Form 8-K

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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n

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Washington, D.C. 20549\n

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FORM 8-K\n

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CURRENT REPORT
\nPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934\n

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Date of Report (Date of earliest event reported): November 18, 2010

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BRADY CORPORATION\n

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(Exact name of registrant as specified in its charter)

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Wisconsin\n	1-14959\n	39-0971239

(State or other jurisdiction \nof incorporation)\n	(Commission File Number)\n	(IRS Employer Identification No.)

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6555 West Good Hope Road \nMilwaukee, Wisconsin\n		53223

(Address of principal executive offices)\n		(Zip Code)

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Registrant’s telephone number, including area code: (414) 358-6600

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION\n

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On November 18, 2010, Brady Corporation (the “Corporation”) issued a press release announcing\nits fiscal 2011 first quarter financial results. A copy of the press release is being furnished to\nthe Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein\nby reference.\n

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Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN\nOFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS\n

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(b) Effective November 18, 2010, in connection with the Corporation’s Annual Shareholders’\nMeeting, Director Robert C. Buchanan retired from the Corporation’s Board of Directors.\n

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Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR\n

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On November 18, 2010, the Corporation’s Board of Directors approved an amendment to the\nCorporation’s Bylaws. Section 3.04 of Article III of the Bylaws was amended to provide that special meetings of\nthe Board of Directors may be called by or at the request of the Lead Independent Director in\naddition to the Chairman of the Board, the President, or any two directors. The Bylaws, as\namended, became effective immediately upon approval by the Board of Directors. The foregoing\ndescription of the Bylaws, as amended, is qualified in its entirety by reference to the full text\nof the Bylaws, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by\nreference.\n

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Item 5.07 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS\n

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On November 18, 2010, at the Corporation’s Annual Shareholders’ Meeting, the holders of all of\nthe 3,538,628 shares of the Corporation’s Class B Common Stock voted unanimously in favor of electing\nthe following persons to serve as the Corporation’s directors until the next annual meeting of\nshareholders and until their successors have been elected:\n

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Patrick W. Allender
\nGary S. Balkema
\nChan W. Galbato
\nConrad G. Goodkind
\nFrank W. Harris
\nFrank M. Jaehnert
\nElizabeth P. Pungello
\nBradley C. Richardson\n\n

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Item 8.01 OTHER EVENTS\n

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On November 18, 2010, the Corporation’s Board of Directors approved an increase in the annual\nretainer of the Lead Independent Director from $10,000 to $15,000, effective immediately.\n

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS\n

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(d) Exhibits.\n

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The following are filed as Exhibits to this Report.\n

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Exhibit No.		Description of Exhibit

	3.2		Bylaws of Brady Corporation, as amended.

	99.1		Press Release of Brady Corporation, dated November 18, 2010, relating to first quarter fiscal\n2011 financial results.

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ARTICLE I. OFFICES\n

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1.01 Principal and Business Offices. The corporation may have such principal and other\nbusiness offices either within or without the State of Wisconsin as the Board of Directors, may\ndesignate or as the business of the corporation may require from time to time.\n

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1.02 Registered Office. The registered office of the corporation required by the Wisconsin\nBusiness Corporation Law to be maintained in the State of Wisconsin may be, but need not be,\nidentical with the principal office in the State of Wisconsin and the address of the registered\noffice may be changed from time to time by any officer or by the registered agent. The business\noffice of the registered agent of the corporation shall be identical to such registered office.\n

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ARTICLE II. SHAREHOLDERS\n

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2.01 Annual Meeting. The annual meeting of the shareholders shall be held on the third\nWednesday of November each year at 9:00 a.m., or at such other time and date within 30 days before\nor after said date as may be fixed by or under the authority of the Board of Directors, for the\npurpose of electing directors and for the transaction of such other business as may come before the\nmeeting. If the day fixed for the annual meeting shall be a legal holiday in the State of\nWisconsin, such meeting shall be held on the next succeeding business day. If the election of\ndirectors shall not be held on the day designated herein, or fixed as herein provided, for any\nannual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall\ncause the election to be held at a special meeting of the shareholders as soon thereafter as\nconveniently may be.\n

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2.02 Special Meeting. Special meetings of the shareholders for any purpose or purposes\nunless otherwise prescribed by statute, may be called by the Chairman of the Board or the President\nor the Board of Directors or by the person designated in the written request of the holders of not\nless than one-tenth of all shares of the corporation entitled to vote at the meeting. The purpose\nor purposes of any special meeting shall be described in the notice required by Section 2.04 of\nthese By-Laws.\n

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2.03 Place of Meeting. The Board of Directors may designate any place, either within or\nwithout the State of Wisconsin, as the place of meeting for any annual meeting or for any special\nmeeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled\nto vote at a meeting may designate any place, whether within or without the State of\nWisconsin, as the place for the holding of such meeting. If no designation is made, or if a\nspecial meeting be otherwise called, the place of meeting shall be the principal business office of\nthe corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any\nplace designated by vote or a majority of the shares represented thereat.\n

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2.04 Notice of Meeting. Written notice stating the place, day and hour of the meeting and,\nin case of a special meeting, the purpose or purposes for which the meeting is called, shall be\ndelivered not less than 10 days (unless a longer period is required by law or the articles of\nincorporation) nor more than 50 days before the date of the meeting, either personally or by mail,\nby or at the direction of the Chairman of the Board or the President, the Secretary, or persons\ncalling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed,\nsuch notice shall be deemed to be delivered when deposited in the United States mail, addressed to\nthe shareholder at his address as it appears on the stock record books of the corporation, with\npostage thereon prepaid.\n

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2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining\nshareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment\nthereof, or shareholders entitled to receive payment of any dividend, or in order to make a\ndetermination of shareholders for any other proper purpose, the Board of Directors may provide that\nthe stock transfer books shall be closed for a stated period, but not to exceed 50 days. If the\nstock transfer books shall be closed for the purpose of determining shareholders entitled to notice\nof or to vote at a meeting of shareholders, such books shall be closed for at least ten days\nimmediately preceding such meeting. In lieu of closing the stock transfer books, the Board of\nDirectors may fix in advance a date as the record date for any such determination of shareholders,\nsuch date in any case to be not more than 50 days and, in case of a meeting of shareholders, not\nless than ten days prior to the date on which the particular action, requiring such determination\nof shareholders is to be taken. If the stock transfer books are not closed and no record date is\nfixed for the determination of shareholders entitled to notice of or to vote at a meeting of\nshareholders, or shareholders entitled to receive payment of a dividend, the close of business on\nthe date on which notice of the meeting is mailed or on the date on which the resolution of the\nBoard of Directors declaring such dividend is adopted, as the case may be, shall be the record date\nfor such determination of shareholders. When a determination of shareholders entitled to vote at\nany meeting of shareholders has been made as provided in this section, such determination shall be\napplied to any adjournment thereof except where the determination has\nbeen made through the closing of the stock transfer books and the stated period of closing has\nexpired.\n

