e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-14959 Brady Corporation
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
BRADY
CORPORATION BRADY MATCHED 401(k) PLAN
f/k/a BRADY CORPORATION BRADY GOLD PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BRADY CORPORATION
6555 WEST GOOD HOPE ROAD
PO BOX 571
MILWAUKEE WI 53202-0571
Brady Corporation
Brady Matched 401(k) Plan
Financial Statements as of and for the Years Ended December 31, 2006 and 2005, Supplemental
Schedule as of December 31, 2006, and Report of Independent Registered Public Accounting Firm
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
TABLE OF CONTENTS
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NOTE: |
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All other schedules required by Section 2520.103 10 of the
Department of Labors Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974 have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of the Brady Corporation
Brady Matched 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of Brady
Corporation Brady Matched 401(k) Plan (the Plan) as of December 31, 2006 and 2005, and the
related statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule in the table of contents is presented for the purpose
of additional analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the
responsibility of the Plans management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2006 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic 2006 financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, WI
June 22, 2007
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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ASSETS: |
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Cash |
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$ |
106 |
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$ |
6,283 |
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Mutual funds |
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130,733,887 |
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114,131,751 |
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Common collective trust fund |
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18,475,932 |
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17,584,449 |
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Brady Corporation common stock |
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4,521,231 |
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4,464,926 |
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Participant loans |
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2,367,931 |
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2,353,337 |
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Total investments at fair value |
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156,099,087 |
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138,540,746 |
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Receivables: |
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Interest
income |
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645,567 |
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Employer contributions |
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660,310 |
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557,364 |
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Participant contributions |
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214,588 |
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Total receivables |
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1,305,877 |
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771,952 |
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Total assets |
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157,404,964 |
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139,312,698 |
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LIABILITIES Excess contributions payable |
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181,161 |
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160,699 |
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NET ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE |
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157,223,803 |
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139,151,999 |
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Adjustments from fair value to contract value for fully
benefit-responsive investment contracts |
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118,501 |
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(29,881 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
157,342,304 |
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$ |
139,122,118 |
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See notes to financial statements.
-2-
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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Contributions: |
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Participant |
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$ |
7,460,555 |
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$ |
6,504,426 |
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Employer |
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3,550,639 |
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3,137,442 |
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Total contributions |
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11,011,194 |
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9,641,868 |
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Investment income: |
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Net appreciation in fair value of investments |
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11,072,633 |
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6,057,691 |
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Dividends |
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4,127,551 |
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2,464,394 |
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Interest |
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484,852 |
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183,041 |
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Net investment income |
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15,685,036 |
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8,705,126 |
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Plan transfers in |
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790,627 |
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DEDUCTIONS: |
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Benefits paid to participants |
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9,224,668 |
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10,636,590 |
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Administrative expenses |
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42,003 |
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40,982 |
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Total deductions |
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9,266,671 |
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10,677,572 |
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INCREASE IN NET ASSETS |
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18,220,186 |
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7,669,422 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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139,122,118 |
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131,452,696 |
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End of year |
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$ |
157,342,304 |
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$ |
139,122,118 |
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See notes to financial statements.
-3-
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
1. DESCRIPTION OF PLAN
The following description of the Brady Corporation Brady Matched 401(k) Plan (the Plan) is
provided for general information purposes only. Participants should refer to the Plan document
for more complete information.
General The Plan is a defined contribution plan, which provides retirement benefits to
substantially all full-time employees of Brady Corporation (the Company). The Plan does not
provide benefits for employees covered by a collective bargaining agreement, leased employees,
co-op students, on-call employees or interns. An employee may become a participant in the Plan on the first day of the month
coinciding or following the employees initial employment date. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA).
Contributions Each year, participants may contribute up to 25% of their annual base
compensation subject to the Internal Revenue Code (IRC) limitations. These voluntary contributions can be withdrawn in
whole or part in case of qualifying emergencies (as defined in the Plan), subject to certain
restrictions. The Company is required to contribute a 100% matching contribution of up to 4% of
the participants annual base compensation, subject to compensation limits of $220,000,
adjusted for inflation. Participants self-direct all participant and Company contributions.
