in an honest services fraud is the intent to deprive another of the intangible right of honest services.” Rybicki, 287 F.3d at 262.

Defendants rely on the Seventh Circuit’s split panel decision in United States v. Bloom, 149 F.3d 649 (7th Cir.1998) (Bauer, J., dissenting) to suggest otherwise. Concerned with the unwarranted expansion of honest services fraud in the private sector, the court held “[a]n employee deprives his employer of his honest services only if he misuses his position (or the information he obtained in it) for personal gain.” Id. at 656-57. Because the relevant count of the indictment did not allege the defendant sought personal gain from his actions, the court concluded it failed to “state an offense under the intangible rights theory.” Id. at 657.

Notably, Bloom addressed only the intangible rights theory of fraud under 18 U.S.C. § 1346. No appellate court to our knowledge has ever held an intent to achieve personal gain is an element of a traditional mail or wire fraud charge involving the deprivation of property. See United States v. Stockheimer, 157 F.3d *11071082, 1087 (7th Cir.1998) (post-Bloom mail fraud decision recognizing “[a]n intent to defraud does not turn on personal gain.”). Bloom’s rationale is inapplicable to the Government’s allegation that Defendants sought to deprive the SLBC of property.

And we are unwilling to become the first court to embrace Bloom’s pleading requirements in the context of honest services fraud. Defendants urge us to judicially legislate by adding an element to honest services fraud which the text and structure of the fraud statutes do not justify. To do so would effectively endorse the proposition inherent in Defendants’ (and Bloom’s) argument that depriving a victim of the intangible right to honest services, no matter how significant the foreseeable harm to the victim or others might be, never constitutes honest services fraud in the absence of the perpetrator’s personal gain. See, e.g., Vinyard, 266 F.Sd at 326-329 (construing § 1346 to require proof (not an allegation) of “reasonably foreseeable” harm, actual or potential). Thus, at the very least, Bloom’s approach is under-inclusive. See United States v. Panarella, 277 F.3d 678, 691-93 (3d Cir.2002) (discussing several problems with Bloom’s definition of honest services fraud, including under-inclusiveness).

The right to honest services is not violated by every breach of contract, breach of duty, conflict of interest, or misstatement made in the course of dealing. See Cochran 109 F.3d at 667 (Section 1346 “must be read against a backdrop of the mail and wire fraud statutes, thereby requiring fraudulent intent and a showing of materiality.”). But at this stage we need not define the exact contours of honest services fraud or the proof necessary to sustain it. See Rybicki, 287 F.3d at 264-66 (discussing court decisions that have construed § 1346 in a manner curtailing its otherwise “limitless” reach). That the indictment alleges Defendants had an intent to deprive the SLBC of “the right of honest services” is sufficient to satisfy the intent element. To require an allegation of intent to personally gain would suggest Defendants were justified in using whatever means necessary to achieve the SLBC’s goals regardless of whether those means exposed the SLBC or its competitors to harm or loss.

2.

Lastly, Defendants challenge the Government’s basis for the mail and wire fraud counts. Those counts allege Defendants—

devised and intended to devise a scheme and artifice to defraud the [SLBC] and to obtain [its] money and property by means of material false and fraudulent pretenses, representations, and promises, and to deprive the [SLBC] of [its] intangible right to the honest services of the defendants and others.

The Government indicates the mail and wire fraud charges are predicated on three alternative theories, namely that Defendants “contrived a scheme to defraud the SLBC (1) of actual property, (2) of its right to control how its property was used and (3) of its right to defendants’ honest services.” Defendants argue that none of the Government’s theories are viable. At this preliminary stage, ie., subject to proof at trial, we conclude all three theories remain viable.26

*1108a.

Defendants first assert that “because the [SLBC’s] funds were spent for the purpose for which they were intended — to get the Games — the [SLBC] was not deprived of money or property.” To the contrary, Defendants, regardless of the end result, deprived the SLBC of its funds at the time Defendants allegedly obtained them for use under fraudulent pretenses. In other words, Defendants deprived the SLBC of property if their fraudulent conduct caused the SLBC to permit the use of its funds in a manner which the SLBC, if cognizant of the truth, would not have sanctioned.

Just as a borrower still commits bank fraud if he knowingly provides or withholds from a bank materially false information to induce a loan and then repays it, see Hollis, 971 F.2d at 1452-53, one still may commit mail or wire fraud if he knowingly provides or withholds materially false information which imposes a substantial risk of loss on another (in this case for example, the SLBC’s possible loss of donors, tax-exempt status, or even the Games) even if the risk does not materialize. See United States v. Catalfo, 64 F.3d 1070, 1077 (7th Cir.1995). Fraudulent deprivation of another’s property is no less fraudulent because it might or does result in a benefit to- the defrauded. See United States v. Cosentino, 869 F.2d 301, 307 (7th Cir.1989). Defendants’ alleged conduct in this case could have just as easily ended in catastrophe for the SLBC.

b.

Defendants next assert that after Cleveland v. United States, 531 U.S. 12, 121 S.Ct. 365, 148 L.Ed.2d 221 (2000), the theory they deprived the SLBC of the right to control how its monies were used is no longer available to the Government. Cleveland held that because state and municipal licenses “do not rank as ‘property,’ for purposes of § 1341, in the hands of the official licensor[,]” a fraudulent scheme to obtain such licenses is not within the purview of the mail fraud statute. Id. at 15, 121 S.Ct. 365. The Court explained: “It does not suffice ... that the object of the fraud may become property in the recipient’s hands; for purposes of the mail fraud statute, the thing obtained must be property in the hands of the victim.” Id.