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2.06 Voting Records. The officer or agent having charge of the stock transfer books for\nshares of the corporation shall, before each meeting of shareholders, make a complete record of the\nshareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and\nthe number of shares held by each. Such record shall be produced and kept open at the time and\nplace of the meeting and shall be subject to the inspection of any shareholder during the whole\ntime of the meeting for the purposes of the meeting. The original stock transfer books shall be\nprima facie evidence as to who are the shareholders entitled to examine such record or transfer\nbooks or to vote at any meeting of shareholders. Failure to comply with the requirements of this\nsection shall not affect the validity of any action taken at such meeting.\n

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2.07 Quorum. Except as otherwise provided in the articles of incorporation, a majority of\nthe shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a\nmeeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares\nrepresented at the meeting and entitled to vote on the subject matter shall be the act of the\nshareholders unless the vote of a greater number or voting by classes is required by the Wisconsin\nBusiness Corporation Law or the articles of incorporation. If less than a quorum is represented at\na meeting, a majority of the shares so represented may adjourn the meeting from time to time\nwithout further notice. At such adjourned meeting at which a quorum shall be present or\nrepresented, any business may be transacted which might have been transacted at the meeting as\noriginally noticed. The shareholders present at a duly organized meeting may continue to transact\nbusiness until adjournment, notwithstanding the withdrawal of enough shareholders to leave less\nthan a quorum.\n

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2.08 Conduct of Meetings. The President and in his absence a Vice-President in the order\nprovided under Article IV and in their absence any person chosen by the shareholders present, shall\ncall the meeting of the shareholders to order and shall act as chairman of the meeting, and the\nSecretary shall act as secretary of all meetings of the shareholders, but, in the absence of the\nsecretary, the presiding officer may appoint any other person to act as secretary of the meeting.\n

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2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in\nperson or by proxy appointed in writing by the shareholder or by his duly authorized attorney in\nfact. Such proxy shall be filed with the Secretary before or at the time of the meeting.\nUnless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted,\neither by written notice filed with the Secretary or the acting secretary of the meeting or by oral\nnotice given by the shareholder to the presiding officer during the meeting. The presence of a\nshareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be\nvalid after 11 months from the date of its execution, unless otherwise provided in the proxy. The\nBoard of Directors shall have the power and authority to make rules as to the validity and\nsufficiency of proxies.\n

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2.10 Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter\nsubmitted to a vote at a meeting of shareholders, except to the extent that the voting rights of\nthe shares of any class or classes are enlarged, limited or denied by the articles of\nincorporation.\n

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2.11 Voting of Shares by Certain Holders.\n

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(a) Other Corporations. Shares standing in the name of another corporation may be voted\neither in person or by proxy, by the president of such corporation or any other officer appointed\nby such president. A proxy executed by any principal officer of such other corporation or assistant\nthereto shall be conclusive evidence of the signer’s authority to act, in the absence of express\nnotice to this corporation, given in writing to the Secretary of this corporation, of the\ndesignation of some other person by the board of directors or the by-laws of such other\ncorporation.\n

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(b) Legal Representatives and Fiduciaries. Shares held by a personal representative, an\nadministrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for\ncreditors may be voted by him, either in person or by proxy, without a transfer of such shares into\nhis name, provided that there is filed with the Secretary before or at the time of meeting proper\nevidence of his incumbency and the number of shares held. Shares standing in the name of a\nfiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall\nbe conclusive evidence of the signer’s authority to act, in the absence of express notice, given in\nwriting to the Secretary, that such manner of voting is prohibited or otherwise directed by the\ndocument creating the fiduciary relationship.\n

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(c) Pledgees. A shareholder whose shares are pledged shall be entitled to vote such shares\nin person or by proxy until the shares have been transferred into the name of the pledgee, and\nthereafter the pledgee shall be entitled to vote the shares so transferred.\n

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(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another\ncorporation if a majority of the shares entitled to vote for the election of directors of such\nother corporation is held by this corporation, shall be voted at any meeting or counted in\ndetermining the total number of outstanding shares entitled to vote, but shares of its own issue\nheld by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary\ncapacity, may be voted and shall be counted in determining the total number of outstanding shares\nentitled to vote.\n

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(e) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no\nsuch vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary\nof the corporation has received written notice or has actual knowledge that such shareholder is a\nminor.\n

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(f) Incompetents and Spendthrifts. Shares held by incompetent or spendthrift may be voted by\nsuch incompetent or spendthrift in person or by proxy and no such vote shall be subject to\ndisaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual\nknowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual\nknowledge of filing of judicial proceedings for appointment of a guardian.\n

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(g) Joint Tenants. Shares registered in the names of two or more individuals who are named\nin the registration as joint tenants may be voted in person or by proxy signed by any one or more\nof such individuals if either (i) no other such individual or his legal representative is present\nand claims the right to participate in voting of such shares or prior to the vote files with the\nSecretary of the corporation a contrary written voting authorization or direction or written denial\nof authority of the individual present or signing the proxy proposed to be voted or (ii) all such\nother individuals are deceased and the Secretary of the corporation has no actual knowledge that\nthe survivor has been adjudicated not to be the successor to the interests of those deceased.\n

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ARTICLE III. BOARD OF DIRECTORS\n

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3.01 General Powers and Number. The business and affairs of the corporation shall be managed\nby its Board of Directors. The number of Directors of the corporation shall be\nestablished from time to time by the Board of Directors, but shall be not less than five or\nmore than 15. The number of directors may be increased or decreased from time to time by amendment\nto this Section adopted by the shareholders or the Board of Directors, but no decrease shall have\nthe effect of shortening the term of an incumbent director.\n

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3.02 Tenure and Qualifications. Each director shall hold office until the next annual\nmeeting of shareholders and until his successor shall have been elected, or until his prior death,\nresignation or removal. Any director or the entire Board of Directors may be removed from office,\nwith or without cause, by affirmative vote of a majority of the outstanding shares entitled to vote\nfor the election of such director, taken at a meeting of shareholders called for that purpose. A\ndirector may resign at any time by filing his written resignation with the Secretary of the\ncorporation. Directors need not be residents of the State of Wisconsin or shareholders of the\ncorporation. No director shall be eligible to be elected or re-elected a director after he attains\nage 70. A director in office when he attains age 70 shall be eligible to be elected an advisory\ndirector from year to year for a maximum period of three years. Advisory directors shall be\nentitled to all the rights and privileges of a director, except the right to vote and shall be paid\nsuch fees and compensation as shall be fixed by the Board of Directors from time to time.\n

