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Danaher (NYSE:DHR)

Q3 2013 Earnings Call

October 17, 2013 8:00 am ET

Executives

Matt R. McGrew - Vice President of Investor Relations

H. Lawrence Culp - Chief Executive Officer, President, Director, Member of Finance Committee and Member of Executive Committee

Daniel L. Comas - Chief Financial Officer and Executive Vice President

Analysts

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Scott R. Davis - Barclays Capital, Research Division

Steven E. Winoker - Sanford C. Bernstein & Co., LLC., Research Division

Nigel Coe - Morgan Stanley, Research Division

Jeffrey T. Sprague - Vertical Research Partners, LLC

Jonathan P. Groberg - Macquarie Research

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

Julian Mitchell - Crédit Suisse AG, Research Division

S. Brandon Couillard - Jefferies LLC, Research Division

Deane M. Dray - Citigroup Inc, Research Division

Ross Muken - ISI Group Inc., Research Division

Operator

Good morning. My name is Debbie, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Danaher Corporation Third Quarter 2013 Earnings Results Conference Call. [Operator Instructions] I would now like to turn the call over to Mr. Matt McGrew, Vice President of Investor Relations. Mr. McGrew, you may begin your conference.

Matt R. McGrew

Good morning, everyone, and thanks for joining us. On the call today are Larry Culp, our President and Chief Executive Officer; and Dan Comas, our Executive Vice President and Chief Financial Officer.

I'd like to point out that our earnings release, a slide presentation supplementing today's call, our third quarter Form 10-Q and the reconciling and other information required by SEC Regulation G relating to any non-GAAP financial measures provided during the call are all available in the Investors section of our website, www.danaher.com, under the heading Financial Information, Quarterly Earnings, and will remain available following the call.

The audio portion of this call will be archived on the Investors section of our website later today under the heading Investor Events and will remain archived until our next quarterly call. A replay of this call will also be available until October 24, 2013. The replay number is (888) 203-1112 in the U.S. and (719) 457-0820 internationally. Confirmation code is 1705356.

During the presentation, we'll describe certain of the more significant factors that impacted year-over-year performance. Please refer to the supplemental materials and our third quarter Form 10-Q for additional factors that impacted year-over-year performance. Unless otherwise noted, all references in these remarks and accompanying presentation of earnings, revenues and other company-specific financial metrics relate to the third quarter of 2013 and relate only to the continuing operations of Danaher's business. And all references to period-to-period increases or decreases in financial metrics are year-over-year.

I'd also like to note that we may make some statements during the call that are forward-looking statements within the meaning of the federal securities law, including statements regarding events or developments that we believe or anticipate will or may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, including those set forth in our SEC filings. It is possible that actual results might differ materially from any forward-looking statements that we make today. These forward-looking statements speak only as of the date that they are made, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events and developments or otherwise.

With that, I'll turn the call over to Larry.

H. Lawrence Culp

Matt, thanks. Good morning, everyone. Another very good quarter for Danaher. Our team continues to execute well, taking advantage of the strength of our portfolio and the Danaher Business System to deliver solid core growth, margin and cash flow performance.

Revenues grew 5.5% to $4.7 billion with core revenues up 3%. Acquisitions increased revenues by 3% while currency translation decreased revenues by 0.5 point. The investments we've been making in new product development and sales and marketing initiatives, particularly the rapidly expanding digital world, are driving growth and share gains across many of our businesses. Radiometer, Leica Biosystems, ChemTreat, Gilbarco, Leica Microsystems and Videojet are among the businesses that we believe increased their relative market share this quarter.

From a geographic perspective, high-growth markets grew mid-single-digits. China delivered low single-digit growth led by our Dental, Water Quality and Life Sciences & Diagnostics platforms. Most of our industrial businesses continue to see sales declines in China. Developed markets improved sequentially from the first half of the year, while year-over-year, Japan grew mid-single-digits, the U.S. was up low single-digits and Western Europe was slightly positive.

Our gross margin was 51.9% and gross profit improved $145 million. This increase, along with our holding G&A essentially flat, allowed us to grow our combined R&D and sales and marketing investments faster than our sales growth rate. We delivered outstanding margin expansion this quarter with our core operating margin increasing 110 basis points and reported operating margin improving 30 basis points to 17.4%. Our free cash flow to net income conversion was 139% in the quarter and we're still driving towards $3 billion of free cash flow for the full year.

We remain active and optimistic on the M&A front. During the first 9 months of the year, we closed more than $850 million of acquisitions, primarily in our Environmental, Industrial Technologies and Life Sciences & Diagnostics segments. We've had a number of constructive conversations with companies across all of our growth platforms and remain confident in our ability to deploy the $8 billion of potential M&A capacity available through 2014 in a strategic yet disciplined way.

Turning to our 5 operating segments. Test & Measurement core revenues were flat as growth in our mobile tool distribution business was offset by modest declines in both our instruments and communications platforms. Both core growth -- both core and reported operating margin decreased 90 basis points, primarily due to the impact of targeted growth spending, including the expansion of our network monitoring systems for next-generation LTE networks and our DdoS security offerings for our enterprise and service provider customers. Instruments core revenues declined slightly.

At Fluke, core revenues were flat as increased demand for our industrial products in the U.S. and Western Europe was offset by pockets of weakness in certain high-growth markets. Fluke has generated more than $100 million of revenue from new products introduced since the beginning of last year, including additions to our power quality thermography and calibration lines. These new products, along with productivity and cost-reduction initiatives, helped drive more than 100 basis points of gross margin expansion in the quarter. At Tektronix, core sales declined slightly as low single-digit growth in developed markets was more than offset by weakness in our China export business where we primarily serve the technology sector.

