concurring in part and dissenting in part:
I concur in the court’s affirmance of defendant Wilson’s conviction and of his sentence enhancement for obstruction of justice. I differ only in that I would also affirm the district court’s decision to increase Wilson’s sentence under § 3Bl.l(a), for his role as the leader of a criminal activity that was “otherwise extensive.” My colleagues hold that “otherwise extensive” should be defined solely by the number of persons involved in the activity. Op. at 49. In so doing, they follow the lead of two circuits,1 but reject the views of eight others, all of which look to factors beyond a simple headcount.2 This circuit, too, has looked to such other factors, although, as the court notes, in those cases the legal question now before us was not squarely raised.3 Because I conclude that *52the great majority of the circuits are correct, and that it is more faithful to the Sentencing Guidelines to consider the totality of the circumstances in determining whether an activity was “otherwise extensive,” I respectfully dissent.
Guideline § 3Bl.l(a) directs the sentencing court to increase a defendant’s offense level by four if the defendant was an organizer or leader of a criminal activity “that involved five or more participants or was otherwise extensive.” (Emphasis added). My colleagues hold that the second of these two alternative criteria is satisfied only by criminal activity that is the functional equivalent of the first, and they go on to define functional equivalence as a headcount of knowing and unknowing individuals.
There is nothing in the language of § 3Bl.l(a), however, that justifies limiting the term “otherwise extensive” to a headcount. To the contrary, a commonsense reading suggests several ways in which criminal activity may be adjudged “extensive.” The number of individuals involved is, to be sure, a sensible factor to consider. But so are such other factors as duration, geographic reach, degree of organizational sophistication, and number of constituent transactions — as our sister circuits have found.4
This conclusion is only strengthened by consideration of the guideline’s additional descriptor, the word “otherwise.” Had the Sentencing Commission used “similarly” extensive, rather than “otherwise” extensive, to describe § 3Bl.l(a)’s second criterion, the court would have textual support for its headcount limitation. But the use of the word “otherwise” indicates an intention to open the second category to factors different from those considered in the first, rather than to restrict it to those that are strictly of-a-piece. See Webster’s Third New International Dictionary 1598 (1976) (defining “otherwise” as “in a different way or manner” (emphasis added)); see also United States v. Alpers, 338 U.S. 680, 682-84, 70 S.Ct. 352, 94 L.Ed. 457 (1950) (noting that, in statute making it an offense to kidnap “for ransom or reward or otherwise,” term “or otherwise” indicates that kidnaping is prohibited for any purpose and not simply for pecuniary gain, as would be suggested by the first two terms).
Acknowledging that the text of § 3Bl.l(a) does not confirm their interpretation, Op. at 47, my colleagues look instead in other directions. First, they note the commentary to § 3B1.1, which states: “In assessing whether an organization is ‘otherwise extensive,’ all persons involved during the course of the entire offense are to be considered. Thus, a fraud that in*53volved only three participants but used the unknowing services of many outsiders could be considered extensive.” U.S.S.G. § 3B1.1, comment., n.3. This commentary, however, merely instructs that all persons involved — and not simply those who were knowing — should be considered. It does not indicate that the number of persons is to be the only factor in assessing extensiveness.
Moreover, other commentary to § 3B1.1 strongly suggests that the Commission did not intend sentencing courts to confine their analysis of “otherwise extensive” to the number of persons involved. On the contrary, the commentary indicates that in applying § 3B1.1, courts should consider whether the enterprise was extensive “in scope or in planning or preparation”:
In relatively small criminal enterprises that are not otherwise to be considered as extensive in scope or in planning or preparation, the distinction between organization and leadership, and that of management or supervision, is of less significance than in larger enterprises that tend to have clearly delineated divisions of responsibility. This is reflected in the inclusiveness of § 3Bl.l(c).
U.S.S.G. § 3B1.1, comment., background (emphasis added).5 These are precisely the kind of factors considered by circuits that employ the totality of the circumstances test. See supra note 4.
My colleagues suggest two further reasons for limiting “otherwise extensive” to a headcount. First, they worry that if “otherwise extensive” is not cabined by a headcount principle, courts will plunge into an “unconstrained inquiry.” Op. at 47. This concern seems overstated. Prior to the Sentencing Reform Act of 1984, a court’s sentencing inquiry was indeed unconstrained. See Mistretta v. United States, 488 U.S. 361, 363-65, 109 S.Ct. 647, 102 L.Ed.2d 714 (1989). Although it is true that the Sentencing Guidelines were intended to limit that discretion, they were not intended to squeeze out every last drop. See Koon v. United States, 518 U.S. 81, 97, 112, 116 S.Ct. 2035, 135 L.Ed.2d 392 (1996). A court’s analysis of whether criminal activity was “otherwise extensive,” based on factors that accord with a commonsense reading of the term and that have been applied by eight other circuits, is no more unconstrained than is the search for the meaning of many other dispositive, but equally vague, guideline terms. See, e.g., U.S.S.G. § 2Fl.l(b)(2)(B) (“more than minimal planning”); § 3B1.2(b) (“minor participant”); § 3D1.2(b) (“common scheme or plan”); § 1B1.3 (“relevant conduct”). And, of course, a district court’s determination remains ultimately constrained by appellate review for abuse of discretion. See 18 U.S.C. § 3742(e).
