CELEX: 32019M9538
Language: en
Date: 2019-10-30 00:00:00
Title: Commission Decision of 30/10/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9538 - BROADCOM / SYMANTEC ENTERPRISE SECURITY BUSINESS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 30.10.2019
                                                                C(2019) 7960 final
                                                                                         PUBLIC VERSION
                                                                 In the published version of this decision,
                                                                 some information has been omitted
                                                                 pursuant to Article 17(2) of Council
                                                                 Regulation      (EC)      No     139/2004
                                                                 concerning non-disclosure of business
                                                                 secrets     and      other     confidential
                                                                 information. The omissions are shown
                                                                 thus    […].     Where possible         the
                                                                 information omitted has been replaced by
                                                                 ranges of figures or a general description.
                                                                To the notifying party
Subject:            Case M.9538 – Broadcom / Symantec Enterprise Security Business
                    Commission decision pursuant to Article 6(1)(b) of Council Regulation
                    No 139/20041 and Article 57 of the Agreement on the European Economic
                    Area2
Dear Sir or Madam,
(1)       On 26 September 2019, the European Commission received notification of a
          proposed concentration pursuant to Article 4 of the Merger Regulation by which
          Broadcom Inc. (“Broadcom” or the “Notifying Party”, United States of America)
          acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control
          of parts of Symantec Corporation (“Symantec”, United States of America) (the
          “Transaction”). The Transaction only concerns Symantec’s Enterprise Security
          Business (“SESB” or “Target Business”). Broadcom and Symantec are collectively
          referred to as the “Parties”.3
1    OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009, the Treaty on the
     Functioning of the European Union (the “TFEU”) has introduced certain changes, such as the replacement
     of “Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU
     will be used throughout this decision.
2    OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).
3    Publication in the Official Journal of the European Union No C 333, 4.10.2019, p. 18.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 1.       THE PARTIES
(2)      Broadcom, headquartered in San José, California, United States of America, is a
         technology company that designs, develops, and supplies a broad range of
         semiconductors as well as infrastructure software solutions that enable customers to
         plan, develop, automate, manage and secure applications across mobile, cloud,
         distributed and mainframe platforms.
(3)      Symantec, headquartered in Mountain View, California, United States of America,
         designs, manufactures, and provides security software, storage, and systems
         management solutions to consumers and enterprises.
(4)      SESB offers a mix of products, services, and solutions, unifying cloud and on-
         premises security elements, to provide enterprises with advanced threat protection
         and information protection across their endpoints4, networks, email, and cloud
         applications.
2.       THE CONCENTRATION
(5)      The Transaction consists of the acquisition of sole control of SESB by Broadcom, on
         the terms, and subject to the conditions, of an asset purchase agreement (“APA”)
         entered into between Broadcom and Symantec on 8 August 2019. The acquisition
         concerns Symantec’s business, operations and activities reported as the “Enterprise
         Security” segment5, which includes making, marketing, selling and providing the
         related products and services.6 The APA includes a detailed list of assets, such as
         employees, products and services, customer contracts, property rights and
         technologies belonging to SESB. After the Transaction, SESB will be wholly owned
         by Broadcom.
(6)      The Transaction does not include Symantec’s Consumer Cyber Safety business unit,
         over which Symantec will continue to exercise sole control.
(7)      The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of
         the Merger Regulation.
3.       UNION DIMENSION
(8)      The undertakings concerned have a combined aggregate world-wide turnover of
         more than EUR 5 000 million (Broadcom: EUR 21 185 million, SESB: EUR 2 006
         million).7 Each of them has an EU-wide turnover in excess of EUR 250 million
         (Broadcom: EUR […], SESB: EUR […]), but they do not achieve more than two-
         thirds of their aggregate EU-wide turnover within one and the same Member State.
4   Endpoints are remote computing devices, such as laptops, tablets or smart phones, that connect to a
    network and communicate with the network. Short Form CO, footnote 21.
5   The Transaction does not include Symantec’s LifeLock ID Analytics business unit (providing identity
    theft protection solutions), which is currently reported as part of the enterprise security segment. Short
    Form CO, paragraphs 6 and 32.