Communications core revenues declined at a low single-digit rate as strong demand for security applications in North America and Western Europe was more than offset by a decline at our network management solutions business in the same regions. Encouragingly though, bookings were up double-digit in the quarter and we expect core growth rates to accelerate in the fourth quarter. New products introduced within the last 18 months, including Arbor's Pravail enterprise security software and Fluke Networks' TruView network performance monitoring solution, accounted for more than 25% of the total third quarter platform revenue and are steadily building momentum. During the quarter, Arbor closed the acquisition of Packetloop, a developer of big data security and forensic analytics used to provide enterprises with enhanced advanced threat detection during cyber attacks. Packetloop's capabilities complement Arbor's Pravail and Peakflow products, further extending our DdoS-centric solutions toward a broader suite of advanced threat analytics.

Turning to our Environmental segment. Revenues increased 10% with core revenues up 4.5%. The segment core operating margin improved 60 basis points with reported operating margin down 80 basis points due to the dilutive effect of recent acquisitions. Our Water Quality platform's core revenues increased at a mid-single-digit rate, in part due to an improvement in North American municipal project activity at both Hach and Trojan. Hach has now seen 3 sequential quarters of U.S. municipal spending increases. Sales in China continued to grow at a double-digit rate.

Trojan's orders were up high single-digits due to several large wastewater project wins, including the city of Chicago, one of several large U.S. cities now deploying UV technology in their treatment facilities. At ChemTreat, we continue to grow faster than the market and achieved another milestone as quarterly revenue surpassed $100 million for the first time. Gilbarco Veeder-Root's core revenues grew at a mid-single-digit rate, led by demand for our payment solutions, which grew more than 25% in the quarter due to significant customer wins in Asia and Australia.

During the quarter, we expanded our highly popular Encore product line with a new compressed natural gas dispenser, which allows us to help retailers capitalize on the growing trend toward alternative fuels while also delivering superior safety features and seamless monitoring. In the quarter, we acquired Teletrac, further building out our smart transport business. Teletrac complements the previous acquisition of Navman Wireless by providing increased access to the U.S. market and key verticals, including long-haul trucking.

Moving to Life Sciences & Diagnostics. Revenues increased 10.5% with core revenues up 6%. Core operating margin was up 285 basis points, while our reported operating margin decreased 200 -- while our reported operating margin increased 250 basis points to 14.7%. Core revenues in Diagnostics grew mid-single-digits. At Beckman Coulter Diagnostics, core revenues were up low single-digits with growth in all major product lines, particularly clinical automation and immunoassay. We've seen low single-digit core growth or better for the last 6 quarters and the business is becoming more competitive each day.

As many of you know, during the quarter, we received FDA 510(k) clearance for the Access troponin assay for use on the DxI series of immunoassay systems. This clearance marks an important milestone for our customers and the Beckman Coulter team. For the first time since 2010, Beckman can offer the troponin assay to existing and new customers in the U.S. for use on all of our immunoassay and integrated chemistry and immunoassay systems.

With both troponin approvals received and many other regulatory and quality improvements made, we're better positioned to focus on retaining existing and winning new customers and to more effectively and actively increase growth investments in the business. We've launched several significant new products in the last year, including the AU 5800 and the DxH 600, and are investing in new product development and menu expansion to boost product vitality and ultimately, drive higher organic growth rates.

Radiometer's core sales increased at a low single -- at a low double-digit rate. Sales in high-growth markets were up more than 20%, led by China, which grew in excess of 35%. AQT, our cardiac care breakthrough, also had another terrific quarter, growing more than 30%.

At Leica Biosystems, core sales increased approximately 10% as advanced staining and core histology sales both grew low double-digits. Increasingly, we are finding opportunities to provide differentiated solutions to our customers. In this quarter, we had several meaningful wins as a result of the integration of our core histology capabilities with our advanced staining solutions to simplify overall pathology laboratory workflows.

Core revenues in our Life Sciences platform grew high single-digits with solid sales in most geographies, particularly Japan, China and Western Europe. AB SCIEX core revenues grew high single-digits, led by particular strength in pharma and in applied markets. The 6500 Triple Quad continues to build momentum and has generated more than $100 million in revenue since its launch last year.

AB SCIEX continues to expand its digital capabilities with multiple new and enhanced launches this year, including its new MasterView Software, which allows the mass spectrometer to be used for routine analysis in food safety, environmental and forensic toxicology laboratories with minimal training needed for lab personnel. This is just one of the many new applications introduced this year that simplify workflows and enable greater efficiency and cost savings for our customers. Of note, today, approximately half of AB SCIEX R&D associates are dedicated to software development, with nearly 1/3 of the total R&D spend focused on these digital efforts.

Leica Microsystems core sales increased mid-teens, with sales of our confocal microscopes up more than 30%. Our SP8 modular confocal laser scanning microscope has generated over $150 million of revenue since its launch last year and continues to be very well-received. We're very proud of the fact that all 3 winners of the 2013 Nobel Prize in Physiology or Medicine cited Leica microscopes in their publications during the period in which they carried out the work that contributed to their awards. This is the third year in a row that Leica microscopes have been cited in Nobel Prize-winning work in the field of physiology or medicine. We're pleased to support such important and pioneering work.

Turning to Dental. Segment revenues increased 4.5%, while core revenues were up 3.5%. Core operating margin increased 70 basis points and reported operating margin increased 60 basis points to 16.1%. This marks the first quarter Dental segment margins have exceeded 16%, evidence of our team's ability to drive and sustain improvements.