The difference between Cleveland and this case is readily apparent. Here, the SLBC’s monies constituted “property in the hands of the victim.” The Supreme Court recognized long ago that property defined in the “ordinary, everyday sense[ ]” is not only the tangible “thing which is the subject of ownership,” but also “the owner’s [intangible] right to control and dispose of that thing.” Crane v. Commissioner, 331 U.S. 1, 6, 67 S.Ct. 1047, 91 L.Ed. 1301 (1947); cf. Connecticut v. Doehr, 501 U.S. 1, 11, 111 S.Ct. 2105, 115 L.Ed.2d 1 (1991) (noting the intangible “property interests that attachment affects are significant”). Consistent with this view, we have recognized the intangible right to control one’s property is a property interest within the purview of the mail and wire fraud statutes. See Simpson, 950 F.2d at 1523 (approving wire fraud convictions predicated on a scheme to defraud an organization of its right to control how its assets were used). Our sister circuits agree. See, e.g., Catalfo, 64 F.3d at 1077; United States v. Walker, 191 F.3d 326, 335 (2d Cir.1999); United States v. Hawkey, 148 F.3d 920, 924 n. 6 (8th Cir.1998); United States v. Fagan, 821 F.2d 1002, 1011 n. 6 (5th Cir.1987).27

*1109c.

Lastly, Defendants assert § 1346 does not apply to honest services fraud in the private sector. Defendants are mistaken. Although judicial construction has limited § 1346’s application in the private sector to curb over-criminalization, see Vinyard, 266 F.3d at 326-329 (discussing cases), our sister circuits have consistently applied § 1346 in private commercial settings. See United States v. Caldwell, 302 F.3d 399, 408-09 (5th Cir. 2002); United States v. Martin, 228 F.3d 1, 17 (1st Cir.2000); United States v. de-Vegter, 198 F.3d 1324, 1327-28 (11th Cir. 1999); United States v. Pennington, 168 F.3d 1060, 1064 (8th Cir.1999); United States v. Sun-Diamond, 138 F.3d 961, 973 (D.C.Cir.1998); United States v. Frost, 125 F.3d 346, 365-66 (6th Cir. 1997).28 We join them and hold the indictment’s mail and wire fraud counts state an action against Defendants for honest services fraud.29

IV.

The judgment of the district court dismissing the indictment is REVERSED. Because all substantive counts of the indictment are sufficient, the conspiracy count is sufficient as well. This cause is REMANDED to the district court for further proceedings not inconsistent with this opinion.

SO ORDERED.30

KRAVITCH, Circuit Judge:

I. Issue

This appeal presents an issue of first impression in this circuit: whether a defendant may be convicted for conspiring to violate and violating the money laundering statute, 18 U.S.C. § 1956(h) and (a)(1)(B)®, where the indictment charged and the government proved that the two *992monetary transactions at issue occurred wholly outside the United States.

II. Facts

Michael Tarkoff appeals his conviction for conspiracy to commit money laundering, 18 U.S.C. § 1956(h), and two counts of money laundering, 18 U.S.C. § 1956(a)(1)(B)®. In early 1995, Tarkoff, a criminal defense lawyer, represented Ismael Arnaiz, who was a target of a grand jury investigation of a scheme in which Arnaiz and his business partner, AMoshi Yamada, defrauded Medicare. Arnaiz and Yamada’s scheme consisted of paying people to “recruit” sham patients to visit Ar-naiz and Yamada’s medical clinics and provide their Medicare numbers to the billing clerk. The clinics would then bill Medicare for medical services that either had not been provided to the sham patients, or if provided, were not necessary. During a two-and-one-half year period, the clinics fraudulently billed Medicare $120 million.

During negotiations in 1995 regarding a plea bargain for Arnaiz, Assistant United States Attorney (“AUSA”) Marc Garber informed Tarkoff that Arnaiz’s scheme resulted in losses to Medicare of approximately $20-$40 million. At that time, Tar-koff did not claim that Arnaiz was not guilty of Medicare fraud, but merely argued that the $20-$40 million dollar figure was too high and that Arnaiz caused losses to Medicare of only $6 million (the dollar amount was relevant to sentencing Ar-naiz). In addition, Tarkoff did not indicate that Arnaiz had any legitimate sources of income, but repeatedly represented that Arnaiz had no significant assets. Moreover, Melissa Rockhill, Tarkoff s legal secretary at the time, testified that Tarkoff acknowledged to her that Arnaiz was involved in Medicare fraud.

Rockhill also testified that in late January or early February 1996, Tarkoff told her that he and another attorney who had dealings with Arnaiz, Joaquin “Jack” Fernandez, had discussed the need to move Arnaiz’s money in order to hide it from the United States government. On February 2, 1996, Tarkoff met with FBI Agent Gramlich and the AUSA then responsible for the case, at which meeting Agent Gramlich told Tarkoff that all of the money in Arnaiz’s possession came from Medicare fraud, was subject to seizure by the government, and was not to be moved.