6   Short Form CO, Annex 3.1.1 (Asset Purchase Agreement).
7   Turnover calculated in accordance with Article 5 of the Merger Regulation.
                                                          2
 ---pagebreak---          The notified operation therefore has a Union dimension pursuant to Article 1(2) of
         the Merger Regulation.
4.       RELEVANT MARKETS
4.1.     Introduction
(9)      Both Parties are active in the supply of software. The relevant market(s) will be
         examined in section 4.2. In line with previous decisions8 relating to the software
         industry, in order to identify the narrowest possible product markets, the
         Commission relied on market segmentations set by the market intelligence company
         Gartner Inc. (“Gartner”).9 Gartner is a well-known market intelligence source for
         software markets and provides very granular sub-segmentations and corresponding
         market share information.
(10)     Broadcom is also active in the supply of a broad range of semiconductor products.
         As there is no plausible relationship between Broadcom’s activities in the market for
         the supply of semiconductors (or any potential sub-markets thereof) and SESB’s
         activities in the market for the supply of software (or any potential sub-markets
         thereof), the Transaction does not give rise to a significant impact on any other
         markets.10,11 Therefore, for the purpose of the present decision, the Commission will
8   See, for instance, Commission decision of 8 March 2017 in case M.8223 – Micro Focus/HPE Software
    Business.
9   The market intelligence company IDC also provides market data and analysis about the information
    technology sector and has also been used by the Commission in previous decisions. See, for instance,
    Commission decision of 26 January 2011 in case M.5984 – Intel/McAfee. However, for the purpose of the
    present decision, Gartner’s segmentation provides the most granular segmentations. For instance, for the
    enterprise security software segment, Gartner provides nine sub-segments while IDC lists only seven sub-
    segments for security software and does not provide separate data for enterprise security software
    solutions. Based on the IDC segmentation, there are no affected possible markets resulting from the
    Transaction.
10 In the course of the market investigation, the software supplier Trend Micro mentioned the existence of a
    commercial agreement that it has with Broadcom that enables Broadcom to run certain Trend Micro
    software on certain of its semiconductors. This agreement concerns Broadcom’s application-specific
    standard products (“ASSPs”) with on-chip processors (i.e. systems-on-a-chip (“SoCs”)) used in consumer
    devices such as residential gateway units (e.g. cable modems, DSL gateways, consumer routers) or set-top
    boxes. Broadcom’s SoCs used in the central processing units of these devices may contain Trend Micro’s
    consumer software products. This commercial agreement relates to non-enterprise security software (i.e.
    consumer security software that runs on consumer devices), a separate product market based on the end-
    use segmentation considered in paragraph (14), section 4.2.1 below. In any event, information provided by
    the Notifying Party shows that SESB’s software solutions do not run on Broadcom’s SoCs such that they
    cannot be considered “closely related” to Broadcom’s SoC products within the meaning of paragraph 91
    (relating to possible conglomerate effects) of the Commission’s Non-Horizontal Merger Guidelines
    (Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of
    concentrations between undertakings, OJ C 265, 18.10.2008). As it is technically not possible to combine
    the two products, they cannot be considered to be complementary products that are generally purchased by
    the same set of customers for the same end use. Consequently, Trend Micro’s agreement with Broadcom
    will not be impacted by the Transaction. Similarly, application-specific integrated circuits (“ASICs”) – the
    main semiconductor type sold by Broadcom – are not “closely related” to SESB’s software. ASICs are
    used for analogue processing or adjacent tasks. Given their application-specific nature, ASICs are not able
    to run any general-purpose software such as enterprise security software. Notifying Party’s reply of 13
    October 2019 to RFI 3, question 1.
11 In the course of the market investigation, the software supplier McAfee indicated that it relies on
    Broadcom’s ASSPs used in IP/Ethernet switches/routers (in particular Broadcom’s StrataXGS product
                                                           3
 ---pagebreak---          not discuss further Broadcom’s activities in the market (or any potential sub-
         markets) for the supply of semiconductors.