Dental consumables core revenues grew mid-single-digits with solid demand in most geographies and product lines. In particular, we saw outstanding traction in our implant business, growing over 20%. Revenues from products introduced during the last 18 months have doubled since the first quarter, as adoption ramps for our new products, including the Lythos Digital Orthodontic Impression System and our TF Adaptive endodontic file.

KaVo core revenues increased low single-digits as double-digit growth in the U.S. was partially offset by weakness in project business in Western Europe. During the quarter, KaVo launched the DIAGNOcam, a handheld, X-ray-free digital imaging system that uses light technology instead of radiation to provide doctors with unsurpassed imaging quality.

In Industrial Technologies, total revenues increased 1%, while core revenues decreased 1%. Due to a weak top line, core operating -- or despite a weak top line, core operating margin expanded 100 basis points and reported operating margin increased 80 basis points to 22.6%. Motion core revenues declined at a high single-digit rate. However, we have seen improvements in the North American industrial automation and distribution markets.

We've also had commercial success with several new design wins, including a contract from a major material handling company for critical motion control capability worth over $15 million annually at full volume production. The team's execution on the margin front has been excellent, as operating margin increased more than 100 basis points from the first 9 months of the year. Motion continues to transition out of some of their lower-margin business, negatively impacting sales performance in the short term but positioning us for better and more profitable growth longer term.

Core revenues in our Product Identification platform were flat as mid-single-digit growth at Videojet and X-Rite was largely offset by a significant nonrepeating consumer electronics laser order last year, which created a difficult prior year comparison. We believe the investments we've made in digital marketing lead generation and in innovation at Videojet, combined with our expanding commercial DBS capabilities, continue to drive relative outperformance. We're now deploying the same lead gen growth tools to many of our other businesses.

During the quarter, Esko announced their first acquisition as part of Danaher, acquiring CAPE Systems, a software developer that specializes in packaging design, pallet optimization and truck and container loading solutions. This acquisition expands Esko's capabilities to provide an end-to-end offering to its packaging customers from packaging design all the way through to point of sale.

So to wrap up, our team continues to execute well with the Danaher Business System, delivering solid core growth, operating margin expansion and cash flow performance. We believe our new product and go-to-market investments, our continued focus on productivity and efficiency initiatives and our optimism on the acquisition front position us well for the balance of 2013 and beyond.

We are initiating fourth quarter diluted net EPS guidance of $0.91 to $0.96 and confirming our full year adjusted diluted net EPS guidance of $3.37 to $3.42. We are assuming fourth quarter 2013 core revenue growth to be in the range of 2% to 3%.

Matt R. McGrew

Thanks, Larry. That concludes the formal comments. Debbie, we're ready to take some questions.

Question-and-Answer Session

Operator

[Operator Instructions] We'll go first today to Steve Tusa with JPMorgan.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Just a question on the acquisition pipeline. Obviously, a big topic of debate in the last couple of months, there's been a lot of noise around you guys perhaps switching up your capital allocation philosophy, given the lack of deals that's coming. And maybe you could talk about the discussions with the board around a potential for a buyback. If no deals get done, what's kind of the tipping point for that? And then also just kind of the standard discussion around what the pipeline looks like. And it has been a little bit of a long period of time since you guys did a big deal. So I mean, it is a fair question, I guess, so if you could just comment on that.

H. Lawrence Culp

Steve, all your questions are fair, but we're very pleased with the health care performance. You're exactly right. To see Life Sciences up mid-single, certainty on the Dental consumables as well, the Diagnostic businesses to boot, very pleased with that. But remember, we had water up mid-single-digits. GVR was in that zone as well and Videojet, particularly. So we had a number of businesses in mid-single-digits or better in the quarter. So a lot of folks contributed. But to your question, capital allocation is something that the Danaher board takes quite seriously, as you imagine. I think they understand that, that's a critical responsibility they have relative to the company. And clearly, we had a bias, a distinct bias over time toward M&A. What we've been able to do organically has thrown up a lot of cash. And what we've done is redeploy that back in a way that has complemented what we're doing organically, inorganically, to build what we think is a unique and outstanding portfolio. I think that bias, Steve, is very much intact today simply because while we have tremendous capacity, we talked about $8 billion over the next couple of years potentially, we see a wealth of opportunity. And again, the quality and the quantity of the conversations that we're having with potential partners, with potential sellers, is something that we find encouraging. There's no question that given where public equity valuations are in many spaces, M&A is more challenging at this point in time. But those valuations again can be a catalyst, a trigger, if you will, for the types of conversations that we're having. I think that when we meet again in December as we did when we met in December, the board will talk through all of the options that we have to build value, including buybacks, including the dividend. But that said, I think the bias that we have is, one, we have a tremendous amount of conviction in despite the fact, as you say, that while we've deployed $850 million this year, we haven't had a big, big deal since Beckman.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Is this a dynamic around people's EBITDA expectations? Or is it more about what you talked about with the valuations? I mean, what's the sticking point here? Because it seems like you guys have been pretty optimistic on the pipeline several times in the last several quarters, it just seems like there's -- for whatever reason, stuff is just not getting to the finish line. Is that a fair characterization? Or is this just kind of normal course of business?

H. Lawrence Culp

Steve, I think it's more normal course. Clearly, for a host of macro reasons, valuations in a number of places are probably a bit ahead of the fundamentals, right? And we're going to be more rooted on the fundamentals and we're clearly in a slow-growth global scene with, despite last night's news or this morning's news, a great deal of uncertainty out there. So that doesn't make it easy necessarily. But again, it's hard for me to characterize or generalize the 1 reason or the 2 reasons that some of the things that we have been working on haven't come to a head yet. But again, I think that each situation is unique. We don't need to have a broad array of sellers out there. We simply need to have a handful of folks that we'd love to have part of Danaher get to a point where we can both be happy around the terms of the transaction.