Participant Accounts Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contribution, the Companys matching
contribution (net of participant forfeitures) and Plan earnings, and charged with withdrawals
and an allocation of Plan losses and administrative expenses. The benefit to which a
participant is entitled is the benefit that can be provided from the participants vested
account.
Investments Investment options include twelve equity funds, one common collective trust
fund, one bond fund, two money market funds, and Brady Corporation
Class A Nonvoting Common
Stock.
Vesting The Plan provides for full vesting of participants contributions from the date they
are made. The Companys contributions become vested on a straight line basis over a three-year
period of continuous service. The participants share of the Company contribution becomes fully
vested, in any event, upon normal retirement at age 65, termination due to permanent or total
disability or death.
Participants may withdraw their vested interests upon retirement, approved hardship withdrawal,
death, disability, or other termination of employment. Withdrawals are made at the
participants option in the form of a lump sum, installments, annuity, or in-kind in shares of
Brady Corporation Class A non-voting common stock.
Participant Loans Participants may borrow from their plan accounts a minimum of $1,000 and
up to 50% of their account balance with a maximum of $50,000. The loans are secured by the
balance in the participants account and bear interest at the prime rate. As of December 31,
2006, the interest rates on outstanding loans range from 4% to 9.5%.
Payment of Benefits On termination of service due to death, disability, or retirement, a
participant may elect to receive either a lump-sum amount equal to the value of the
participants vested interest in his or her account, or annual installments over a ten-year
period. For termination of service for other reasons, a participant may receive the value of
the vested interest in his or her account as a lump-sum distribution.
Forfeited Accounts At December 31, 2006 and 2005, forfeited non-vested accounts totaled
$59,903 and $51,966, respectively. These amounts were used to reduce employer contribution
receivables as of December 31, 2006 and 2005.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
-4-
Adoption of New Accounting Guidance The financial statements reflect the retroactive
adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to
the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension
Plans (the FSP). As required by the FSP, the statements of net assets available for benefits
present investment contracts at fair value, as well as an additional line item showing an
adjustment of fully benefit-responsive contracts from fair value to contract value. The
statements of changes in net assets available for benefits are presented on a contract value
basis and were not affected by the adoption of the FSP. The adoption of the FSP did not impact
the amount of net assets available for benefits at December 31, 2006 and 2005.
Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires Plan management to make
estimates and assumptions that affect the reported amounts of net assets available for benefits
and changes therein. Actual results could differ from those estimates.
Risks and Uncertainties The Plan utilizes various investment instruments, including mutual
funds, common stock and a common collective trust fund. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market volatility. Due to
the level of risk associated with certain investment securities, it is reasonably possible that
changes in the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition The Plans investments are stated at fair value.
Shares of mutual funds are valued at quoted
market prices, which represent the net asset value of shares held by
the Plan at year end. Common stock is valued at quoted market prices. The
common collective trust fund with underlying investments in investment contracts is valued at
fair market value of the underlying investments and then adjusted by the issuer to contract
value. Participant loans are valued at the outstanding loan balances.
One of the investment options available in the Plan is the PNC Investment Contract Fund. The
PNC Investment Contract Fund is a common collective trust that invests in fully benefit
responsive guaranteed investment contracts (GICs) and synthetic guaranteed investment contracts
(SGICs). Participants may ordinarily direct the withdrawal or transfer of all of a portion of
their investment at contract value. Contract value represents contributions made to the fund,
plus earnings, less participant withdrawals.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds
are deducted from income earned on a daily basis and are not separately reflected.
Consequently, management fees and operating expenses are reflected as a reduction of investment
return for such investments.
Administrative Expenses Administrative expenses of the Plan are paid by the Plan as provided
in the Plan document.
Payment of Benefits Benefit payments to participants are recorded upon distribution. There
were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but
have not yet been paid as of December 31, 2006 and 2005.