4.2.     Software supply
(11)     The Transaction concerns the market for the supply of software. More specifically,
         the Parties are both active in the supply of infrastructure software, which refers to a
         wide category of software products that: (i) provide the infrastructure for
         applications to run on a server; (ii) can be accessed from a variety of clients over a
         network; and (iii) are capable of connecting to a variety of information sources.12
(12)     Within infrastructure software, the Parties’ activities only overlap in the supply of (i)
         enterprise security software; and (ii) IT operations management (“ITOM”) software
         for enterprise use (as illustrated in Table 1 of section 5.1). Therefore, for the purpose
         of the present decision, the Commission will focus on these two areas within
         infrastructure software.
(13)     Furthermore, the Commission considered whether the Transaction could give rise to
         a significant impact on any other enterprise software markets in which Broadcom
         has a market share above 30%, i.e. the potential markets for ITOM mainframe tools
         and for application development mainframe tools. Therefore, the Commission will
         also examine these two areas.
4.2.1. Product market definition
(14)     The Commission has in the past classified software products on the basis of
         functionality, the end-user (enterprise software vs. consumer software) and the
         specific sector13 in which the software is used (e.g. healthcare software).14
    line as well as Broadcom’s corresponding software development kit (“SDK”) suite) for McAfee’s network
    security platform (“NSP”) product offering. While McAfee stressed the importance of ensuring
    interoperability going forward, McAfee did not observe any merger-specific impact resulting from the
    Transaction (Reply of McAfee to questionnaire Q1 to competitors and customers, questions 7.1 and 8.1;
    McAfee’s email response of 16 October 2019). Indeed, the Notifying Party confirms that McAfee’s NSP
    does not compete with any SESB products and belongs to Gartner’s overall data center systems market
    segment and that it is technically impossible to integrate such software directly in IP/Ethernet
    switches/routers as they run at different layers of the OSI Model (i.e. the reference model for how
    applications communicate over a network, breaking down data transmission into seven layers). Notifying
    Party’s reply of 13 October 2019 to RFI 3, question 8; Notifying Party’s reply of 22 October 2019 to RFI
    6, question 1. Therefore, there is also no theoretical vertical relationship between SESB and Broadcom’s
    activities in the supply of ASSPs used in IP/Ethernet switches/routers. In any event, according to the
    Notifying Party, there is no potential for a degradation of interoperability. Broadcom’s SDK suite is
    provided to all customers purchasing Broadcom’s devices and any degradation of the SDK provided to
    Broadcom’s customers would impair the ability of the IP/Ethernet switch/router to operate for any purpose
    (not simply with respect to McAfee’s NSP product). Notifying Party’s reply of 13 October 2019 to RFI 3,
    questions 7-9. The merged entity will therefore have no ability or incentive to deteriorate or stop
    providing access to interoperability information to McAfee.
12 Commission decision of 29 April 2008 in case M.5080 – Oracle/Bea, paragraph 8 and Commission
    decision of 8 March 2017 in case M.8223 – Micro Focus/HPE Software Business, paragraph 16.
13 The segmentation by sector in which the software is used is not relevant in the context of the Transaction.
    Both Parties supply their enterprise software to a wide range of sectors and do not focus on sector-specific
    software solutions (Short Form CO, Annexes 5.3.25 and 5.3.26). Therefore, the Commission will not
    discuss further a potential segmentation by sector for the purpose of the present decision.