Operator

We'll take our next question from Scott Davis with Barclays.

Scott R. Davis - Barclays Capital, Research Division

When you look at Test & Measurement, it's the one area that has remained pretty sluggish all year and shorter-cycle businesses that clearly are showing that global economies aren't improving at all. I mean, what are your guys telling you from the different geographies, particularly when you think about China still negative on relatively easy comps? I mean, is there any hope that we see a pickup towards the end of the year? Or is this the new reality, I guess, in global?

H. Lawrence Culp

I think if I can take the last part of your question, elevate it up and out of T&M and just look at the world more broadly, we clearly have seen a bit of the edge come off the high-growth markets. That said, they're still leading the way for us, as you know. I think we were pleased to see the U.S. be -- well, U.S. and Western Europe to be better incrementally. But for the high-growth market basket to be up, say, mid-single-digits plus as opposed to low double-digits is something that we wish were otherwise. But the macro is what it is. Scott, specifically at T&M, I think what we saw in the quarter is important to understand if you look business-by-business. The comms business had a really good quarter from an orders perspective. They were up double-digit. But as you know, in that space, deliveries can be a bit lumpy. And I think that's really where we were a little soft, vis-à-vis our expectations. But the order strength that they had sets us up well going into the fourth quarter. And we think the comms business is probably going to be up somewhere in the high single-digit range in the fourth quarter. So I'm not really worried about that. On the instrument side, I think we were actually pretty encouraged by what we saw. I mean, Tek was down slightly as was Fluke. But for Tek to be down slightly, that frankly is the best quarter we've seen since the fourth quarter of 2011 and very much in line with where we thought they would be as they work through some of the macro issues that you're alluding to. Fluke was in a similar position and really because outside of China, we saw the high-growth markets tail a little bit. India, Turkey, Russia were softer than we had anticipated. China, fortunately, was positive, at a low single-digit rate unfortunately, but still an acceleration, slight acceleration from where we were in the second quarter. So all in all, I think we were pleased with the way the quarter played out because, as you know, instruments has really been where we've been challenged. And it was really that comms dynamic that was a little softer than expectation. But again, it sets us up well for the fourth quarter.

Scott R. Davis - Barclays Capital, Research Division

That's helpful. So when you think about 4Q guidance, 2% to 3%, kind of sequentially flat against a slightly easier comp, I mean, is there an impact in there? You didn't mention government shutdown in any of your comments. I've got to imagine there's some NIH or CDC impact for the first couple of weeks of October. Is that in your guidance?

H. Lawrence Culp

Well, it's a little hard to pin down. We didn't use the backup script we had if things didn't happen as everyone hoped they would last night here in Washington. But we've seen a little bit of sequestration impact in certain pockets, a little bit in LS&D, a little bit in T&M. And I think we've dialed that in. But to the extent that there's any residue from the circus over the last couple of weeks, we know what we know today, right? And I don't think it gets materially worse, given they found a way to a deal last night.

Scott R. Davis - Barclays Capital, Research Division

Okay. So I'm not sure you answered the question. Was there any real -- you couldn't measure any impact in NIH or CDC shutdown? Or is it....

Daniel L. Comas

Scott, I would say, generally, we did see some pockets of weakness in government in the third quarter, probably saw a little bit more in the industrial businesses. Even though it's not a big piece of Fluke and T&M, we definitely saw the impact. We are expecting a more difficult fourth quarter in Life Sciences compared to the third quarter. I think that's the combination of a couple of things. One was we had a terrific quarter Q4. We had a very tough comp here in Life Science. And I think there's a little concern about the residue of what's happened here the last couple of weeks. So part of the reflection, we did overall as a company have a better core growth last year in Q4 than we did Q3. And that was probably most notable in Life Science, and we'll feel some of that headwinds here in Life Science in the fourth quarter.

Operator

We'll take our next question from Steve Winoker with Sanford Bernstein.

Steven E. Winoker - Sanford C. Bernstein & Co., LLC., Research Division

Just maybe, first, a cash flow question. Free cash flow net income was a very strong 139% but still down from last year. And I guess, some of that was trade working capital headwind, by my numbers, something like $40 million to $50 million. But maybe just talk to any dynamics there we should be aware of.

Daniel L. Comas

Steve, there are a couple of factors driving the cash flow being a little bit behind last year. One is the timing of tax payments. We've had higher year-to-date tax payments than a year ago. That should flip a little bit here in the fourth quarter. But as you point out, there's also some working capital dynamics. Last year, in our comms business, we had some sizable upfront payments on some projects. Not surprisingly, those are harder to get these days. It's a little bit of a one-off there in terms of deferred revenue. And then on the inventory side, we have had a -- I would talk to this, a sizable increase in kind of new products this year. That has impacted our inventory levels, which are a little bit higher than they were at this time last year. We expect some of that to correct here in the fourth quarter.

Steven E. Winoker - Sanford C. Bernstein & Co., LLC., Research Division

Okay. All right. And then I noticed also the debt paydown, you've got -- I think it was down by about $650 million. Was that -- just any part of that a function of your discussion about capital deployment and sort of optimism but just not there right now? Or how should we think about that?

Daniel L. Comas

I wouldn't read anything into it. We had a Eurobond come due in the third quarter and we had cash on hand and we redeemed it at that point. And obviously, the capital market is still wide open here, so not concerned that if we were to run down some larger deals, we'd have any issues with financing.