Excess Contributions Payable The Plan is required to return contributions received during
the Plan year in excess of the IRC limits to the contributing participants. There were excess
contributions for the years ended December 31, 2006 and 2005 in the amount of $181,161 and
$160,699, respectively.
-5-
3. INVESTMENTS
The value of investments held which exceeded 5% of the net assets available for benefits at
December 31, 2006 and 2005, was as follows:
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2006 |
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2005 |
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Fidelity Diversified International Fund |
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$ |
12,049,006 |
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$ |
9,220,472 |
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Blackrock Money Market Portfolio* |
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7,685,323 |
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7,667,745 |
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Fidelity Advisors Intermediate Bond Fund |
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8,657,681 |
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8,569,052 |
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Vanguard Institutional Index Fund |
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16,532,302 |
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15,141,541 |
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PNC Investment Contract Fund* |
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18,475,932 |
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17,584,449 |
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Fidelity Advisors Equity Growth Fund |
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39,149,681 |
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40,831,169 |
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MFS Emerging Markets Equity Fund |
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8,529,192 |
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LSV Value Equity Fund |
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10,188,848 |
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During the years ended December 31, 2006 and 2005, the Plans investments (including gains and
losses on investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
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2006 |
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2005 |
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Equity funds |
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$ |
10,070,134 |
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$ |
4,707,748 |
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Bond mutual fund |
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22,637 |
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(223,897 |
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Money market mutual fund |
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197,872 |
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Common collective trust fund |
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853,674 |
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719,687 |
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Brady Corporation common stock |
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126,188 |
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656,281 |
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Net appreciation in fair value of investments |
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$ |
11,072,633 |
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$ |
6,057,691 |
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4. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the
Plan provisions to discontinue its contributions at any time and to terminate the Plan subject
to the provisions set forth in ERISA. In the event that the Plan is terminated, participants
would become 100 percent vested in unvested employer matching contributions in their accounts.
5. FEDERAL INCOME TAX STATUS
The Plan uses a prototype plan document sponsored by PNC Bank (PNC or the Trustee). PNC
received an opinion letter from the Internal Revenue Service
(IRS), dated November 19, 2001,
which states that the prototype document satisfies the applicable provisions of the IRC. The
Plan itself has not received a determination letter from the IRS. However, the Plans
management believes that the Plan is currently designed and being operated in compliance with
the applicable requirements of the IRC. Therefore, no provision for income tax has been
included in the Plans financial statements.
6.
EXEMPT PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in Company common stock. In addition, certain plan investments represent
shares of mutual funds and collective trust funds managed by the Trustee. These transactions
are considered party-in-interest transactions. These transactions are not, however, considered
prohibited transactions under ERISA regulations. Fees paid by the Plan for investment
management services were included as a reduction of the return earned on each fund. At
December 31, 2006 and 2005, the Plan held 121,278 and 123,409 shares, respectively of common
stock of Brady Corporation, with a cost basis of $2,768,438 and $2,480,917, respectively.
During the years ended December 31, 2006 and 2005, the Plan recorded dividend income of $65,699
and $56,958, respectively.
7. PLAN TRANSFERS
Effective January 1, 2006, the Plan received plan-to-plan transfers from two of the Companys
subsidiaries, TruMed Technologies, Inc. and TISCOR, Inc. The plans, previously named the TruMed
Technologies Inc. 401(k) Profit Sharing Plan and Trust and the TISCOR, Inc. 401(k) Savings
Plan, transferred assets of $256,924 and $533,703, respectively, during January 2006.
-6-
8. RECONCILIATION TO FORM 5500
For 2006, net assets available for benefits in the accompanying financial statements are
reported at contract value; however, they are recorded at fair value in the Plans Form 5500.