                                                            4
 ---pagebreak--- (15)   In relation to functionality, in previous cases, the Commission classified software
       products into: (i) infrastructure software; (ii) middleware (i.e. integration
       platforms); (iii) application software and office software; and (iv) operating/browser
       software.15
(16)   Within infrastructure software, the Commission has considered the following
       additional sub-segmentation: (i) security software; (ii) ITOM software; (iii)
       application development software; and (iv) storage management software.16
(17)   Enterprise security software seeks to reduce the risk of unauthorised access to the
       data and IT systems of organisations. It is designed to improve the security of
       enterprise network infrastructures through security management, access control,
       authentication, encryption, data loss prevention, intrusion detection and prevention,
       vulnerability assessment, and perimeter defence, among others.17
(18)   The overall enterprise security software category is divided by Gartner into the
       following nine sub-segments: (i) application security testing (dynamic and static);
       (ii) data loss prevention; (iii) enterprise endpoint protection; (iv) identity governance
       and administration; (v) secure e-mail gateways; (vi) secure web gateways;
       (vii) security information and event management; (viii) (web) access management;
       and (ix) other security software.18
(19)   ITOM software for enterprise use monitors and controls the manner a company’s IT
       department approaches IT services, deployment, and support to ensure consistency,
       reliability, and quality. It represents all tools necessary to manage the provisioning,
       capacity, performance, and availability of the computing, networking and application
       environment.19
(20)   Gartner delineates the overall ITOM software segment into the following sub-
       segments: (i) delivery automation, which is further subdivided into (a) general and
       (b) application release orchestration; (ii) experience management, which is further
       subdivided into (a) IT Services Management (“ITSM”) and (b) software asset
       management (“SAM”), IT asset management (“ITAM”), and IT Financial
       Management (“ITFM”); (iii) performance analysis, which is further subdivided into
       (a) artificial intelligence for operations, IT infrastructure monitoring and other
       monitoring tools, (b) application performance management, and (c) network
       performance monitoring and diagnosis; and (iv) other ITOM software not
       specifically covered within the above-named categories, including (a) ITOM
       mainframe tools and (b) other ITOM.
14 Commission decision of 20 June 2011 in case M.6237 – Computer Sciences Corporation/iSoft Group,
   paragraphs 22-25 and Commission decision of 8 March 2017 in case M.8223 – Micro Focus/HPE
   Software Business, paragraph 17.
15 Commission decision of 20 June 2011 in case M.6237 – Computer Sciences Corporation/iSoft Group,
   paragraph 23; Commission decision of 15 December 2014 in case M.7458 – IBM/INF Business of
   Deutsche Lufthansa, paragraph 35; and Commission decision of 8 March 2017 in case M.8223 – Micro
   Focus/HPE Software Business, paragraph 18.
16 Commission decision of 8 March 2017 in case M.8223 – Micro Focus/HPE Software Business, paragraph
   19.
17 Short Form CO, paragraph 46.
18 Consumer security software solutions are not part of Gartner’s enterprise security software segment. Short
   Form CO, paragraph 43, footnote 19.
19 Short Form CO, paragraph 48.
                                                         5
 ---pagebreak--- (21)     Application development (“AD”) software for enterprise use includes tools that
         represent each phase of the software development life cycle (including planning,
         creating and verification). Within this category, Gartner’s sub-segmentation for AD
         mainframe tools covers specialised AD tools used to develop and maintain
         applications that run on mainframe computers.20
(22)     The Commission has not examined AD mainframe tools in prior decisions, but it has
         reviewed the broader category of AD software and considered whether different
         types of AD software constitute separate product markets, ultimately leaving the
         exact market definition open.21 In line with Gartner’s segmentation, a possible
         product market for AD mainframe tools can be identified.
(23)     The Notifying Party agrees with the Commission precedents that differentiate
         between software according to functionality and end-user. Consequently, the
         Notifying Party considers that the relevant product markets for the purpose of the
         Transaction are security software, ITOM software and AD software for enterprise
         use.22
(24)     The Commission has not identified any reasons in this case to deviate from its
         precedents in which it defines the software industry market by reference to
         functionality and end-users as well as identifies the narrowest possible product
         markets. Among existing market intelligence reports which have been provided by
         the Notifying Party and have been used by the Commission in prior decisions,
         Gartner provides the most granular segmentations and will therefore be used in this
         decision. The potential markets for security software, ITOM software and AD
         software for enterprise end use may thus be further segmented on that basis, as
         described in paragraphs (18) to (21). Finally, the market investigation did not
         suggest alternative product market definitions.
(25)     The Commission considers that, in any event, for the purposes of this decision, the
         exact product market definition with regard to the supply of infrastructure software
         can be left open, as the Transaction does not raise serious doubts as to its
         compatibility with the internal market or the functioning of the EEA Agreement
         under the narrowest possible product market definition, for which market share data
         is available, based on the Gartner segmentation.