Steven E. Winoker - Sanford C. Bernstein & Co., LLC., Research Division

Okay. And then finally, the M&A that you talked about, I guess it was $869 million year-to-date for $294 million of revenues and a little more in this past quarter from a price, so kind of running 3x revenue for the year and, I guess, 4x for this last quarter. Just thinking about, these are small deals, lot of strategic deals. But that normal kind of pricing run rate on historical last 12 months' revenue -- or sorry, last year's revenue is not normally what we should be thinking about or expecting, right?

Daniel L. Comas

Yes. I mean, I wouldn't read much in from the bolt-ons in terms of what they would mean for larger situations. Some of these are very profitable niche add-ons or businesses that we expect to be very profitable companies becoming product lines within the operating structure.

Operator

We'll go next to Nigel Coe with Morgan Stanley.

Nigel Coe - Morgan Stanley, Research Division

Yes. So can you just maybe talk about -- elaborate a bit on the trading environment? Some of your peers have talked about a September slowdown. Did you see that? And then secondly, on emerging markets, we've seen some of the consumer staple companies caution on EM. And you've seen the slowdown but still at decent growth levels. But is there anything happening in emerging markets that maybe causes some concern down the road?

H. Lawrence Culp

Well, I think the way September played out, Nigel, was more or less as we had anticipated, frankly. I think as we went through the summer, we knew we'd have a lot riding on September. Certainly, pleased to see Europe go positive again, albeit ever so slightly. I think in terms of the high-growth markets, we saw China up again low single-digits in the quarter, but we saw a little bit less froth in other high-growth markets but still positive, right? So if you look overall, I would've thought that given some of the macro issues that we might have seen a little bit of greater spottiness in Brazil and India. They're both up 15% for us despite the ForEx issues there. And Russia was up mid-singles for us. So I think we're probably more incrementally cautious about how much growth we will get from the high-growth markets but continue to believe that they'll lead the way here going into the fourth quarter and as we gear up for 2014.

Nigel Coe - Morgan Stanley, Research Division

Okay. That's great. And then switching to troponin, obviously great news that you finally got approval on the high-speed machine. But can you maybe just talk about what benefit you expect to accrue from having that assay on the high-speed machine and maybe back away from that and talk about what negative impact you saw from the absence of that assay for the last 3 years?

H. Lawrence Culp

Sure. Well, I think in terms of the impact, clearly that was a test that had a run rate in the $40 million to $50 million range at peak before we acquired the company and before they got into the issues from a regulatory perspective. I think what it really means for us going forward commercially is that we can go back and sell that assay on any machine to any customer. And that's going to help us not only claw back what we can in terms of that lost revenue, but going forward, when existing customer contracts are up for renewal, there's no troponin issue to work through, that's solved. And when we're competing for new business as well, Nigel, that is not something that will be held against us. I think just as importantly from a product development perspective, the organization understandably spent considerable time and talent, let alone dollars, in paying off that inheritance tax, if you will. We get to pivot now with that behind us, putting those people and that money on more traditional growth investments, particularly in terms of menu expansion and complementary software and service capability. So it's a big deal for us commercially. It's probably even a bigger deal long term from an innovation perspective. And finally, as you can appreciate, having that successfully concluded is a tremendous morale booster for the team.

Nigel Coe - Morgan Stanley, Research Division

No question about that. That's great color. And just one final question. Larry, you mentioned in the past, the midpoint mentality. And I guess, the question is, is there a bias towards any good news in 4Q being used for top-up restructuring? Is there a bias towards restructuring in 4Q?

H. Lawrence Culp

Well, what we're going to do with the efficiency and productivity efforts in the fourth quarter is we will spend, I think, at this point, close to $100 million in the quarter and would expect that, that gives us a nice payback going into '14, probably in the $70 million to $80 million range. So we're going to top that up a little bit and probably use a little bit of the beat here to do that in part because we can and in part frankly because we should, given the uncertainties that still lurk out there. So I think it's a good setup for us going into the fourth quarter and getting ready for next year.

Operator

We'll go next to Jeff Sprague with Vertical Research.

Jeffrey T. Sprague - Vertical Research Partners, LLC

Just putting a finer point on restructuring first, did any restructuring happen in Q3? Or is the $100 million plan all about Q4?

Daniel L. Comas

Jeff, the lion's share of it will occur in Q4. There were some early spending in Q3, but it was a modest amount.

Jeffrey T. Sprague - Vertical Research Partners, LLC

Okay. Great. And just wondering on back to instruments and Test & Measurement, Larry, other than kind of lapping what should be some easy comps after kind of 18 rough months or so, do you actually see some clear business drivers to kind of drive some acceleration into next year, whether it's new product or customer or front log or any other thing that feels tangible to get some visibility on the outlook?

H. Lawrence Culp

Yes. Well, I think the visibility really comes from the sales funnels, right? And those sales funnels and the issues and the opportunities we have, I think, are our best window there, Jeff. But I think if you look at the trend lines in terms of retention rates for existing customers, win rates for new customers, let alone that you have a punch list of some of the things that we needed to work through, be they regulatory approvals that we just talked through, product enhancements and the like, improvements in delivery and service, I think we just again are a more competitive company every day. And that, coupled with the lessons we glean from our higher-growth Diagnostics businesses, Radiometer and Leica Biosystems, give us the confidence that we'll continue to see the sequential improvement in the underlying core growth at Beckman with the lineup we've got. Obviously, there's some longer-term growth drivers that kick in, in time, like our molecular diagnostics effort. But that's really not something that we're going to talk a lot about today. But we've got a long-term plan here that, I think, gives us again the confidence that Beckman is going to be a good grower for us.