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3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held without\nother notice than this by-law immediately after the annual meeting of shareholders and each\nadjourned session thereof. The place of such regular meeting shall be the same as the place of the\nmeeting of shareholders that precedes it or such other suitable place as may be announced at such\nmeeting of shareholders. The Board of Directors may provide, by resolution, the time and place,\neither within or without the State of Wisconsin, for the holding of additional regular meetings\nwithout other notice than such resolution.\n

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3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the\nrequest of the Chairman of the Board, the Lead Independent Director, the President, or any two\ndirectors. The persons calling any special meeting of the Board of Directors may fix any place,\neither within or without the State of Wisconsin, as the place for holding any special meeting of\nthe Board of Directors called by them, and if no other place is fixed the place of meeting shall be\nthe principal business office of the corporation in the State of Wisconsin.\n

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3.05 Meetings By Telephone or Other Communication Technology.\n

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(a) Any or all directors may participate in a regular or special meeting or in a committee\nmeeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any\nother means of communication by which either: (i) all participating directors may simultaneously\nhear each other during the meeting or (ii) all communication during the meeting is immediately\ntransmitted to each participating director, and each participating director is able to immediately\nsend messages to all other participating directors.\n

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(b) If a meeting will be conducted through the use of any means described in paragraph (a),\nall participating directors shall be informed that a meeting is taking place at which official\nbusiness may be transacted. A director participating in a meeting by any means described in\nparagraph (a) is deemed to be present in person at the meeting.\n

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3.06 Notice of Meetings. Notice of each meeting of the Board of Directors (unless otherwise\nprovided in or pursuant to Section 3.03) shall be given by written notice delivered personally or\nmailed or given by telephone, telegram, or other means of electronic delivery such as facsimile or\ne-mail to each director at his business or home address or at such other address as such director\nshall have designated in writing filed with the Secretary, in each case not less than that 48 hours\nprior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United\nStates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such\nnotice shall be deemed to be delivered when the telegram is delivered to the telegraph company; if\nby telephone, at the time the call is completed; or if by other forms of electronic delivery, at\nthe time the transmission is completed. The attendance of a director at a meeting shall constitute\na waiver of notice of such meeting, except where a director attends a meeting and objects thereat\nto the transaction of any business because the meeting is not lawfully called or convened. Neither\nthe business to be transacted at, nor the purpose of, any regular or special meeting of the Board\nof Directors need be specified in the notice or waiver of notice of such meeting.\n

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3.07 Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by\nthe articles of incorporation or these by-laws, a majority of the number of directors as provided\nin Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the\nBoard of Directors, but a majority of the directors present (though less than such quorum) may\nadjourn the meeting from time to time without further notice.\n

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3.08 Manner of Acting. The act of the majority of the directors present at a meeting at\nwhich a quorum is present shall be the act of the Board of Directors unless the act of a greater\nnumber is required by the Wisconsin Business Corporation Law or by the articles of incorporation or\nthese by-laws.\n

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3.09 Conduct of Meetings. Any director chosen by the directors present, shall call meetings\nof the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the\ncorporation shall act as secretary of all meetings of the Board of Directors, but in the absence of\nthe Secretary, the presiding officer may appoint any Assistant Secretary or any director or other\nperson present to act as secretary of the meeting.\n

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3.10 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created\nby an increase in the number of directors, may be filled until the next succeeding annual election\nby the affirmative vote of a majority of the directors then in office, though less than a quorum of\nthe Board of Directors; provided, that in case of a vacancy created by the removal of a director(s)\nby vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same\nmeeting or any adjournment thereof.\n

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3.11 Compensation. The Board of Directors, by affirmative vote of a majority of the\ndirectors then in office and irrespective of any personal interest of any of its members, may\nestablish reasonable compensation of all directors for services to the corporation as directors,\nofficers or otherwise, and the manner and time and payment thereof, or may delegate such authority\nto an appropriate committee. The Board of Directors also shall have authority to provide for or to\ndelegate authority to an appropriate committee to provide for reasonable pensions, disability or\ndeath benefits, and other benefits or payments, to directors, officers and employees and to their\nestates, families, dependents or beneficiaries on account of prior services rendered by such\ndirectors, officers and employees to the corporation.\n

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3.12 Presumption of Assent. A director who is present at a meeting of the Board of Directors\nor a committee thereof of which he is a member at which action on any corporate matter is taken\nshall be presumed to have assented to the action taken unless his dissent shall be entered in the\nminutes of the meeting or unless he shall file his written dissent to such action with the person\nacting as the secretary of the meeting before the adjournment thereof or shall forward such dissent\nby registered mail to the Secretary of the corporation immediately after the\nadjournment of the meeting. Such right to dissent shall not apply to a director who voted in\nfavor of such action.\n

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3.13 Committees. The Board of Directors by resolution adopted by the affirmative vote of a\nmajority of the number of directors as provided in Section 3.01 may designate one or more\ncommittees, each committee to consist of one or more directors elected by the Board of Directors,\nwhich, to the extent provided in said resolution as initially adopted, and as thereafter\nsupplemented or amended by further resolution adopted by a like vote, shall have and may exercise\nwhen the Board of Directors is not in session, the powers of the Board of Directors in the\nmanagement of the business and affairs of the corporation, except that no committee may: (a)\napprove or recommend for approval to shareholders for approval any action or matter that the\nWisconsin Business Corporation Law requires be approved by shareholders; or (b) adopt, amend or\nrepeal By-Laws. A majority of the members of a committee shall constitute a quorum. The Board of\nDirectors may elect one or more of its members as alternate members of any such committee who may\ntake the place of any absent member or members at any meeting of such committee upon request by the\nPresident or upon request by the chairman of such meeting. Each such committee shall fix its own\nrules governing the conduct of its activities and shall make such reports to the Board of Directors\nof its activities as the Board of Directors may request.\n

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ARTICLE IV. OFFICERS\n

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4.01 Number. The principal officers shall be a President, one or more Vice-Presidents (the\nnumber and designations to be determined by the Board of Directors), a Secretary, and a Treasurer,\neach of whom shall be elected by the Board of Directors. The Board of Directors may also elect a\nChief Executive Officer and may designate one of the Vice Presidents as the Executive Vice\nPresident. Such other officers and assistant officers as may be deemed necessary may be elected or\nappointed by the Board of Directors or the President. Any two or more offices may be held by the\nsame person.\n

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4.02 Election and Term of Office. The officers to be elected by the Board of Directors shall\nbe elected annually by the Board of Directors at the first meeting of the Board of Directors held\nafter each annual meeting of the shareholders. If the election of officers shall not be held at\nsuch meeting, such election shall be held as soon thereafter as conveniently may be. Each officer\nshall hold office until his successor shall have been duly elected or until his prior death,\nresignation or removal.\n

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4.03 Removal. Any officer or agent may be removed by the Board of Directors whenever in its\njudgment the best interests of the corporation will be served thereby, but such removal shall be\nwithout prejudice to the contract rights, if any, of the person so removed. Election or\nappointment shall not of itself create contract rights.\n