*54My colleagues also suggest that a headcount principle is required to prevent “double counting” of offense characteristics taken into account elsewhere in the Guidelines, such as “more than minimal planning” or multiple victims. See, e.g., § 2Fl.l(b)(2). But the “Commission ‘plainly understands the concept of double counting, and expressly forbids it where it is not intended.’ ” United States v. Valdez-Torres, 108 F.3d 385, 389 (D.C.Cir.1997) (quoting United States v. Williams, 954 F.2d 204, 208 (4th Cir.1992)).6 The Commission has not forbidden double counting here, nor even indicated that it is disfavored. See § 1B1.1, comment., n.4 (“Absent an instruction to the contrary, the adjustments from different guideline sections are applied cumulatively.... For example, the adjustments from § 2Fl.l(b)(2) (more than minimal planning) and § 3B1.1 (Aggravating Role) are applied cumulatively.”). Nor is double counting truly at issue where, as in this case, the same conduct may be the ground for multiple adjustments based on different attributes of culpability. See, e.g., United States v. Kelly, 993 F.2d 702, 704-05 (9th Cir.1993) (holding that enhance-mente for both more than minimal planning under § 2Fl.l(b)(2), and leading an extensive criminal activity under § 3Bl.l(a), may be applied without double counting because the two derive from distinct sentencing concerns).7
Finally, even if double counting were of critical concern with respect to § 3Bl.l(a), it would not counsel excluding all factors except for the number of persons involved. There are many other factors upon which extensiveness could properly be based, such as duration and geographic scope, that are not taken into consideration by any guideline other than § 3Bl.l(a). Such factors pose no risk of double counting under any theory, and there is thus no basis for excluding them from consideration at sentencing.8
The court does not dispute that if “otherwise extensive” were defined by the totality of the circumstances, rather than by a headcount, the four-level enhancement of § 3Bl.l(a) would be warranted in this ease. Because-1 conclude that the broader definition is more faithful to the Sentenc*55ing Guidelines, I would affirm the defendant’s sentence in all respects.
. See United States v. Helbling, 209 F.3d 226, 244-45 (3d Cir.2000); United States v. Carrozzella, 105 F.3d 796, 802-04 (2d Cir.1997).
. See, e.g., United States v. Dietz, 950 F.2d 50, 53 (1st Cir.1991) ("[T]he extensiveness of a criminal activity is not necessarily a function of the precise number of persons, criminally culpable or otherwise, engaged in the activity. Rather, an inquiring court must examine the totality of the circumstances, including not only the number of participants but also the width, breadth, scope, complexity, and duration of the scheme.”); United States v. Mergerson, 4 F.3d 337, 348 (5th Cir.1993); United States v. Sanders, 95 F.3d 449, 457 (6th Cir.1996); United States v. Tai, 41 F.3d 1170, 1175 (7th Cir.1994); Morphew v. United States, 909 F.2d 1143, 1145 (8th Cir.1990); United States v. Rose, 20 F.3d 367, 374 (9th Cir.1994); United States v. Yarnell, 129 F.3d 1127, 1139 (10th Cir.1997); United States v. Rodriguez, 981 F.2d 1199, 1200 (11th Cir.1993). As the court notes, the First Circuit reads the Guidelines as also requiring, as an irreducible minimum, that the activity involve at least one criminally responsible person in addition to the defendant. See Dietz, 950 F.2d at 53. Although I agree that we need not decide that point in order to resolve this case, Op. at 47 n. 3, the First Circuit's view appears to be in accord with the commentary to § 3B1.1. See U.S.S.G. § 3B 1.1, comment., n.2.
.See United States v. Sobin, 56 F.3d 1423, 1428 (D.C.Cir.1995) ("The government’s evidence of Sobin’s elaborate scheme to defraud the bankruptcy court, involving multiple bank accounts, aliases and transactions, amply supports the implicit finding that Sobin orchestrated an ‘extensive’ criminal activity.”); United States v. Dale, 991 F.2d 819, 857 (D.C.Cir.1993) (noting "the wide geographic *52reach of the criminal activity and the extensiveness of the actions taken to further the conspiracy”).