Jeffrey T. Sprague - Vertical Research Partners, LLC

Right. And can you elaborate a little bit more on the trends in U.S. muni? And it sounds like Hach is gaining some share. Is that how you'd handicap it? Or is the market actually gaining some momentum? Obviously, you've got some episodic projects that's going on that's helped.

H. Lawrence Culp

Yes. I think that we have seen a welcome stabilization and, dare I'd say, a modest improvement in the muni scene. And we see it both at Hach Lange and at Trojan. Is Hach taking a little bit of share? We think so. But as you know, Jeff, it's such a fragmented market. It's hard to pin down inside a 90-day period. But we clearly have the winning franchise in a number of product categories that are important, not only on the lab bench, but in the plant at Hach.

Operator

We'll go next to Jon Groberg with Macquarie.

Jonathan P. Groberg - Macquarie Research

Larry, I was just sitting here looking at the overall business and looking at 2012. You grew about 2% core, 2013, about 2% core if you take your 2% to 3% in the fourth quarter. And I'm just -- from your perspective, where you sit, what are the key issues you see for Danaher moving into 2014? It looks like consensus expects revenues to bounce back to, call it, 5% mid-single-digit growth. I'm just kind of curious what you see as the key issues for Danaher moving into next year?

H. Lawrence Culp

Well, clearly, I think the macro context is important, Jon, not only for Danaher, but for all of us, right? But we can't control that. So we've just concluded our strategic plan reviews, which is really the front end for us to our budget cycle that we will begin here in a couple of weeks. And I think what we try to do is really make sure that with all of our businesses in the context of their respective markets, that we're very clear as to what winning looks like in '14. It's going to be a share gain play in a lot of places. We need to make sure we are grabbing as much high-growth market opportunity as we can come, even if those markets are a little less robust. We want to make sure we're continuing to drive everything we can from a digital perspective from the way we generate leads and sell to some of the new product and business model changes that are likely to occur, and all the while, I think, make sure that we're staying focused on the qualities of the delivery, the cost side of the business that has always been a DBS hallmark. So we take none of that for granted. That's our game plan really across the portfolio going into '14. And '14 will be what it is in terms of the context. We need to control our destiny as best we can.

Jonathan P. Groberg - Macquarie Research

Sure. And to your point, I mean, if you look across all your markets, clearly the markets themselves are just slower. But assuming a similar macro as we've had, I mean, let's just say that's what happens this year and next year, are those initiatives enough, you think, to drive you to mid-single? Or if we were in the same kind of macro, would you expect a similar kind of environment as the last couple of years?

H. Lawrence Culp

I think when we get to the other side of our budget cycle and we get to New York in mid-December, we'll detail out all of the assumptions for next year.

Jonathan P. Groberg - Macquarie Research

Okay. And then if I could just follow-up then on the Test & Measurement side of things, it looks like at least for this year, kind of every quarter sequentially, margins are down a little bit. Were there any -- is that just a volume issue? Are there any plans specific to that business unit to restructure? I'm just curious kind of how you're seeing -- what your take on the margins are.

H. Lawrence Culp

Yes. Jon, I think from a margin perspective, 2 key points. One, it is our highest gross margin business. So when a little bit of revenue goes missing in T&M, we feel it. I'd say the other, as we alluded to in our prepared remarks, we're continuing to invest in innovation, particularly on the comms side as we look at some of the LTE opportunities, as well as the expansion of the Arbor business beyond their DdoS core. We can't let the near-term dynamics get in the way of making sure we continue to invest in what has been, this quarter notwithstanding, really one of our best growth contributors in the last couple of years and a business that we think will be similarly positioned going forward.

Operator

We'll go next to Shannon O'Callaghan with Nomura.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

Larry, so this sort of encouragement you talked about a little bit in Tek instruments, can you give a little more color on your thoughts there? I mean, is this just finally the mass of the comps? Or are you actually seeing better spending out there?

H. Lawrence Culp

I don't want to pound the table too much, Shannon. Again, we were down, albeit slightly. But the comps helped a little bit. But you'd have thought that, that would have been the case 5 quarters into the slowdown, right? And again, we haven't been in this zone since the fourth quarter of 2011. China continues to be challenging. And I say China, I think it's really more the tech sectors that we serve with the export base there in China as opposed to China more broadly. But we saw, I thought, nice improvement in the U.S., good improvement in Western Europe and some of the other high-growth markets were contributing. But just given the vertical mix, when Tek is going through what it is going through, the Tek end markets, it is challenging for Tek in the short term. But I think, all-in, we were encouraged with the print and hope to build on that as we move forward here in the next couple of quarters. I don't think the context for them gets any easier, so we're going to have to work hard to get north of line and put a positive print on Tek.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

Okay. And then just you also talked about some of these better trends you're seeing on the Motion side, but it's being, I guess, more than offset by your transition out of the low-margin business. I mean, x this transition, would that business actually be growing right now? And when do you see that kind of working its way through in terms of this bleed-off of other stuff?

Daniel L. Comas

Shannon, instead of being down high single-digits, I think we would've been down just a little bit. We've had 3 quarters in a row where our book-to-bill has increased and we were north of 1 in the third quarter. Again, we've got 2 more quarters of this -- of the noise, getting out of this low-margin business. But I think the underlying trends are favorable right now.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

And what are you hearing in terms of sort of what's driving that better trend?

