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March 3, 2008\n
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Via EGDAR\n
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Mr. Terence O’Brien
\nAccounting Branch Chief
\nMail Stop 7010
\nSecurities and Exchange Commission
\n100 F. Street N.E.
\nWashington, D.C. 20549-6010\n\n
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\n\n\n\n Re:\n | \n | \n Brady Corporation | \n
\n\n \n | \n | \n Form 10-K for the fiscal year ended July 31, 2007 | \n
\n\n \n | \n | \n Filed September 28, 2007 | \n
\n\n \n | \n | \n File No. 001-14959 | \n
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Dear Mr. O’Brien:\n
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This is in response to your letter of February 20, 2008, commenting on our 10-K for the year\nended July 31, 2007. We have reported the comments from your letter below, followed by our\nresponses.\n
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Form 10-K for the Fiscal Year Ended July 31, 2007\n
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Business — Environment, page I-8\n
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\n\n\n | | \n 1. | \n | \n If material, please disclose in future filings any estimated capital expenditures for\nenvironmental control facilities. See Item 101(c)(1)(xii) of Regulation S-K. | \n
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Item 101(c)(1)(xii) requires that the Company shall disclose any material estimated capital\nexpenditures for environmental control facilities for the remainder of its current fiscal year and\nits succeeding fiscal year and for such further periods as it deems material. The Company does not\nproject its estimated capital expenditures for the remainder of fiscal 2008 and 2009 for\nenvironmental control facilities to be material. Historical capital expenditures for environmental\ncontrol facilities for the installation of incinerators were approximately $600,000 and $1,500,000\nfor fiscal year 2006 and 2007, respectively, which amounts are not deemed material. If, in future\nperiods, the Company estimates capital expenditures for environmental control facilities to be\nmaterial, the Company will include in its Form 10-K appropriate disclosures consistent with Item\n101(c)(1)(xii) of Regulation S-K.\n
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Executive Compensation — Compensation Discussion and Analysis, page III-5\n
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\n\n\n | | \n 2. | \n | \n In future filings, please disclose who recommends a proposal for compensation for\nyour President | \n
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The Compensation Committee utilizes the services of an independent executive compensation\nconsulting firm (Pearl Meyer & Partners) to assist in the review and evaluation of our compensation\nlevels and policies. In addition to this professional advice, the Committee relies upon its\ncollective judgment, taking into consideration the performance of the Company as measured against\nits long and short range plans as well as other available competitive information and data in\nmaking its compensation decisions. No specific compensation recommendation is provided by\nmanagement to the Committee relative to the President and CEO. The resulting approved compensation\nlevels, including the President and CEO’s compensation, are then reported by the Compensation\nCommittee to the full Board. The Company will clarify this in future filings consistent with the\nabove discussion.\n
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\n\n\n | | \n 3. | \n | \n Your disclosure indicates that you may have engaged in benchmarking of base salaries\nor other material elements of compensation. For example, we note that the Compensation\nCommittee uses peer group data for similar positions nationally to determine the\nappropriate level of base salary. Please identify in future filings your benchmarks,\nincluding their components and component companies. Alternatively please tell us why you\ndo not believe that you engage in benchmarking. See Item 402(b)(2)(xiv) of Regulation\nS-K. | \n
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As disclosed, the Company does use peer group data for benchmarking executive compensation. The\npeer group analysis that is referenced in the Form 10-K includes several components of\ncompensation, including base salaries, annual incentives, and long term incentives. The peer group\nthat is referred to in the fiscal 2007 Form 10-K includes the following 29 peer companies in\nsimilar industries with revenues up to $5 billion: Actuant Corporation, Agilent Technologies,\nInc., Alliant Techsystems Inc., AMETEK, Inc., Amphenol Corporation, Anixter International Inc.,\nBarnes Group Inc., Bemis Company, Inc., Benchmark Electronics, Inc., Cooper Industries, Ltd.,\nDonaldson Company, Inc., DRS Technologies, Inc., Energizer Holdings, Inc., Exide Technologies,\nFastenal Company, Hubbell Incorporated, IDEX Corporation, Molex Incorporated, MSC Industrial Direct\nCompany, Inc., Nordson Corporation, Pentair, Inc., Rogers Corporation, Roper Industries, Inc., SPX\nCorporation, Teleflex Incorporated, Thomas & Betts Corporation, Vishay Intertechnology, Inc., WESCO\nInternational, Inc., and Zebra Technologies Corporation. Additionally, as noted in the Company’s\nForm 10-K, a smaller subset of 13 companies was selected from the peer group, which companies have\nannual revenues of less than $2 billion, to provide data for similar sized companies. This subset\nincludes: Actuant Corporation, AMETEK, Inc., Barnes Group Inc., Donaldson Company, Inc., DRS\nTechnologies, Inc., Fastenal Company, IDEX Corporation, MSC Industrial Direct Company, Inc.,\nNordson Corporation, Rogers Corporation, Roper Industries, Inc.,\n
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Thomas & Betts Corporation, and Zebra Technologies Corporation. This list may vary due to changes\nin our business or the business of the companies utilized as peers. In future filings, to the\nextent that the Company engages in a peer group analysis, the Company will disclose the components\nof its peer group analysis as well as the component companies.\n
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In addition to our responses above, we acknowledge that:\n
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\n\n\n | | \n • | \n | \n Brady Corporation is responsible for the adequacy and accuracy of the disclosure in the\nfiling; | \n
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\n | | \n • | \n | \n Staff comments or changes to disclosure in response to staff comments do not foreclose\nthe Commission from taking any action with respect to the filing; and | \n
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\n | | \n • | \n | \n Brady Corporation may not assert staff comments as a defense in any proceeding\ninitiated by the Commission or any person under the federal securities laws of the United\nStates. | \n
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If you have any further comments or questions regarding this response, please contact the\nundersigned at (414) 358-6620. Thank you for your attention to this matter.\n
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Very truly yours,\n\n
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BRADY CORPORATION\n\n
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/s/ THOMAS J. FELMER
\nMr. Thomas J. Felmer
\nSenior Vice President & Chief Financial Officer\n\n
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