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4.04 Vacancies. A vacancy in any principal office because of death, resignation, removal,\ndisqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion\nof the term.\n

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4.05 Chairman of the Board. The Board of Directors may elect one of its members the Chairman\nof the Board. The Chairman of the Board shall preside at all meetings of the shareholders and\ndirectors at which he is present. He shall be ex officio a member of all standing committees and\nshall be Chairman of such committees as is determined by the Board of Directors. He shall have such\nother powers and duties as may from time to time be prescribed by the by-laws or by resolution of\nthe Board of Directors.\n

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4.06 President. The President shall be the principal executive officer and, subject to the\ncontrol of the Board of Directors, shall in general supervise and control all of the business and\naffairs of the corporation. He shall, in the absence of the Chairman, preside at all meetings of\nthe shareholders and of the Board of Directors. He shall have authority, subject to such rules as\nmay be prescribed by the Board of Directors, to appoint such agents and employees of the\ncorporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to\ndelegate authority to them. Such agents and employees shall hold office at the discretion of the\nPresident. He shall have authority to sign, execute and acknowledge, on behalf of the corporation,\nall deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents\nor instruments necessary or proper to be executed in the course of the corporation’s regular\nbusiness, or which shall be authorized by resolution of the Board of Directors; and, except as\notherwise provided by law or the Board of Directors, he may authorize any Vice President or other\nofficer or agent of the corporation to sign, execute and acknowledge such documents or instruments\nin his place and stead. In general he shall perform all duties incident to the office of President\nand such other duties as may be prescribed by the Board of Directors from time to time.\n

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4.07 Executive Vice President. The Executive Vice President, if one be designated, shall\nassist the President in the discharge of supervisory, managerial and executive duties and\nfunctions. In the absence of the President or in the event of his death, inability or refusal\nto act, the Executive Vice President shall perform the duties of the President and when so acting\nshall have all the powers and duties of the President, and shall perform such other duties as from\ntime to time may be assigned to him by the Board of Directors or the President.\n

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4.08 Vice Presidents. In the absence of the President and the Executive Vice President, or\nin the event of his death, inability or refusal to act, or in the event for any reason it shall be\nimpracticable for them to act personally, the Vice President (or in the event there be more than\none Vice President, the Vice Presidents in the order designated by the Board of Directors, or in\nthe absence of any designation, then in the order of their election) shall perform the duties of\nthe President, and when so acting, shall have all the powers of and be subject to all the\nrestrictions upon the President. Any Vice President may sign, with the Secretary or Assistant\nSecretary, certificates for shares of the corporation and shall perform such other duties and have\nsuch authority as from time to time may be delegated or assigned to him by the President or by the\nBoard of Directors. The execution of any instrument of the corporation by any Vice President shall\nbe conclusive evidence, as to third parties, of his authority to act in the stead of the President.\n

\n\n

4.09 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders\nand of the Board of Directors in one or more books provided for that purpose; (b) see that all\nnotices are duly given in accordance with the provisions of these by-laws or as required by law;\n(c) be custodian of the corporate records and of the seal of the corporation and see that the seal\nof the corporation is affixed to all documents the execution of which on behalf of the corporation\nunder its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post\noffice address of each shareholder which shall be furnished to the Secretary by such shareholder;\n(e) sign with the President, or a Vice President, certificates for shares of the corporation, the\nissuance of which shall have been authorized by resolution of the Board of Directors; (f) have\ngeneral charge of the stock transfer books of the corporation; and (g) in general perform all\nduties incident to the office of Secretary and have such other duties and exercise such authority\nas from time to time may be delegated or assigned to him by the President or by the Board of\nDirectors.\n

\n\n

-12-\n

\n\n

4.10 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for\nall funds and securities of the corporation; (b) receive and give receipts for moneys, due and\npayable to the corporation from any source whatsoever, and deposit all such moneys in the, name\nof the corporation in such banks, trust companies or other depositories as shall be selected\nin accordance with the provisions of Section 5.04; and (c) in general perform, all of the duties\nincident to the office of Treasurer and have such other duties and exercise such other authority as\nfrom time to time may be delegated or assigned to him by the President or by the Board of\nDirectors.\n

\n\n

4.11 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant\nSecretaries and Assistant Treasurers as the Board of Directors or President from time to time\nauthorize. The Assistant Secretaries may sign with the President or a Vice President certificates\nfor shares of the corporation the issuance of which shall have been authorized by a resolution of\nthe Board of Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall\nperform such duties and have such authority as shall from time to time be delegated or assigned to\nthem by the Secretary or the Treasurer, respectively, or by the President or the Board of\nDirectors.\n

\n\n

4.12 Other Assistants and Acting Officers. The Board of Directors and the President shall\nhave the power to appoint any person to act as assistant to any officer, or as agent for the\ncorporation in his stead, or to perform the duties of such officer whenever for any reason it is\nimpracticable for such officer to act personally, and such assistant or acting officers or other\nagent so appointed by the Board of Directors or President shall have the power to perform all the\nduties of the office to which he is so appointed to be assistant, or as to which he is so appointed\nto act, except as such power may be otherwise defined or restricted by the Board of Directors or\nPresident.\n

\n\n

4.13 Salaries. The salaries of the principal officers shall be fixed from time to time by\nthe Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented\nfrom receiving such salary by reason of the fact that he is also a director of the corporation.\n

\n\n

-13-\n

\n\n

ARTICLE V. CONTRACTS, LOANS, CHECKS
\nAND DEPOSITS. SPECIAL CORPORATE ACTS\n

\n\n\n

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or\nagents, to enter into any contract or execute or deliver any instrument in the name of and on\nbehalf of the corporation, and such authorization may be general or confined to specific instances.\nNo contract or other transaction between the corporation and one or more of its\ndirectors or any other corporation, firm, association, or entity in which one or more of its\ndirectors are directors or officers or are financially interested, shall be either void or voidable\nbecause of such relationship or interest or because such director or directors are present at the\nmeeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies\nsuch contract or transaction or because his or their votes are counted for such purpose, if 1) the\nfact of such relationship or interest is disclosed or known to the Board of Directors or committee\nwhich authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient\nfor the purpose without counting the votes or consents of such interested directors; or 2) the fact\nof such relationship or interest is disclosed or known to the shareholders entitled to vote and\nthey authorize, approve or ratify such contract or transaction by vote or written consent.; or 3)\nthe contract or transaction is fair and reasonable to the corporation. Common or interested\ndirectors may be counted in determining the presence of a quorum at a meeting of the Board of\nDirectors or a committee thereof which authorizes, approves or ratifies such contract or\ntransaction.\n