4.2.2. Geographic market definition
(26)     In previous cases, the Commission concluded that the geographic market for
         infrastructure software (as well as any potential segmentations of that market) was
         worldwide or at least EEA-wide in scope, since customers consider offers from
         vendors from all parts of the world, there are no technological barriers that restrict
20  Mainframe computers differ from standard PCs in several ways such as using different processor
    instruction sets. Notifying Party’s reply of 22 October 2019 to RFI 5, question 1.
21 Commission decision of 8 March 2017 in case M.8223 – Micro Focus/HPE Software Business, paragraph
    32; Commission decision of 5 March 2008 in case M.4747 – IBM/Telelogic, paragraph 122; Commission
    decision of 20 February 2003 in case M.3062 – IBM/Rational, paragraphs 11, 16, 20, and 23.
22 Short Form CO, paragraphs 51-52; Notifying Party’s reply of 22 October 2019 to RFI 5, question 1.
                                                           6
 ---pagebreak---         vendors from supplying customers globally, and infrastructure software are broadly
        identical across different countries.23
(27)    The Notifying Party agrees with the Commission’s precedents defining a worldwide
        market, arguing that, from a supply-side perspective, suppliers participate in projects
        regardless of the project’s location. In particular, by removing the physical presence
        of the software in a company premises, it is possible to supply companies located
        across the world through cloud computing. From a demand-side perspective, the
        Notifying Party submits that companies compare the effectiveness of different global
        manufacturers and source their infrastructure software products globally.24
        Nevertheless, the Notifying Party also provided EEA-wide market shares.
(28)    In any event, for the purposes of this decision, the exact geographic market
        definition with regard to the supply of infrastructure software (as well as any
        potential segmentations of that market) can be left open, as the Transaction does not
        raise serious doubts as to its compatibility with the internal market or the functioning
        of the EEA Agreement under any plausible geographic market definition.
5.      COMPETITIVE ASSESSMENT
5.1.    Affected markets
5.1.1. Horizontally affected markets
(29)    As stated above, the Parties’ product portfolios only overlap with regard to the
        possible markets for enterprise security software and ITOM software for enterprise
        use and certain potential segmentations of that market. In line with the approach set
        out in paragraph (25), the narrowest possible markets in this regard correspond to the
        sub-segmentations provided by Gartner.25
23  Commission decision of 29 April 2008 in case M.5080 – Oracle/Bea, paragraphs 14-15; Commission
    decision of 21 October 2010 in case M.5529 – Oracle/Sun Microsystems, paragraphs 767-769 and
    Commission decision of 8 March 2017 in case M.8223 – Micro Focus/HPE Software Business, paragraph
    36.
24 Short Form CO, paragraph 55.
25 Based on the IDC segmentation, the Parties overlap in the following security software sub-segments: (i)
    identity and digital trust software, (ii) endpoint security software, and (iii) security analytics, intelligence,
    response, and orchestration. None of these sub-segments are affected as a result of the Transaction. Short
    Form CO, Annex 6.1.1.
                                                             7
 ---pagebreak---  ---pagebreak--- (34)     Broadcom has a market share above 30% in two Gartner sub-segments: (i) ITOM
         mainframe tools,31 where Broadcom has a [20-30]% market share in the EEA and
         [30-40]% worldwide and (ii) AD mainframe tools,32 where Broadcom has a [30-
         40]% market share in the EEA and [40-50]% worldwide.33
(35)     However, neither ITOM mainframe tools nor AD mainframe tools are closely related
         to SESB’s activities.34 First, the Parties indicate that SESB software products cannot
         be used on mainframe computer systems where Broadcom’s ITOM mainframe tools
         and its AD mainframe tools are used. Second, even if there are customers that
         purchase both Broadcom’s and SESB’s products, these purchases are intended for
         different purposes, as Broadcom’s products are used for mainframe computers and
         SESB’s products are used for other types of systems within the company or the
         company’s network as a whole. Accordingly, such customers do not qualify as
         common customers for the “same end use”, within the meaning of paragraph 91 of
         the Non-Horizontal Merger Guidelines. Third, even for overlapping customers, the
         two sets of products are not susceptible to bundling or tying practices, given that the
         products are not sold together to the same division within a customer organisation, or
         on the same timetables. While respondents to the market investigation mentioned
         Broadcom’s general tendency to employ bundling or tying strategies, no concerns
         were voiced as regards a possible bundling of Broadcom’s ITOM mainframe tools
         and/or AD mainframe tools with SESB’s software solutions. Moreover, all
         respondents confirmed that there are sufficient credible alternative suppliers to
         Broadcom in these two market segments. Likewise, all respondents, including
         competing suppliers of enterprise security software, indicated that they do not
         require access to Broadcom’s ITOM mainframe tools and/or AD mainframe tools in
         order to ensure interoperability.35
(36)     This general view conforms to Broadcom’s internal documents assessing the
         Transaction, which do not envisage Broadcom’s ITOM mainframe tools or its AD
         mainframe tools or any conglomerate strategy in relation to these products.36
5.2.     Horizontal non-coordinated effects
5.2.1. The Notifying Party’s view
(37)     According to the Notifying Party, the Transaction will not raise any competition
         concerns in the (potential) market for the supply of data loss prevention software.