. See, e.g., Yarnell, 129 F.3d at 1139 (relying on geographic scope, duration, number of victims, amount of losses, planning, complex execution, as well as number of persons involved); Sanders, 95 F.3d at 457 (relying on fact that activities "took place in several states”); United States v. Briscoe, 65 F.3d 576, 580, 590 (7th Cir.1995) (holding that fraudulent loan operation, run by three criminal participants over four years and involving fifty-nine fraudulent transactions totaling $120,000, constituted "otherwise extensive” enterprise); Mergerson, 4 F.3d at 347-48 (relying on "totality of the evidence,” including amount, value, and purity of heroin negotiated, as well as number of participants); Dale, 991 F.2d at 857 (taking into account "the wide geographic reach of the criminal activity and the extensiveness of the actions taken to further the conspiracy”); Rodriguez, 981 F.2d at 1200 (relying on fact that drug operation "extended from Columbia to Florida to Boston to New York” and "included the purchase and street distribution of 100 kilos of cocaine worth $350,000 in the wholesale market”); Dietz, 950 F.2d at 54 (relying on "course of criminal activity that spanned twelve years, crossed into seven states, utilized many fictitious identities, infiltrated two distinct sets of [government] programs, and snared eight different governmental agencies in its intricately spun web,” as well as number of persons involved); United States v. McKenzie, 922 F.2d 1323, 1329 (7th Cir.1991) (resting on number of couriers, cross-country trips, and transactions).
. Although the commentary set forth in the text explicitly mentions only § 3B 1.1(c), its elaboration of the meaning of “otherwise ... extensive” applies to § 3Bl.l(a) and (b) as well. Guideline § 3B 1.1 states:
(a) If the defendant was an organizer or leader of a criminal activity that involved five or more participants or was otherwise extensive, increase by 4 levels.
(b) If the defendant was a manager or supervisor (but not an organizer or leader) and the criminal activity involved five or more participants or was otherwise extensive, increase by 3 levels.
(c) If the defendant was an organizer, leader, manager, or supervisor in any criminal activity other than described in (a) or (b), increase by 2 levels.
U.S.S.G. § 3B1.1. As the guideline makes clear, the line between criminal activity covered by subsection (c), and that covered by subsections (a) and (b), is the activity's size (number of participants) or extensiveness. The import of the commentary is its description of otherwise extensive as a function of “scope or ... planning or preparation.” My colleagues’ interpretation of the commentary as indicating that scope, planning, and preparation are not factors to consider in determining whether criminal activity is otherwise extensive, but rather factors in determining the “entirely separate” question of degree of responsibility, Op. at 48, is inconsistent with the commentary's language. See U.S.S.G. § 3B1.1, comment., background ("otherwise to be considered as extensive in scope or in planning or preparation” (emphasis added)).
. See id., 108 F.3d at 389 n. 9 (noting, for example, that application note 1 to U.S.S.G. § 2A2.4 expressly directs against enhancement for an "official victim” under § 3A1.2 when the offense itself is assault on a government officer); United States v. Lilly, 13 F.3d 15, 19-20 (1st Cir.1994) ("Double counting in the sentencing context is a phenomenon that is less sinister than the name implies. Since double counting is often perfectly proper, the guidelines themselves are the most helpful aid in the task of separating permissible double counting from its impermissible counterpart. ... We believe the Commission’s ready resort to explicitly stated prohibitions against double counting signals that courts should go quite slowly in implying further such prohibitions where none are written.” (internal quotations omitted)); see also United States v. Johnstone, 107 F.3d 200, 212-13 (3d Cir.1997); United States v. Wong, 3 F.3d 667, 670-71 (3d Cir.1993).
. See United States v. Cobleigh, 75 F.3d 242, 251 (6th Cir.1996) (applying both more than minimal planning enhancement and enhancement under § 3B 1.1(b)); United States v. Curtis, 934 F.2d 553, 556-57 (4th Cir.1991) (applying both more than minimal planning enhancement and enhancement under § 3B 1.1(c)); see also United States v. Syrax, 235 F.3d 422, 428 (9th Cir.2000); United States v. Then, 56 F.3d 464, 466 (2d Cir.1995).
.It is not an answer to say that such factors may still be considered in granting an upward departure from the range established by the applicable guidelines. Op. at 48-49. The availability of departures, which are intended to address circumstances "not adequately taken into consideration by the Sentencing Commission,” 18 U.S.C. § 3553(b) (emphasis added), cannot logically be used to reach a conclusion about which circumstances the Commission did take into consideration. Moreover, the threshold for determining whether a departure from the Guidelines is warranted — i.e., conduct outside the heartland of cases governed by an offense guideline, see U.S.S.G. ch.l, pt. A(4)(b) — is significantly different from the standard for applying an enhancement within the Guidelines.