Between February 5 and 8, 1996, there were three wire transfers totaling approximately $470,000 from two Smith Barney accounts in Miami that were controlled by Arnaiz, to an account in the name of Rock-side Enterprises at a bank in Curacao.1 The source of the funds in those accounts was Arnaiz’s Medicare fraud. Tarkoff and Fernandez, using United States passports, traveled from the United States to Israel on February 10, 1996, and each opened a numbered account at the Bank Hapoalim in Tel Aviv on February 12,' 1996. Rock-hill and Cheryl Crane, Fernandez’s girlfriend at the time, accompanied Tarkoff and Fernandez on this trip. On February 16, $400,000 was transferred from the Rockside Enterprises account in Curacao to Fernandez’s Israeli account. Tarkoff told Rockhill that the $400,000 was Ar-naiz’s money, and that it was being routed from Curacao to Israel in order to hide it from the government. Fernandez gave power of attorney over his account to Sharon Gershoni, an Israeli attorney whom Tarkoff had recommended, and she directed that $50,000 of the $400,000 deposited in Fernandez’s account be transferred to Tarkoff s account.- On February 20, 1996, also at Gershoni’s direction, two bank drafts of $50,000 each were made payable to Jack Fernandez from Fernandez’s Israeli account. Those checks subsequently were deposited into two Miami accounts controlled by Fernandez. Some of this money was routed to Arnaiz.

*993Tarkoff gave Rockhill the documents relating to his Israeli bank account to store in a safe deposit box in her home town of Indianapolis, Indiana, in order to avoid their discovery in the event his home or office was searched. Tarkoff also instructed Rockhill to deny any knowledge of the bank transactions in Israel if she was .questioned by the government. Tarkoff did not tell his accountant about the $50,000 in his Israeli account until after he learned that his accountant had received a grand jury subpoena for Tarkoffs financial records in 1997.

Tarkoff raises several issues on appeal: (1) whether his conviction for conspiring to violate and violating the money laundering statute can stand where the indictment charged and the government proved that the two transactions at issue occurred wholly outside the United States; (2) whether the evidence is sufficient to support a finding that Tarkoff knew the money involved in the transactions was the proceeds of some form of unlawful activity; (3) whether the district court erred by excluding certain documentary evidence that Tarkoff offered to corroborate his testimony that he reasonably believed the money was derived from a lawful source; (4) whether the district court erred by prohibiting any reference to the prior trial and acquittal of Fernandez during Tar-koffs cross-examination of Agent Gram-lich; (5) whether the district court erred by excluding the proffered testimony of attorney Jay Levine, who would have testified that Tarkoff told him that Arnaiz had legitimate assets; (6) whether the district court erred by denying Tarkoffs motion for mistrial where the prosecutor argued in closing that there was no evidence to corroborate Tarkoffs testimony that he believed Arnaiz had legitimate sources of income; (7) whether the district court erred by refusing to instruct the jury on Tarkoffs defense of “good faith reliance” upon the representations made by Arnaiz and the AUSA; and (8) whether the district court erred by instructing the jury on the theory of “deliberate ignorance.” Only the first of these issues merits discussion. Applying the legal framework discussed below, we conclude that the record supports Tarkoffs conviction for conspiracy to commit money laundering, 18 U.S.C. § 1956(h), and two counts of money laundering, 18 U.S.C. § 1966(a)(l)(B)(i), and therefore affirm.

III. Standard of Review

Whether there is sufficient evidence to support a conviction is a question of law which this Court reviews de novo. See United States v. Majors, 196 F.3d 1206, 1210 (11th Cir.1999). The relevant question is “whether, after viewing the evidence in the light most favorable to the prosecution, any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt.” Jackson v. Virginia, 443 U.S. 307, 319, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979).

IV. Discussion

Tarkoff contends that he was entitled to judgment of acquittal because the transactions in which he took part occurred wholly outside the United States, and therefore did not affect interstate or foreign commerce, which is a necessary component of an element of the money laundering statute under which he was convicted. Tarkoffs convictions are based on his participation in two transactions: (1) the wire transfer of $400,000 from Curacao to Fernandez’s bank account in Israel, and (2) the transfer of $50,000 of those funds to Tarkoffs Israeli bank account. For his role in these transactions, Tarkoff was convicted of conspiring to violate 18 U.S.C. § 1956(a)(1)(B)®, see 18 U.S.C. § 1956(h), and violating section 1956(a)(1)(B)®, which provides:

Whoever, knowing that the property involved in a financial transaction represents the proceeds of some form of unlawful activity, conducts or attempts to conduct such a financial transaction which in fact involves the proceeds of *994specified unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity [shall be fined or imprisoned or both].

The four elements of this offense are that the defendant (1) knowingly conducted a “financial transaction,” (2) which he knew involved funds that were the proceeds of some form of unlawful activity, (3) where the funds involved in the financial transaction in fact were the proceeds of a “specified unlawful activity,” and (4) that the defendant engaged in the financial transaction knowing that the transaction was designed in whole or in part to conceal or disguise the nature, location, source, ownership, or control of the proceeds of such unlawful activity. See United States v. Majors, 196 F.3d 1206, 1212 (11th Cir.1999) (listing elements of 18 U.S.C. § 1956(a)(l)(B)(i) offense). Because the evidence is sufficient to prove that Tarkoff correctly believed that the funds involved in the Israeli transactions were the proceeds of Arnaiz’s Medicare fraud,2 and that Tarkoff participated in conducting the transactions knowing that they were designed in whole or in part to conceal or disguise the nature, location, source, ownership, or control of the proceeds of the Medicare fraud, we address only the first element of a section 1956(a)(l)(B)(i) offense-that is, whether the Israeli transactions satisfy the statutory definition of “financial transaction.”