\n\n

5.02 Loans. No indebtedness for borrowed money shall be contracted on behalf of the\ncorporation and no evidences of such indebtedness shall be issued in its name unless authorized by\nor under the authority of a resolution of the Board of Directors. Such authorization may be\ngeneral or confined to specific instances.\n

\n\n

5.03 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes\nor other evidences of indebtedness issued in the name of the corporation, shall be signed by such\nofficer(s), employee(s) or agents of the corporation and in such manner as shall from time to time\nbe determined by or under the authority of a resolution of the Board of Directors.\n

\n\n

5.04 Deposits. All funds of the corporation not otherwise employed shall be deposited from\ntime to time to the credit of the corporation in such banks, trust companies or other depositories\nas may be selected by or under the authority of a resolution of the Board of Directors.\n

\n\n

5.05 Voting of Securities Owned by this Corporation. Subject always to the specific\ndirections of the Board of Directors, (a) any shares or other securities issued by any other\ncorporation and owned or controlled by this corporation may be voted at any meeting of security\nholders of such other corporation by the President of this corporation if he be present, or in his\nabsence by any Vice President of this corporation who may be present, and (b) whenever. in the\njudgment of the President, or in his absence, of any Vice President, it is desirable for this\ncorporation to execute a proxy or written consent in respect to any shares or other securities\nissued by any other corporation and owned by this corporation, such proxy or consent shall be\nexecuted in the name of this corporation by the President or one of the Vice Presidents of this\ncorporation, without necessity of any authorization by the Board of Directors, affixation of\ncorporate seal or countersignature or attestation by another officer. Any person or persons\ndesignated in the manner above stated as the proxy or proxies of this corporation shall have full\nright, power and authority to vote the shares or other securities issued by such other corporation\nand owned by this corporation the same as such shares or other securities might be voted by this\ncorporation.\n

\n\n

-14-\n

\n\n

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER\n

\n\n\n

6.01 Certificated and Uncertificated Shares. Shares of the corporation’s stock may be\ncertificated or uncertificated as provided under Wisconsin law. Certificates representing shares\nof the corporation shall be in such form, consistent with law, as shall be determined by the Board\nof Directors. Such certificates shall be signed by the President or a Vice President and by the\nSecretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered\nor otherwise identified. The name and address of the person to whom the shares represented thereby\nare issued, with the number of shares and date of issue, shall be entered on the stock transfer\nbooks of the corporation. All certificates surrendered to the corporation for transfer shall be\ncancelled and no new certificate shall be issued until the former certificate for a like number of\nshares shall have been surrendered and cancelled, except as provided in Section 6.05.\n

\n\n

6.02 Facsimile Signatures and Seal. The seal of the corporation on any certificates for\nshares may be a facsimile. The signatures of the President or Vice President and the Secretary or\nAssistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on\nbehalf of a transfer agent or a registrar, other than the corporation itself or an employee of the\ncorporation.\n

\n\n

6.03 Signature by Former Officers. In case any officer who has signed or whose facsimile\nsignature has been placed upon any certificate for shares and who shall have ceased to be such\nofficer before such certificate is issued, it may be issued by the corporation with the same effect\nas if he were such officer at the date of its issue.\n

\n\n

-15-\n

\n\n

6.04 Transfer of Shares. Transfers of stock shall be made on the books of the corporation\nonly by the record holder of such stock, or by attorney lawfully constituted in\nwriting, and, in the case of stock represented by a certificate, upon surrender of the\ncertificate. All certificates surrendered to the corporation for transfer shall be cancelled and\nno new certificate shall be issued until the former certificate for a like number of shares shall\nhave been surrendered and cancelled, except as provided in Section 6.05. Prior to due presentment\nof a certificate for shares for registration or transfer, and unless the corporation has\nestablished a procedure by which a beneficial owner of shares held by a nominee is to be recognized\nby the corporation as the shareholder, the corporation may treat the registered owner of such\nshares as the person exclusively entitled to vote, to receive notifications and otherwise to have\nand exercise all the rights and power of an owner. The corporation may require reasonable\nassurance that all transfer endorsements are genuine and effective and in compliance with all\nregulations prescribed by or under the authority of the Board of Directors.\n

\n\n

6.05 Lost Destroyed or Stolen Certificates. Where the owner claims that his certificate for\nshares has been lost destroyed or wrongfully taken, a new certificate shall be issued in place\nthereof if the owner (a) so requests before the corporation has notice that such shares have been\nacquired by a bona fide purchase, and (b) files with the corporation a sufficient indemnity bond,\nand (c) satisfies such other reasonable requirements as may be prescribed by or under the authority\nof the Board of Directors.\n

\n\n

6.06 Stock Regulations. The Board of Directors shall have the power and authority to make\nall such rules and regulations not inconsistent with the statutes of the State of Wisconsin as it\nmay deem expedient concerning the issue, transfer and registration of certificates representing\nshares of the corporation.\n

\n\n

ARTICLE VII. WAIVER OF NOTICE\n

\n\n\n

7.01 Written Waiver. Whenever any notice whatever is required to be given under the\nprovisions of the Wisconsin Business Corporation Law or under the provisions of the Articles of\nIncorporation or By-Laws, a waiver thereof in writing signed at any time, whether before or after\nthe time of the meeting, by the person or persons entitled to such notice shall be deemed\nequivalent to the giving of such notice. Such waiver by a shareholder in respect of any matter of\nwhich notice is required under any provision of The Wisconsin Business Corporation Law shall\ncontain the same information as would have been required to be included in such notice under any\napplicable provisions of said law, except that the time and place of meeting need not be stated.\n

\n\n

-16-\n

\n\n

7.02 Shareholder Waiver by Attendance. A shareholder’s attendance at a meeting, in person or\nby proxy, waives objection to both of the following:\n

\n\n

(a) Lack of notice or defective notice of the meeting, unless the shareholder at the\nbeginning of the meeting or promptly upon arrival objects to holding the meeting or transacting\nbusiness at the meeting.\n

\n\n

(b) Consideration of a particular matter at the meeting that is not within the purpose\ndescribed in the meeting notice, unless the shareholder objects to considering the matter when it\nis presented.\n

\n\n

7.03 Director Waiver by Attendance. A director’s attendance at or participation in a meeting\nof the Board of Directors or any committee thereof waives any required notice to him or her of the\nmeeting unless the director at the beginning of the meeting or promptly upon his or her arrival\nobjects to holding the meeting or transacting business at the meeting and does not thereafter vote\nfor or assent to action taken at the meeting.\n

\n\n

ARTICLE VIII.
\nUNANIMOUS CONSENT WITHOUT A MEETING\n

\n\n\n

Any action required by the Articles of Incorporation or By-Laws or any provision of the\nWisconsin Business Corporation Law to be taken at a meeting or any other action which may be taken\nat a meeting may be taken without a meeting if a consent in writing setting forth the action so\ntaken shall be signed by all of the shareholders, directors or members of a committee thereof\nentitled to vote with respect to the subject matter thereof and such consent shall have the same\nforce and effect as a unanimous vote.\n