30  As explained in footnote 10, there is no conglomerate relationship either between SESB and Broadcom’s
    activities in the supply of certain semiconductor products (i.e. ASSPs for residential gateway units and
    set-top boxes).
31  ITOM mainframe tools include tools for managing and monitoring mainframe implementations, including
    application performance monitoring, monitoring, database management, systems management,
    automation, workload automation and IT process automation. Short Form CO, paragraph 44, footnote 31.
32  AD mainframe tools include tools that represent each phase of the software development life cycle
    (including planning, creating and verification). AD mainframe tools are specialised AD tools used to
    develop and maintain applications that run on mainframe computers, which differ from standard PCs in
    several ways (such as using different processor instruction sets). Notifying Party’s reply of 22 October
    2019 to RFI 5, question 1.
33  Short Form CO, paragraphs 109-110.
34  Short Form CO, paragraphs 109-111.
35  Replies to questionnaire Q1 to competitors and customers, questions 3-5 and 9-11.
36  Short Form CO, Annexes 5.3.1-5.3.24.
                                                         9
 ---pagebreak---  ---pagebreak--- (41)    The Commission also notes that the Transaction will not have a significant effect on
        the market structure in the EEA or worldwide for the supply of data loss prevention
        software. As shown in Table 2, the market share increment brought about by the
        Transaction is very limited (below [0-5]% worldwide and in the EEA throughout the
        last three years).
(42)    Furthermore, there is a large number of alternative suppliers of data loss prevention
        software active both worldwide and in the EEA. All of these suppliers, including
        McAfee, Digital Guardian, Fidelis Cybersecurity and Venustech, as well as
        Forcepoint and RSA, will continue to compete effectively with the merged entity
        post-Transaction.
(43)    Finally, the evidence on file suggests that the Parties are not particularly close
        competitors in this market. While SESB is the market leader, Broadcom is a small
        player on this market and its “CA Data Protection” product is a legacy solution,
        […].40 Therefore, Broadcom currently does not seem to constitute an important
        competitive constraint in this market.
(44)    Further, the Commission notes that similar arguments equally apply to the
        potentially broader market for enterprise security software. In any event, the Parties’
        combined market share for 2018 was [5-10]% worldwide and [5-10]% in the EEA,
        which is well below 20%.
5.2.2.1. Conclusion
(45)    In light of the foregoing, the Commission concludes that the Transaction does not
        raise serious doubts as to its compatibility with the internal market or the functioning
        of the EEA Agreement in the (potential) market for the supply of data loss
        prevention software or the broader market for enterprise security software, in the
        EEA or worldwide.
6.      CONCLUSION
(46)    For the above reasons, the European Commission has decided not to oppose the
        notified operation and to declare it compatible with the internal market and with the
        EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the
        Merger Regulation and Article 57 of the EEA Agreement.
                                                        For the Commission
                                                        (Signed)
                                                        Margrethe VESTAGER
                                                        Member of the Commission
40  Short Form CO, paragraph 73.
                                                   11