The statute defines “financial transaction” as “(A) a transaction which in any way or degree affects interstate or foreign commerce (i) involving the movement of funds by wire or other means or (ii) involving one or more monetary instruments ..., or (B) a transaction involving the use of a financial institution which is engaged in, or the activities of which affect, interstate or foreign commerce in any way or degree.” 18 U.S.C. § 1956(c)(4). Tarkoff argues that because the two transactions with the Israeli bank occurred wholly outside the United States, they were not “financial transactions” under 18 U.S.C. § 1956(c)(4). In support of this proposition, Tarkoff relies primarily on United States v. Kramer, 73 F.3d 1067 (11th Cir.1996), in which this Court reversed a money laundering conviction under 18 U.S.C. § 1956(a)(2)(B)(i) because the defendant participated only in a transfer of money from Switzerland to Luxembourg, and not a transfer of money to or from the United States, as required to violate section 1956(a)(2)(B)(i). See 73 F.3d at 1072-73. Kramer does not control in this case, however, because Tarkoff was convicted under a different subsection of the money laundering statute (§ 1956(a)(l)(B)(i)) than the one at issue in Kramer. The difference between the two subsections is that violation of the subsection at issue in Kramer specifically requires a transfer of funds to or from the United States, see 18 U.S.C. § 1956(a)(2) (B) (i), whereas a violation of the subsection under which Tarkoff was convicted can occur so long as the defendant was involved in a “financial transaction.” See 18 U.S.C. § 1966(a)(1)(B)©.

There are two ways to establish that a defendant conducted a “financial transaction” under 18 U.S.C. § 1966(a)(1)(B)®. To satisfy its burden, the government had to prove either (1) that Tarkoff participated in a transaction that in any way or degree affected interstate or foreign commerce and involved the transfer of funds or the use of one or more monetary instruments, see 18 U.S.C. § 1956(c)(4)(A),or (2) that Tarkoff participated in a transaction that involved the use of a financial institution that was engaged in, or the activities of which affected, interstate or foreign commerce in any way or degree. See 18 U.S.C. § 1956(c)(4)(B).

The government argues that it proved Tarkoff participated in a “financial trans*995action” as defined in section 1956(c)(4)(A) by virtue of the evidence that Tarkoff and Fernandez, two U.S. citizens, traveled from the United States to Israel to transact business with a bank there, and that the Israeli bank transactions required telephone communication between Israel and Miami, and between Miami and Curacao, to arrange for the funds transfer from Curacao to Israel. We agree that these facts support a finding that Tarkoff participated in a “financial transaction” as that term is defined in 18 U.S.C. § 1956(c)(4)(A) because the international travel and communication required to execute the wire transactions affected foreign commerce “in any way or degree.”3 The evidence also supports a finding that Tar-koff participated in a “financial transaction” as that term is defined in 18 U.S.C. § 1956(c)(4)(B) because the transactions involved the use of the Israeli bank-a financial institution which, by communicating with parties in the United States and providing banking services to United States citizens, was a “financial institution that was engaged in, or the activities of which affected, foreign commerce in any way or degree.”

V. Conclusion

Because Tarkoff knowingly participated in a financial transaction designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity, we affirm his conviction for violating and conspiring to violate 18 U.S.C. § 1956(a)(l)(B)(i).

AFFIRMED.

*553Justice Thomas

delivered the opinion of the Court.

This case involves the provision of the federal money laundering statute that prohibits international transportation of the proceeds of unlawful activity. Petitioner argues that his conviction cannot stand because, while the evidence demonstrates that he took steps to hide illicit funds en route to Mexico, it does not show that the cross-border transport of those funds was designed to create the appearance of legitimate wealth. Although we agree with the Government that the statute does not require proof that the defendant attempted to “legitimize” tainted funds, we agree with petitioner that the Government must demonstrate that the defendant did more than merely hide the money during its transport. We therefore reverse the judgment of the Fifth Circuit.

I

On July 14, 2004, petitioner Humberto Fidel Regalado Cuellar was stopped in southern Texas for driving erratically. Driving south toward the Mexican border, about 114 miles away, petitioner had just passed the town of Eldorado. In response to the officer’s questions, petitioner, who spoke no English, handed the officer a stack of papers. Included were bus tickets showing travel from a Texas border town to San Antonio on July 13 and, in the other direction, from San Antonio to Big Spring, Texas, on July 14. A Spanish-speaking officer, Trooper Danny Núñez, was called to the scene and began questioning petitioner. Trooper Núñez soon became suspicious because petitioner was avoiding eye contact and seemed very nervous. Petitioner claimed to be on a 3-day business trip, but he had no luggage or extra clothing with him, and he gave conflicting accounts of his itinerary. When Trooper Núñez asked petitioner about a bulge in his shirt pocket, petitioner produced a wad of cash that smelled of marijuana.

Petitioner consented to a search of the Volkswagen Beetle that he was driving. While the officers were searching the *554vehicle, Trooper Núñez observed petitioner standing on the side of the road making the sign of the cross, which he interpreted to mean that petitioner knew he was in trouble. A drug detection dog alerted on the cash from petitioner’s shirt pocket and on the rear area of the car. Further scrutiny-uncovered a secret compartment under the rear floorboard, and inside the compartment the officers found approximately $81,000 in cash. The money was bundled in plastic bags and duct tape, and animal hair was spread in the rear of the vehicle. Petitioner claimed that he had previously transported goats in the vehicle, but Trooper Núñez doubted that goats could fit in such a small space and suspected that the hair had been spread in an attempt to mask the smell of marijuana.