\n\n

ARTICLE IX.
\nINDEMNIFICATION\n

\n\n\n

9.01 Extent of Indemnification. The company shall indemnify any person who was or is\nthreatened to be made a party to any threatened, pending or completed action, suit or proceeding,\nwhether civil, criminal, administrative or investigative (except such as relate to personal injury\nor death as provided in Section 9.02), by reason of the fact that he is or was a director, officer,\nemployee or agent of the company, or is or was serving at the request of the company as a director,\nofficer, employee or agent of another company, partnership, joint venture, trust or other\nenterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in\nsettlement actually and reasonably incurred by him in connection with such action, suit or\nproceeding, to the extent and under the circumstances permitted by the Wisconsin Business\nCorporation Law.\n

\n\n

-17-\n

\n\n

9.02 Specific Exceptions to Indemnification. The indemnification provided by this By-Law\nshall not create any duty or obligation of the company to indemnify any party in connection with\nany action, suit, proceeding or claim arising out of or based upon personal injury or death for\nwhich any such director, officer, employee or agent is alleged to have legal responsibility; nor\nshall such indemnification in any manner extend any liability or obligation of the company with\nrespect to any such matter involving personal injury or death beyond that which may otherwise exist\nby reason of any provision of law. The company may elect to grant such indemnification in such\nmatters if it is deemed to be in the company’s best interest, to the same extent as is provided in\nSection 9.03 for other actions, suits, proceedings or claims.\n

\n\n

9.03 Manner of Authorization. Indemnification under this Article IX (unless ordered by a\ncourt) shall be made as authorized in a specific case upon a determination that indemnification of\nthe director, officer, employee, or agent is proper in the circumstances because he has met the\napplicable standards of conduct set forth in the Wisconsin Business Corporation Law or that he\nacted in the best interests of the company. Such determination shall be made (1) by the Board of\nDirectors by a majority vote of a quorum consisting of directors who were not parties to such\naction, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable, a\nquorum of disinterested directors so directs, by independent legal counsel in a written opinion, or\n(3) by shareholders. The foregoing right of indemnification shall not be deemed exclusive of any\nother rights to which those seeking indemnification may be entitled under any by-law agreement,\ninsurance, vote of shareholders or disinterested directors or otherwise, and shall continue as to a\nperson who has ceased to be a director, officer, employee or agent and shall inure to the benefit\nof the heirs, executors and administrators of such a person.\n

\n\n

ARTICLE X.
\nSEAL\n

\n\n\n

The Board of Directors shall provide a corporate seal which shall be circular in form and\nshall have inscribed thereon the name of the corporation and the state of incorporation and the\nwords, “Corporate Seal”.\n

\n\n

-18-\n

\n\n

ARTICLE XI
\nAMENDMENTS\n

\n\n\n

11.01 By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may\nbe adopted by the shareholders by affirmative vote of not less than a majority of the shares\npresent or represented at an annual or special meeting of the shareholders at which a quorum is in\nattendance.\n

\n\n

11.02 By Directors. These by-laws may also be altered, amended or repealed and new by-laws\nmay be adopted by the Board of Directors by affirmative vote of a majority of the number of\ndirectors present at any meeting at which a quorum is in attendance, but no by-law adopted by the\nshareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so\nprovides.\n

\n\n

11.03 Implied Amendments. Any action taken or authorized by the shareholders or Board of\nDirectors, which would be inconsistent with the By-laws then in effect, but is taken or authorized\nby a vote that would be sufficient to amend the By-laws so that the By-laws would be consistent\nwith such action, shall be given the same effect as though the By-laws had been temporarily amended\nor suspended so far, but only so far, as is necessary to permit the specific action so taken or\nauthorized.\n

\n\n\n

\n\n

-19-\n

\n\n

EXHIBIT 99.1\n

\n\n\n

For more information:
\nInvestor contact: Aaron Pearce 414-438-6895
\nMedia contact: Carole Herbstreit 414-438-6882\n\n

\n\n

Brady Corporation reports financial results for fiscal 2011 first quarter\n

\n\n\n

MILWAUKEE (November 18, 2010)—Brady Corporation (NYSE:BRC) today reported financial results for\nits fiscal 2011 first quarter ended October 31, 2010.\n

\n\n

Net income in the fiscal 2011 first quarter increased 21.3 percent to $26.3 million compared\nto $21.7 million in the first quarter of fiscal 2010. Excluding $2.6 million in after-tax\nrestructuring charges, net income was up 18.9 percent to $28.9 million compared to $24.3 million in\nthe same quarter last year.\n

\n\n

Earnings per diluted Class A Common Share were $0.50 in the first quarter of 2011 compared to\n$0.41 in the prior year quarter. Excluding after-tax restructuring charges, earnings per diluted\nClass A Common Share increased 19.6 percent to $0.55 in the first quarter of fiscal 2011, compared\nto $0.46 per diluted share in the prior year’s first quarter.\n

\n\n

Sales for the quarter were up 3.5 percent to $329.6 million compared to $318.5 million in the\nfirst quarter of fiscal 2010. Organic sales increased 2.0 percent in the quarter and acquisitions\nadded another 2.0 percent to sales. Currency exchange reduced sales by 0.5 percent in the quarter.\n

\n\n

“I’m pleased with the continued improvement in our profitability and gross profit margin as a\ndirect result of our on-going initiatives to streamline our processes and improve our profitability\nthrough various activities including those stemming from the Brady Business Performance System\n(BBPS),” said Frank M. Jaehnert, Brady’s president and chief executive officer. “We also continue\nto invest in growth initiatives, especially our investment in developing new, proprietary products\nas well as growth though business acquisitions, both within our core markets and near-in\nadjacencies.”\n

\n\n

“We are encouraged by the traction we have seen in our productivity and cost saving\ninitiatives. As a result of this and the strengthening of certain foreign currencies versus the\nU.S. dollar, we are increasing our full year fiscal 2011 earnings per diluted Class A Common share\nguidance from between $1.95 and $2.15 to between $2.05 and $2.25 per share, excluding pretax\nrestructuring charges of $12 to $15 million or $0.17 to $0.21 per share,” said Brady Chief\nFinancial Officer Thomas J. Felmer. “We maintain our mid-single digit sales growth outlook for the\nbalance of fiscal 2011. Our guidance reflects all cost savings we expect to realize this year from\nthese restructuring activities as well as from our BBPS initiatives for operational improvements.”\n

\n\n

A Web cast regarding fiscal 2011 first quarter results will be available at\nwww.investor.bradycorp.com beginning at 7:00 a.m. Central time on November 18, 2010.\n