H. Lawrence Culp

Well, I think frankly the stability in the U.S. and in Western Europe has helped us a good bit there. I think we're executing better. We've reset the mix a bit across the group away from some of these more volatile end markets. That's been a multiyear effort. Some of the exits that Dan alluded to are around discrete customer situations. So I think there's a little bit of market help there, Shannon. But I think that the great work that team has done on margins that has been evident in virtually every print here in the last 8 or 9 quarters is also showing up in the quality of their revenue set. And that, in turn, is why we're getting a better top line once you kind of filter away the one-offs out of the group. A little bit more health care, a little less semi helps a lot in this environment.

Operator

We'll go next to Julian Mitchell with Crédit Suisse.

Julian Mitchell - Crédit Suisse AG, Research Division

A question on Product ID within industrial tech. That piece, I think, it had sort of decent growth organically for about 3 years. It's gone flat in Q3, and the main reason seems to be consumer electronics. Could you talk about maybe what you've seen by region in the consumer electronics piece there and if you think that Product ID should return to growth in Q4 or that's more something that happens next year?

H. Lawrence Culp

Yes. No, I think at PID, the issue in the quarter, Julian, is really the comp. We had a very large global consumer electronics opportunity a year ago. It was primarily a laser marking application. It was great to get. It's a little hard to offset in the quarter a year later. And I'd say that, coupled with the drupa show a year ago, really set Esko up for a very strong back half as the orders taken at drupa were shipped in the back half of the year. If you look at the core marking and coding business at Videojet, again, we were up mid-single-digits there. I think that business continues to perform very well, clearly the market leader. And the newest acquisition, X-Rite, was up mid-single-digits as well. So they're continuing to, I think, get their arms around the opportunity they have with DBS. So I realize the headline print isn't stellar, but it's frankly what we had anticipated happening and really have no concerns here around the core growth engines in PID as we move forward.

Daniel L. Comas

And Julian, we'll have a little bit of that laser overhang in Q4 and not near as pronounced as Q3 and we expect a better print here in Q4.

Julian Mitchell - Crédit Suisse AG, Research Division

Got it. And then on the cost base, you showed kind of very good operational leverage around R&D and SG&A in Q3. I mean, are the trends on the selling and R&D costs, are those more -- is Q3 more kind of representative of where you should be going forward relative to the performance in the first half, when maybe the cost growth seemed to be a lot bigger?

Daniel L. Comas

Julian, we -- R&D and sales and marketing continue to grow faster than organic revenue, but not -- it was not the same -- as you point out, not the same differentials we saw in the first half. As long as we're expanding gross margins, doing what we did on the G&A side, which was keeping it flat year-on-year, we're comfortable with that makeup because we think that's helping us drive some of this relative outperformance in some of our businesses.

Julian Mitchell - Crédit Suisse AG, Research Division

Got it. And then just lastly, you touched on this early, but sort of net income is up about $250 million year-to-date, free cash flow is down about $200 million. Was your point that in Q4 that gap is pretty much wiped out because of the tax and the comms issue? Or is it maybe something that spills into next year?

Daniel L. Comas

Well, part of the year-to-date income increases are onetime or so. The overall point is accurate, but it's not that significant. And we expect better free cash flow here than we had a year ago in Q4 because of the dynamics I covered.

Operator

We'll go next to Brandon Couillard with Jefferies.

S. Brandon Couillard - Jefferies LLC, Research Division

Larry, on the Dental side of the business, just curious if you could speak to how Dental consumables have fared kind of over the past 6 weeks or so, given what's been happening in D.C. And then on the margin front there, could you speak to how much more runway you feel like is left on the profitability front in the Dental business?

H. Lawrence Culp

Yes. I think in terms of what we've seen on consumables in the U.S., as you well know, Brandon, it varies a little bit category-by-category. But we've been pretty pleased with the resiliency of what we have seen. Now what matters most obviously is POS in a number of the categories. And we don't really have up-to-the-minute visibility in that regard, given we go to market through distribution. But where we have that line of sight, it hasn't been, I think, as troublesome as the headlines out of Washington might suggest. In terms of the margin expansion with the business, again as we said, pretty darn proud of the progress the team has made on the margin front. We love the 16.1% print here. I think Dental can be a 20% platform or segment for us, really no reason for that not to be the case. We have work to do to expand the gross margins there. And that's work we're after, not only in terms of existing cost, but frankly new product design. And I think over time, there's leverage to be had out of the OpEx base. So I don't think in any way should you take this third quarter number as a high-water mark. It's a sign of progress, but there's more to come.

S. Brandon Couillard - Jefferies LLC, Research Division

And then back on T&M, could you just give us the overall book-to-bill for the segment? And then particularly would be interested in how Tek instrument orders performed in the period.

Daniel L. Comas

Brandon, for the instrument side, our book-to-bill remained about 1.0. So orders were basically in line with -- shipments were down ever so slightly. I think orders were about flat but not a big change. As Larry alluded to, orders were very good at comms and we were well north of 1 for comms.

Operator

We'll go next to Deane Dray with Citi Research.

Deane M. Dray - Citigroup Inc, Research Division

Just some cleanup questions here. And for Dan, maybe if he can comment on the price/cost dynamic in the quarter and what you're looking for in the fourth quarter.

Daniel L. Comas

I mean, we continue to see good progress on the gross margin side. That's obviously a function of what we did last year in Q4, the benefit of some of these new products coming in at higher gross margin. Price, still pretty steady. We're getting the same price on the consumable side. Equipment remains challenging. It's definitely worse than it was, say, 2 years ago, but it's been pretty consistent with what we're seeing. On the input side, we've done a good job on -- we've done a very good job on the procurement side this year. And you see that in what has been a low-growth environment, our gross margin up 60 basis points. And we've had as good a year as any on doing a better job on sourcing and procurement.