There were signs that the compartment had been recently created and that someone had attempted to cover up the bodywork: The Beetle’s carpeting appeared newer than the rest of the interior, and the exterior of the vehicle appeared to have been purposely splashed with mud to cover up tool-marks, fresh paint, or other work. In the backseat, officers found a fast-food restaurant receipt dated the same day from a city farther north than petitioner claimed to have traveled. After a check of petitioner’s last border crossing also proved inconsistent with his story, petitioner was arrested and interrogated. He continued to tell conflicting stories about his travels. At one point, before he knew that the officers had found the cash, he remarked to Trooper Núñez that he had to have the car in Mexico by midnight or else his family would be “floating down the river.” App. 50.

Petitioner was charged with attempting to transport the proceeds of unlawful activity across the border, knowing that the transportation was designed “to conceal or disguise the nature, the location, the source, the ownership, or the control” of the money. 18 U. S. C. § 1956(a)(2)(B)(i). After a 2-day trial, the jury found petitioner guilty. The District Court denied petitioner’s motion for judgment of acquittal *555based on insufficient evidence and sentenced petitioner to 78 months in prison, followed by three years of supervised release.

On appeal, a divided panel of the Fifth Circuit reversed and rendered a judgment of acquittal. 441 F. 3d 329 (2006). Judge Smith’s majority opinion held that, although the evidence showed that petitioner concealed the money for the purpose of transporting it, the statute requires that the purpose of the transportation itself must be to conceal or disguise the unlawful proceeds. Id., at 333-334. Analogizing from cases interpreting another provision of the money laundering statute, the court held that the transportation must be undertaken in an attempt to create the appearance of legitimate wealth.1 See id., at 334. Although the evidence showed intent to avoid detection while driving the funds to *556Mexico, it did not show that petitioner intended to create the appearance of legitimate wealth, and accordingly no rational trier of fact could have found petitioner guilty. Ibid. Judge Davis dissented, arguing that concealment during transportation is sufficient to violate § 1956(a)(2)(B)(i). Id., at 334-336.

The Fifth Circuit granted rehearing en banc and affirmed petitioner’s conviction. 478 F. 3d 282 (2007). The court rejected as inconsistent with the statutory text petitioner’s argument that the Government must prove that he attempted to create the appearance of legitimate wealth. Id., at 290. But it held that petitioner’s extensive efforts to prevent detection of the funds during transportation showed that petitioner sought to conceal or disguise the nature, location, and source, ownership, or control of the funds. Id., at 289-290. Judge Smith dissented for largely the same reasons set forth in his opinion for the original panel majority. He emphasized the distinction between “concealing something to transport it, and transporting something to conceal it,” and explained that whether petitioner was doing the latter depended on whether his ultimate plan upon reaching his destination was to conceal the nature, location, source, ownership, or control of the money. Id., at 296-297.

We granted certiorari, 552 U. S. 973 (2007).

II

The federal money laundering statute, 18 U. S. C. § 1956, prohibits specified transfers of money derived from unlawful activities. Subsection (a)(1) makes it unlawful to engage in certain financial transactions, while subsection (a)(2) criminalizes certain kinds of transportation. Petitioner was charged under the transportation provision: The indictment alleged that he attempted to transport illicit proceeds across the Mexican border “knowing that such , transportation was designed in whole or in part to conceal and disguise the na*557ture, location, source, ownership, and control” of the funds.2 App. 10-11 (citing § 1956(a)(2)(B)(i)).

A

We first consider the “designed ... to conceal” element. Petitioner argues that to satisfy this element, the Government must prove that the defendant attempted to create the appearance of legitimate wealth. Petitioner would replace “designed ... to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds” with “designed to create the appearance of legitimate wealth.” § 1956(a)(2)(B)(i). This is consistent with the plain meaning of “money laundering,” petitioner argues, because that term is commonly understood to mean disguising *558illegally obtained money in order to make it appear legitimate. In petitioner’s view, this common understanding of “money laundering” is implicit in both the transaction and transportation provisions of the statute because concealing or disguising any of the listed attributes would necessarily have the effect of making the funds appear legitimate, and, conversely, revealing any such attribute would necessarily reveal the funds as illicit. The Government disagrees, contending that making funds appear legitimate is merely one way to accomplish money laundering, and that revealing a listed attribute would not necessarily reveal the funds’ illicit nature. In any event, the Government argues, the statute should not be cabined to target only classic money laundering because Congress intended to reach any conduct that impairs the ability of law enforcement to find and recover the unlawful proceeds.

We agree with petitioner that taking steps to make funds appear legitimate is the common meaning of the term “money laundering.” See American Heritage Dictionary 992 (4th ed. 2000) (hereinafter Am. Hert.) (defining “launder” as “[t]o disguise the source or nature of (illegal funds, for example) by channeling through an intermediate agent”); Black’s Law Dictionary 1027 (8th ed. 2004) (hereinafter Black’s) (defining “money-laundering” to mean “[t]he act of transferring illegally obtained money through legitimate people or accounts so that its original source cannot be traced”). But to the extent they are inconsistent, we must be guided by the words of the operative statutory provision, and not by the common meaning of the statute’s title. See Pennsylvania Dept. of Corrections v. Yeskey, 524 U. S. 206, 212 (1998) (declining to use a statute’s title to limit the meaning of the text). Here, Congress used broad language that captures more than classic money laundering: In addition to concealing or disguising the nature or source of illegal funds, Congress also sought to reach transportation designed to *559conceal or disguise the location, ownership, or control of the funds. For example, a defendant who smuggles cash into Mexico with the intent of hiding it from authorities by burying it in the desert may have engaged in transportation designed to conceal the location of those funds, but his conduct would not necessarily have the effect of making the funds appear legitimate.