\n\n

Brady Corporation is an international manufacturer and marketer of complete solutions that\nidentify and protect premises, products and people. Brady’s products help customers increase\nsafety, security, productivity and performance and include high-performance labels and signs,\nsafety devices, printing systems and software, and precision die-cut materials. Founded in 1914,\nthe company has more than 1 million customers in electronics, telecommunications, manufacturing,\nelectrical, construction, education, medical and a variety of other industries. Brady is\nheadquartered in Milwaukee, Wisconsin and employs approximately 6,600 people at operations in the\nAmericas, Europe and Asia-Pacific. Brady’s fiscal 2010 sales were approximately $1.26 billion.\nBrady stock trades on the New York Stock Exchange under the symbol BRC. More information is\navailable on the Internet at www.bradycorp.com.\n

\n\n

###\n

\n\n\n

Brady believes that certain statements in this news release are “forward-looking statements” within\nthe meaning of the Private Securities Litigation Reform Act of 1995. All statements related to\nfuture, not past, events included in this news release, including, without limitation, statements\nregarding Brady’s future financial position, business strategy, targets, projected sales, costs,\nearnings, capital expenditures, debt levels and cash flows, and plans and objectives of management\nfor future operations are forward-looking statements. When used in this news release, words such as\n“may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or\n“plan” or similar terminology are generally intended to identify forward-looking statements. These\nforward-looking statements by their nature address matters that are, to different degrees,\nuncertain and are subject to risks, assumptions and other factors, some of which are beyond Brady’s\ncontrol, that could cause actual results to differ materially from those expressed or implied by\nsuch forward-looking statements. For Brady, uncertainties arise from the length or severity of the\ncurrent worldwide economic downturn or timing or strength of a subsequent recovery; future\nfinancial performance of major markets Brady serves, which include, without limitation,\ntelecommunications, manufacturing, electrical, construction, laboratory, education, governmental,\npublic utility, computer, transportation; difficulties in making and integrating acquisitions;\nrisks associated with newly acquired businesses; Brady’s ability to develop and successfully market\nnew products; changes in the supply of, or price for, parts and components; increased price\npressure from suppliers and customers; fluctuations in currency rates versus the US dollar;\nunforeseen tax consequences; potential write-offs of Brady’s substantial intangible assets; Brady’s\nability to retain significant contracts and customers; risks associated with international\noperations; Brady’s ability to maintain compliance with its debt covenants; technology changes;\nbusiness interruptions due to implementing business systems; environmental, health and safety\ncompliance costs and liabilities; future competition; interruptions to sources of supply; Brady’s\nability to realize cost savings from operating initiatives; difficulties associated with exports;\nrisks associated with restructuring plans; risks associated with obtaining governmental approvals\nand maintaining regulatory compliance; and numerous other matters of national, regional and global\nscale, including those of a political, economic, business, competitive and regulatory nature\ncontained from time to time in Brady’s U.S. Securities and Exchange Commission filings, including,\nbut not limited to, those factors listed in the “Risk Factors” section located in Item 1A of Part I\nof Brady’s Form 10-K for the year ended July 31, 2010. These uncertainties may cause Brady’s actual\nfuture results to be materially different than those expressed in its forward-looking statements.\nBrady does not undertake to update its forward-looking statements.\n

\n\n\n

\n\n

BRADY CORPORATION AND SUBSIDIARIES
\n\nCONDENSED CONSOLIDATED STATEMENTS OF INCOME\n\n

\n\n

(Dollars in Thousands)\n

\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n


	(Unaudited)
	Three Months Ended October 31,
								Percentage
	2010			2009			Change
Net sales	$	329,588			$	318,486			3.5	%
Cost of products sold		165,076				161,043			2.5	%

Gross margin		164,512				157,443			4.5	%

Operating expenses:
Research and development		9,944				9,609			3.5	%
Selling, general and administrative		109,324				108,676			0.6	%
Restructuring charge		3,641				3,601			1.1	%

Total operating expenses		122,909				121,886			0.8	%

Operating income		41,603				35,557			17.0	%

Other income and (expense):
Investment and other income		290				48			504.2	%
Interest expense		(5,687	)			(5,162	)		10.2	%


Income before income taxes		36,206				30,443			18.9	%

Income taxes		9,925				8,775			13.1	%


Net income	$	26,281			$	21,668			21.3	%


Per Class A Nonvoting Common Share:
Basic net income	$	0.50			$	0.41			22.0	%
Diluted net income	$	0.50			$	0.41			22.0	%
Dividends	$	0.18			$	0.175			2.9	%

Per Class B Voting Common Share:
Basic net income	$	0.48			$	0.40			20.0	%
Diluted net income	$	0.48			$	0.39			23.1	%
Dividends	$	0.163			$	0.158			3.2	%

Weighted average common shares outstanding (in thousands):
Basic		52,448				52,337
Diluted		52,810				52,943

\n\n\n

\n\n

BRADY CORPORATION AND SUBSIDIARIES
\n\nCONSOLIDATED BALANCE SHEETS\n\n

\n\n

(IN THOUSANDS)\n

\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n


	(Unaudited)
	October 31, 2010			July 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	326,100			$	314,840
Accounts receivable — Net		242,207				221,621
Inventories:
Finished products		53,935				52,906
Work-in-process		15,781				13,146
Raw materials and supplies		31,479				28,620

Total inventories		101,195				94,672
Prepaid expenses and other current assets		38,017				37,839


Total current assets		707,519				668,972

Other assets:
Goodwill		786,203				768,600
Other intangible assets, net		101,070				103,546
Deferred income taxes		46,874				39,103
Other		21,261				20,808

Property, plant and equipment:
Cost:
Land		6,346				6,265
Buildings and improvements		102,781				101,138
Machinery and equipment		295,605				289,727
Construction in progress		11,026				9,873

		415,758				407,003

Less accumulated depreciation		273,437				261,501


Property, plant and equipment — net		142,321				145,502


Total	$	1,805,248			$	1,746,531


LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	95,513			$	96,702
Wages and amounts withheld from employees		51,577				67,285
Taxes, other than income taxes		7,993				7,537
Accrued income taxes		19,975				10,138
Other current liabilities		54,804				50,862
Current maturities on long-term debt		61,264				61,264


Total current liabilities		291,126				293,788

Long-term obligations, less current maturities		389,660				382,940

Other liabilities		67,243				64,776


Total liabilities		748,029				741,504

Stockholders’ investment:
Common stock:
Class A nonvoting common stock — Issued 51,261,487 and 51,261,487\nshares, respectively and outstanding 48,981,331 and 48,875,716\nshares, respectively		513				513
Class B voting common stock — Issued and outstanding, 3,538,628 shares		35				35
Additional paid-in capital		306,474				304,205
Income retained in the business		735,368				718,512
Treasury stock — 1,970,156 and 2,175,771 shares, respectively of Class A\nnonvoting common stock, at cost		(60,208	)			(66,314	)
Accumulated other comprehensive income		80,212				50,905
Other		(5,175	)			(2,829	)