Deane M. Dray - Citigroup Inc, Research Division

Great. And we touched on this earlier in the call regarding plans for additional restructuring in the fourth quarter. Could you quantify any additional discretionary spending beyond restructuring? We touched on some incremental sales, R&D, maybe some other growth investments. Is there anything embedded in 4Q guidance in that area?

Daniel L. Comas

Well, as I mentioned to Julian, we continue to spend faster on those growth levers in our overall top line against driving margin expansion because of the gross margin and the G&A. And that continues to be our plan in the near term, and won't get any more specific than that.

Deane M. Dray - Citigroup Inc, Research Division

Good. And then just last question for me, the news on the Chicago win for Trojan. I saw the announcement last week by the city of New York that they have completed the Trojan UV installation, that's the largest in the world. Is the Chicago win, is this an inflection point you've been waiting for, for drinking water, disinfection on UV? And are there other cities that we're looking at Chicago and New York to lead the way?

H. Lawrence Culp

Deane, it's a timely question, not only because we finished up in New York and Marv was down for the grand opening, so to speak. But with the Chicago win, we really get on the treatment side, a top 10 U.S. city deploying UV for the first time. So the application is a little bit different than New York. I think a lot of eyes are on Chicago. So we're keen to go from order to shipment and installation and get that gear installed. And I do think that will help us drive greater print penetration at the higher-volume sites or localities going forward. So it's a big order, which is great. But again, strategically, as you point out, probably more important to us going forward.

Operator

Ladies and gentlemen, we'll take our final question today from Ross Muken with ISI Group.

Ross Muken - ISI Group Inc., Research Division

I just wanted to talk a little big picture on Diagnostics. It's been an interesting sort of market dynamic. We've seen varied prints from some of your competitors, and it feels like your business is really sort of hitting an inflection point. So I'm just curious, from like a market perspective, there's a lot of pushes and pulls. Reimbursement is tougher, utilization is still a bit weak, but we're seeing platform consolidation, the emerging markets are good. You guys have had some good R&D success. I'm curious, as you sort of put it together, how the business is doing versus the market in terms of where it is on the plan versus what your expects were when you originally bought Beckman and how you kind of expect the R&D to kind of further accelerate. Do you feel like that business really is kind of now getting to where you want it to be? Is it doing better? I'm just trying to get a big-picture sense with all the pushes and pulls, how you feel like you're doing versus the market and where the big deltas are from an inflection perspective as we kind of go forward.

H. Lawrence Culp

Sure. Ross, I think, overall, we're very pleased with the Diagnostics platform, not only because of where we are with Beckman, but the real performance driver, as you know, for us the last several years have been Radiometer and Leica Biosystems. Radiometer has just done a phenomenal job globally in critical care, both on the core blood gases and now in cardiac care. And that franchise is just a wonderful business. Leica Biosystems, similarly, we positioned in a bit of a niche in the path lab, has only plugged into the highest product growth category, advanced staining, but has done that in a differentiated way, given we really can go end-to-end in that workflow from our core histo products all the way to advanced staining, and now increasingly with Aperio, into some of the informatic applications. I think at Beckman, in terms of the top line and our competitiveness, we are where we hoped to be in the second half of 2013. We thought this would be a low single-digit growth year as we paid off some of that inheritance tax, not only from a regulatory view but frankly a lot of the internal issues that we needed to work through, quality, service and the like. But we really like where Beckman is today. And I think as we move forward, we're going to play a lot more offense commercially. We're going to be better-positioned from an innovation and R&D perspective, both with the instruments as well as the menu. And that may not ever put Beckman in short of a big impact from the molecular effort into the Radiometer, Leica high single-digit, low double-digit growth range, but Beckman can be a very solid mid-single-digit plus grower for us over time and certainly has still runway in front of us from a margin expansion view.

Ross Muken - ISI Group Inc., Research Division

I guess, just on that last point, it feels like again, like to your point, you're really sort of going on offense now, which is obviously encouraging. The natural next progression for the business over time, R&D-wise, I mean, there's still plenty of menu left within your own world, but it's sort of that push into molecular, which I know they had been working on and you've put money towards. I mean, I think, in general, that organic strategy has made sense. How do you feel about sort of transforming Beckman over time into kind of a broader player in Dx and using some of your existing assets around you to kind of round out the business as you sort of see where some of the valuations have gone in that space? Obviously, externally, it gets a little bit more challenging. But how do you feel like that sort of playbook looks today versus maybe what you had thought 6 or 12 months ago?

H. Lawrence Culp

Well, I think we have been focused frankly, Ross, first and foremost, on making sure that Beckman itself is strong. But as we made the progress that I alluded to earlier, we have been doing more with Radiometer, with Leica Biosystems, to collaborate and do some things that we might not be able to do independently. Valuations run in cycles, right? And there'll be times when there are attractive opportunities for us to add to Beckman and to the Dx platform, and we'll take advantage of those. And as you saw with the IRIS investment, where we extended Beckman into urinalysis, we're at the point where we think the business is strong enough and capable to think about those sorts of investments in addition to what we're doing organically. So I think it's full speed ahead at Beckman.

Operator

That concludes our question-and-answer session. Mr. McGrew, I'll turn it back to you for closing remarks.

Matt R. McGrew

Thanks, Debbie. We're around here today for follow-up calls. Thanks, everyone.

Operator

Ladies and gentlemen, thank you for your participation. This does conclude today's conference. Have a great rest of your day.

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