Nor do we find persuasive petitioner’s attempt to infuse a “classic money laundering” requirement into the listed attributes. Contrary to petitioner’s argument, revealing those attributes — nature, location, source, ownership, or control — would not necessarily expose the illegitimacy of the funds. Digging up the cash buried in the Mexican desert, for example, would not necessarily reveal that it was derived from unlawful activity. Indeed, of all the listed attributes, only “nature” is coextensive with the funds’ illegitimate character: Exposing the nature of illicit funds would, by definition, reveal them as unlawful proceeds. But nature is only one attribute in the statute; that it may be coextensive with the creation of the appearance of legitimate wealth does not mean that Congress intended that requirement to swallow the other listed attributes.

We likewise are skeptical of petitioner’s argument that violating the elements of the statute would necessarily have the effect of making the funds appear more legitimate than they did before. It is true that concealing or disguising any one of the listed attributes may have the effect of making the funds appear more legitimate — largely because concealing or disguising those attributes might impede law enforcement’s ability to identify illegitimate funds — but we are not convinced that this is necessarily so. It might be possible for a defendant to conceal or disguise a listed attribute without also creating the appearance of legitimate wealth. Cf. United States v. Abbell, 271 F. 3d 1286, 1298 (CA11 2001) (noting that the transaction provision, although designed to *560punish those who “attemp[t] to legitimize their proceeds,” may be satisfied without proof that a particular defendant did so). Petitioner’s “appearance of legitimate wealth” requirement simply has no basis in the operative provision’s text.

Petitioner argues that the money laundering transportation provision must be aimed at something other than merely secretive transportation of illicit funds because that conduct is already punished by the bulk cash smuggling statute, 31 U. S. C. § 5332 (2000 ed., Supp. V). We disagree. A comparison of the statutory language reveals that, even if no “appearance of legitimate wealth” requirement exists in 18 U. S. C. § 1956(a)(2)(B)(i), the two statutes nonetheless target distinct conduct. The bulk cash smuggling provision encompasses, in relevant part, a defendant who,

“with the intent to evade a currency reporting requirement under section 5316, knowingly conceals more than $10,000 in currency or other monetary instruments . . . and transports or transfers or attempts to transport or transfer such currency or monetary instruments from a place within the United States to a place outside of the United States.” 31 U. S. C. § 5332(a)(1).

To be sure, certain conduct may fall within both statutes. For example, both provisions may be violated by a defendant who intends to evade a relevant reporting requirement. See ibid, (transportation of funds “with the intent to evade a currency reporting requirement”); 18 U. S. C. § 1956(a)(2) (B)(ii) (transportation of funds knowing that it is designed “to avoid a transaction reporting requirement”). But only the money laundering statute may be violated in the absence of such intent. See § 1956(a)(2)(B)(i) (prohibiting transportation of illicit funds knowing that the transportation is designed to conceal or disguise a listed attribute). Similarly, although both statutes encompass transportation of illicit funds, only the bulk cash smuggling statute also pun*561ishes the mere transportation of lawfully derived proceeds.3 Compare 31 U. S. C. § 5332(a) (omitting any requirement that the funds be unlawfully derived) with 18 U. S. C. § 1956(a)(2)(B) (requiring that the defendant “kno[w] that the monetary instrument or funds involved in the transportation ... represent the proceeds of some form of unlawful activity”).

B

Having concluded that the statute contains no “appearance of legitimate wealth” requirement, we next consider whether the evidence that petitioner concealed the money during transportation is sufficient to sustain his conviction. As noted, petitioner was convicted under § 1956(a)(2)(B)(i), which, in relevant part, makes it a crime to attempt to transport “funds from a place in the United States to ... a place outside the United States . . . knowing that the . . . funds involved in the transportation ... represent the proceeds of some form of unlawful activity and knowing that such transportation ... is designed in whole or in part... to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity.” Accordingly, the Government was required in this case to prove that petitioner (1) attempted to transport funds from the United States to Mexico, (2) knew that these funds “represent[ed] the proceeds of some form of unlawful activity,” e. g., drug trafficking, and (3) knew that “such transportation” was designed to “conceal or disguise the nature, the location, the source, the ownership, or the control” of the funds.

It is the last of these that is at issue before us, viz., whether petitioner knew that “such transportation” was designed to conceal or disguise the specified attributes of the *562illegally obtained funds. In this connection, it is important to keep in mind that the critical transportation was not the transportation of the funds within this country on the way to the border. Instead, the term “such transportation” means transportation “from a place in the United States to ... a place outside the United States” — here, from the United States to Mexico. Therefore, what the Government had to prove was that petitioner knew that taking the funds to Mexico was “designed,” at least in part, to conceal or disguise their “nature,” “location,” “source,” “ownership,” or “control.”