Total stockholders’ investment		1,057,219				1,005,027


Total	$	1,805,248			$	1,746,531

\n\n\n

\n\n

BRADY CORPORATION AND SUBSIDIARIES
\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS
\n\n(Dollars in Thousands)\n\n

\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n


	(Unaudited)
	Three Months Ended
	October 31
	2010			2009
Operating activities:
Net income	$	26,281			$	21,668
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,594				13,817
Deferred income taxes		(4,849	)			(2,985	)
Non-cash portion of stock-based compensation expense		4,069				2,952
Non-cash portion of restructuring		951				288
Other		193				(4	)
Changes in operating assets and liabilities (net of effects of business acquisitions):
Accounts receivable		(13,614	)			(28,818	)
Inventories		(3,689	)			3,144
Prepaid expenses and other assets		1,078				(657	)
Accounts payable and accrued liabilities		(18,104	)			20,269
Income taxes		10,245				4,626
Other liabilities		1,002				(464	)

Net cash provided by operating activities		16,157				33,836

Investing activities:
Acquisition of business, net of cash acquired		—				(1,840	)
Purchases of property, plant and equipment		(2,810	)			(9,001	)
Other		(908	)			80

Net cash used in investing activities		(3,718	)			(10,761	)

Financing activities:
Payment of dividends		(9,424	)			(8,578	)
Proceeds from issuance of common stock		2,105				716
Net income tax benefit from the exercise of stock options and deferred\ncompensation distributions		(146	)			173

Net cash used in financing activities		(7,465	)			(7,689	)

Effect of exchange rate changes on cash		6,286				4,096

Net increase in cash and cash equivalents		11,260				19,482
Cash and cash equivalents, beginning of period		314,840				188,156


Cash and cash equivalents, end of period	$	326,100			$	207,638


Supplemental disclosures:
Cash paid during the period for:
Interest, net of capitalized interest	$	7,211			$	7,904
Income taxes, net of refunds		5,907				8,393

Acquisitions:
Fair value of assets acquired, net of cash	$	—			$	1,104
Liabilities assumed		—				(42	)
Goodwill		—				778

Net cash paid for acquisitions	$	—			$	1,840

\n\n\n\n

\n\n

Information by regional segment for the three months ended October 31, 2010 and 2009 is as follows:\n

\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n


															Corporate
															and
(in thousands)	Americas			Europe			Asia-Pacific		Total Region		Eliminations			Total
SALES TO EXTERNAL CUSTOMERS
Three months ended:
October 31, 2010	$	145,988			$	92,050		$	91,550		$	329,588				—		$	329,588
October 31, 2009	$	136,239			$	94,335		$	87,912		$	318,486				—		$	318,486

SALES GROWTH INFORMATION
Three months ended October 31, 2010:
Base		4.3	%			0.7	%		-0.3	%		2.0	%			—			2.0	%
Currency		0.7	%			-6.9	%		4.4	%		-0.5	%			—			-0.5	%
Acquisitions		2.2	%			3.8	%		0.0	%		2.0	%			—			2.0	%

Total		7.2	%			-2.4	%		4.1	%		3.5	%			—			3.5	%

Three months ended October 31, 2009:
Base		-15.2	%			-12.3	%		-20.4	%		-15.9	%			—			-15.9	%
Currency		-0.1	%			-0.7	%		0.9	%		0.0	%			—			0.0	%
Acquisitions		0.0	%			0.2	%		0.0	%		0.1	%			—			0.1	%

Total		-15.3	%			-12.8	%		-19.5	%		-15.8	%			—			-15.8	%

SEGMENT PROFIT (LOSS)
Three months ended:
October 31, 2010	$	39,359			$	24,061		$	16,829		$	80,249			$	(3,436	)	$	76,813
October 31, 2009	$	32,801			$	24,862		$	15,127		$	72,790			$	(2,920	)	$	69,870
Percentage increase (decrease)		20.0	%			-3.2	%		11.3	%		10.2	%			17.7	%		9.9	%

\n\n\n

NET INCOME RECONCILIATION (in thousands)\n

\n\n


	Three months ended:
	October 31,			October 31,
	2010			2009
Total profit for reportable segments	$	80,249			$	72,790
Corporate and eliminations		(3,436	)			(2,920	)
Unallocated amounts:
Administrative costs		(31,569	)			(30,712	)
Restructuring charges		(3,641	)			(3,601	)
Investment and other income		290				48
Interest expense		(5,687	)			(5,162	)

Income before income taxes		36,206				30,443
Income taxes		(9,925	)			(8,775	)

Net income	$	26,281			$	21,668

\n\n

\n\n\n

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
\n(in thousands)\n


	Fiscal 2011
	Q1		Q2			Q3		Q4	Total
EBITDA (1)
Net income	$	26,281									$	26,281
Interest expense		5,687										5,687
Income taxes		9,925										9,925
Depreciation and amortization		12,594										12,594


EBITDA (non-GAAP measure)	$	54,487		$	—		$	—	$	—	$	54,487

\n\n


	Fiscal 2010
	Q1		Q2			Q3		Q4	Total
EBITDA (1)
Net income	$	21,668		$	15,001		$	23,695	$	21,592	$	81,956
Interest expense		5,162			5,163			5,147		5,750		21,222
Income taxes		8,775			4,842			7,193		6,636		27,446
Depreciation and amortization		13,817			13,549			12,910		12,746		53,022


EBITDA (non-GAAP measure)	$	49,422		$	38,555		$	48,945	$	46,724	$	183,646

\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n


(1)		Brady is presenting EBITDA because it is used by many of our investors and lenders, and is\npresented as a convenience to them. EBITDA represents net income before interest expense,\nincome taxes and depreciation and amortization. EBITDA is not a calculation based on\ngenerally accepted accounting principles (GAAP). The amounts included in the EBITDA\ncalculation, however, are derived from amounts included in the Condensed Consolidated\nStatements of Income data. EBITDA should not be considered as an alternative to net income or\noperating income as an indicator of the company’s operating performance, or as an alternative\nto operating cash flows as a measure of liquidity. The EBITDA measure presented may not\nalways be comparable to similarly titled measures reported by other companies due to\ndifferences in the components of the calculation.

\n\n\n\n\n

\n\n


	BRADY CORPORATION \n
Date: November 23, 2010 \n	\n
	/s/ THOMAS J. FELMER\n
	Thomas J. Felmer
	Senior Vice President & \nChief Financial Officer


EXHIBIT
NUMBER		DESCRIPTION

	3.2		Bylaws of Brady Corporation, as amended.

	99.1		Press Release of Brady Corporation, dated November 18, 2010, relating to first quarter\nfiscal 2011 financial results.