The following table reconciles net assets available for benefits per
the financial statements
to the Plans Form 5500 to be filed by the Company:
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2006 |
Net assets available for benefits per financial statements |
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$ |
157,342,304 |
Adjustments: |
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Contract value to fair value for fully
benefit-responsive investment contracts |
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$ |
(118,501 |
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Amounts reported per Form 5500 |
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$ |
157,223,803 |
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The following table reconciles the increase in net assets available for benefits per the
financial statements to the Form 5500 to be filed by the Company for 2006:
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2006 |
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Amounts reported per financial statements |
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$ |
18,220,186 |
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Adjustments: |
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Changes in adjustment from contract value to
fair value for fully benefit-responsive
investment contracts |
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$ |
(118,501 |
) |
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Amounts reported per Form 5500 |
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$ |
18,101,685 |
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9. SUBSEQUENT EVENT
Effective April 1, 2007, the Plan was amended to allow participants to irrevocably designate
all or any part of their elective deferrals to the Plan as Roth 401(k) deferrals, provided the
eligibility requirements have been met. The Roth 401(k) deferrals are contributed to the Plan
after-tax and treated as includible in the computation of the participants personal income. As
the amounts are contributed after-tax, the deferrals and, in most cases, earnings on the
deferrals will not be subject to Federal income taxes when distributed to the participants, as
long as the distributions are considered to be qualified. The combined total of pre-tax
deferrals and Roth 401(k) deferrals may not exceed the maximum dollar limitation allowable
under the law. The Roth 401(k) deferrals will be subject to Company matching contributions
utilizing the same formula as the pre-tax deferrals.
* * * * * *
-7-
SUPPLEMENTAL SCHEDULE
FURNISHED PURSUANT TO THE
DEPARTMENT OF LABORS RULES AND REGULATIONS
-8-
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
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Fair |
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Description |
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Value |
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EQUITY FUNDS: |
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MFS Emerging Markets Equity Fund |
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$ |
8,529,192 |
|
Fidelity Advisors Equity Growth Fund |
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|
39,149,681 |
|
Fidelity Diversified International Fund |
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|
12,049,006 |
|
PIMCO Commodity Real Return |
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|
1,267,028 |
|
PNC Small Cap Growth Equity Portfolio* |
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|
6,441,677 |
|
American Century Small Cap Value Fund |
|
|
6,385,952 |
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LSV Value Equity Fund |
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|
10,188,848 |
|
T. Rowe Price Retirement 2010 |
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|
3,353,372 |
|
T. Rowe Price Retirement 2020 |
|
|
5,827,787 |
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T. Rowe Price Retirement 2030 |
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|
3,006,585 |
|
T. Rowe Price Retirement 2040 |
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|
1,658,397 |
|
Vanguard Institutional Index Fund |
|
|
16,532,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
114,389,827 |
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COMMON COLLECTIVE TRUST FUND |
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|
|
PNC Investment Contract Fund* |
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|
18,475,932 |
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|
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BOND FUND |
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|
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Fidelity Advisors Intermediate Bond Fund |
|
|
8,657,681 |
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|
|
|
|
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MONEY MARKET FUNDS: |
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|
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Blackrock Money Market Portfolio* |
|
|
7,685,323 |
|
Brady Stock Liquidity Fund* |
|
|
1,056 |
|
|
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|
|
|
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|
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|
7,686,379 |
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COMMON STOCK |
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|
|
Brady Corporation Class A Non-voting* |
|
|
4,521,231 |
|
|
|
|
|
|
|
|
|
|
CASH |
|
|
106 |
|
|
|
|
|
|
|
|
|
|
PARTICIPANT LOANS (Maturing through 2036 at interest rates of 4%-9.5%)* |
|
|
2,367,931 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS (HELD AT END OF YEAR) |
|
$ |
156,099,087 |
|
|
|
|
|
-9-
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
23
|
|
Consent of Deloitte & Touche LLP |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
BRADY CORPORATION
BRADY MATCHED 401(k) PLAN
|
|
Date: June 29, 2007 |
/s/ GARY VOSE
|
|
|
Gary Vose |
|
|
Plan Administrative Committee Member |
|