Petitioner argues that the evidence is not sufficient to sustain his conviction because concealing or disguising a listed attribute of the funds during transportation cannot satisfy the “designed ... to conceal” element. Citing cases that interpret the identical phrase in the transaction provision to exclude “mere spending,”4 petitioner argues that the transportation provision must exclude “mere hiding.” Otherwise, petitioner contends, all cross-border transport of illicit funds would fall under the statute because people regularly make minimal efforts to conceal money, such as placing it inside a wallet or other receptacle, in order to secure it during travel. The Government responds that concealment during transportation is sufficient to satisfy this element because it is circumstantial evidence that the ultimate purpose of the transportation — i e., its “design” — is to conceal or disguise a listed attribute of the funds. This standard would not criminalize all cross-border transport of illicit funds, the Government argues, because, just as in the transaction *563cases,5 the statute encompasses only substantial efforts at concealment. As a result, the Government agrees with the Court of Appeals that a violation of the transportation provision cannot be established solely by evidence that the defendant carried money in a wallet or concealed it in some other conventional or incidental way. See 478 F. 3d, at 291 (characterizing the defendant’s transportation of money in a box in United States v. Dimeck, 24 F. 3d 1239, 1246 (CA10 1994), as a “minimal attempt at concealment” that is distinguishable from petitioner’s “effort to hide or conceal” the funds).

We agree with petitioner that merely hiding funds during transportation is not sufficient to violate the statute, even if substantial efforts have been expended to conceal the money. Our conclusion turns on the text of § 1956(a)(2)(B)(i), and particularly on the term “design.” In this context, “design” means purpose or plan; i. e., the intended aim of the transportation. See Am. Hert. 491 (“[t]o formulate a plan for; devise”; “[t]o create or contrive for a particular purpose or effect”); Black’s 478 (“[a] plan or scheme”; “[p]urpose or intention combined with a plan”); see also Brief for United States 14 (“ ‘to conceive and plan out in the mind’ ” (quoting Webster’s Third New International Dictionary 611 (1993))). Congress wrote “knowing that such transportation is designed ... to conceal or disguise” a listed attribute of the funds, § 1956(a)(2)(B)(i), and when an act is “designed to” do something, the most natural reading is that it has that some*564thing as its purpose. The Fifth Circuit employed this meaning of design when it referred to the “transportation design or plan to get the funds out of this country.” See 478 F. 3d, at 289.

But the Fifth Circuit went on to discuss the “design” of the transportation in a different sense. It described the packaging of the money, its placement in the hidden compartment, and the use of animal hair to mask its scent as “aspects of the transportation” that “were designed to conceal or disguise” the nature and location of the cash. Ibid, (emphasis added). Because the Fifth Circuit used “design” to refer not to the purpose of the transportation but to the manner in which it was carried out, its use of the term in this context was consistent with the alternate meaning of “design” as structure or arrangement. See Am. Hert. 491, 492 (“[t]o plan out in systematic, usually graphic form”; “[t]he purposeful or inventive arrangement of parts or details”); Black’s 478 (“[t]he pattern or configuration of elements in something, such as a work of art”). The Government at times also appears to adopt this meaning of “design.” See Brief for United States 21 (“Congress focused on how the transportation itself was 'designed’ ”); id., at 43 (arguing that petitioner’s design to move funds without detection is proof of a design to conceal or disguise the location and nature of the funds).6 If the statutory term had this meaning, it would *565apply whenever a person transported illicit funds in a secretive manner. Judge Smith supplied an example of this construction: A petty thief who hides money in his shoe and then walks across the border to spend the money in local bars, see 478 F. 3d, at 301 (dissenting opinion), has engaged in transportation designed to conceal the location of the money because he has hidden it in an unlikely place.

We think it implausible, however, that Congress intended this meaning of “design.” If it had, it could have expressed its intention simply by writing “knowing that such transportation conceals or disguises,” rather than the more complex formulation “knowing that such transportation ... is designed ... to conceal or disguise.” § 1956(a)(2)(B)(i). It seems far more likely that Congress intended courts to apply the familiar criminal law concepts of purpose and intent than to focus exclusively on how a defendant “structured” the transportation. In addition, the structural meaning of “design” is both overinclusive and underinclusive: It would capture individuals who structured transportation in a secretive way but lacked any criminal intent (such as a person who hid illicit funds en route to turn them over to law enforcement); yet it would exclude individuals who fully intended to move the funds in order to impede detection by law enforcement but failed to hide them during the transportation.

To be sure, purpose and structure are often related. One may employ structure to achieve a purpose: For example, the petty thief may hide money in his shoe to prevent it from being detected as he crosses the border with the intent to hide the money in Mexico. See 478 F. 3d, at 301 (Smith, J., dissenting). Although transporting money in a conventional manner may suggest no particular purpose other than simply *566to move it from one place to another, secretively transporting it suggests, at least, that the defendant did not want the money to be detected during transport. In this case, evidence of the methods petitioner used to transport the nearly $81,000 in cash — bundled in plastic bags and hidden in a secret compartment covered with animal hair — was plainly probative of an underlying goal to prevent the funds from being detected while he drove them from the United States to Mexico. The same secretive aspects of the transportation also may be circumstantial evidence that the transportation itself was intended to avoid detection of the funds, because, for example, they may suggest that the transportation is only one step in a larger plan to facilitate the cross-border transport of the funds. Cf. id., at 289 (noting that “concealment of the funds during the U. S. leg of the trip [was] a vital part of the transportation design or plan to get the funds out of this country”). But its probative force, in that context, is weak. “There is a difference between concealing something to transport it, and transporting something to conceal it,” id., at 296-297 (Smith, J., dissenting); that is, how one moves the money is distinct from why one moves the money. Evidence of the former, standing alone, is not sufficient to prove the latter.

This case illustrates why: Even with abundant evidence that petitioner had concealed the money in order to transport it, the Government’s own expert witness — ICE Agent Richard Nuckles — testified that the purpose of the transportation was to compensate the leaders of the operation.7 Tr. 179 (Oct. 12,2004), App. 64-65 (“[T]he bulk of [the money] generally goes back to Mexico, because the smuggler is the one who originated this entire process. He’s going to get a *567large cut of the profit, and that money has to be moved back to him in Mexico”). The evidence suggested that the secretive aspects of the transportation were employed to facilitate the transportation, see 478 F. 3d, at 289 (noting that “concealment of the funds during the U. S. leg of the trip [was] a vital part of the transportation design or plan”), but not necessarily that secrecy was the purpose of the transportation. Agent Nuckles testified that the secretive manner of transportation was consistent with drug smuggling, see Tr. 179-180, App. 65-66, but the Government failed to introduce any evidence that the reason drug smugglers move money to Mexico is to conceal or disguise a listed attribute of the funds.

Agent Nuckles also testified that Acuna, the Mexican border town to which petitioner was headed, has a cash economy and that U. S. currency is widely accepted there. See Tr. 188-189, App. 69. The Fifth Circuit apparently viewed this as evidence that petitioner transported the money in order to conceal or disguise it: “[G]iven Mexico’s largely cash economy, if [petitioner] had successfully transported the funds to Mexico without detection, the jury was entitled to find that the funds would have been better concealed or concealable after the transportation than before.” 478 F. 3d, at 292. The statutory text makes clear, however, that a conviction under this provision requires proof that the purpose— not merely effect — of the transportation was to conceal or disguise a listed attribute. Although the evidence suggested that petitioner’s transportation would have had the effect of concealing the funds, the evidence did not demonstrate that such concealment was the purpose of the transportation because, for instance, there was no evidence that petitioner knew about or intended the effect.8

*568In sum, we conclude that the evidence introduced by the Government was not sufficient to permit a reasonable jury to conclude beyond a reasonable doubt that petitioner’s transportation was “designed in whole or in part... to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds.” § 1956(a)(2)(B)(i).

Ill

The provision of the money laundering statute under which petitioner was convicted requires proof that the transportation was “designed in whole or in part... to conceal or disguise the nature, the location, the source, the ownership, or the control” of the funds. § 1956(a)(2)(B)(i). Although this element does not require proof that the defendant attempted to create the appearance of legitimate wealth, neither can it be satisfied solely by evidence that a defendant concealed the funds during their transport. In this case, the only evidence introduced to prove this element showed that petitioner engaged in extensive efforts to conceal the funds en route to Mexico, and thus his conviction cannot stand. We reverse the judgment of the Fifth Circuit.

It is so ordered.

Justice Alito, with whom The Chief Justice and Justice Kennedy join, concurring.

I join the opinion of the Court but write briefly to summarize my understanding of the deficiency in the Government’s proof.

*569As the Court notes, ante, at 561-562, the Government was required in this case to prove that petitioner knew that the plan to transport the funds across the Mexican border was designed at least in part to “conceal or disguise the nature, the location, the source, the ownership, or the control” of the funds. 18 U. S. C. § 1956(a)(2)(B)(i).

Transporting the funds across the border would have had the effect of achieving this objective if, once the funds made it into Mexico, it would have been harder for law enforcement authorities in this country (1) to ascertain that the funds were drug proceeds (“nature”), (2) to find the funds (“location”), (3) to determine where they came from (“source”), (4) to ascertain who owned them (“ownership”), or (5) to find out who controlled them (“control”). But as the Court notes, ante, at 566, the prosecution had to prove, not simply that the transportation of the funds from the United States to Mexico would have had one of these effects, ibid., but that petitioner knew that achieving one of these effects was a design (i. e., purpose) of the transportation.

As the Court also notes, ante, at 567-568, n. 8, a criminal defendant’s intent is often inferred. Here, proof of petitioner’s knowledge and of the intent of the person or persons who “designed” the transportation would have been sufficient if the prosecution had introduced evidence showing, not only that taking “dirty” money across the border has one or more of the effects noted above, but that it is commonly known in the relevant circles (that is, among those who design and carry out “such transportation,” § 1956(a)(2)(B)) that taking “dirty” money to Mexico has one of the effects noted above. Such evidence would permit a trier of fact to infer (1) that the person or persons who “designed” the plan to have the funds taken to Mexico intended to achieve the effect in question and (2) that a person like petitioner (that is, a person who is recruited to transport the funds) knew that this was the design.

*570Of course, if the prosecution had introduced such evidence, the defense could have countered with any available proof showing (1) that in fact the achievement of these effects was not a design of the transportation or (2) that petitioner in fact did not know that achieving one of these effects was a purpose of the plan. It would have then been up to the trier of fact to decide whether the statutory elements had been adequately proved.

At petitioner’s trial, as the Court notes, ante, at 567, the Government introduced some evidence regarding the effect of transporting illegally obtained money to Mexico, but the Government has not pointed to any evidence in the record from which it could be inferred beyond a reasonable doubt that a person like petitioner knew that taking the funds to Mexico would have had one of the relevant effects. For this reason, I agree with the Court that petitioner’s conviction cannot be sustained.