Form 8-K

BRADY CORPORATION

Date: February 16, 2012

/s/ Thomas J. Felmer

Thomas J. Felmer

Senior Vice President & Chief Financial Officer

{"links":{"self":"https://clientapi.gcs-web.com/data/33381f6d-8eaa-46ae-8c63-71b3672717c2/filings/16116/html"},"meta":{"executionDate":"2026-07-16T12:50:42","cmsDomain":"https://bradyid.gcs-web.com"},"data":"\nForm 8-K\n\n \n\n

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K\n

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934\n

Date of Report (Date of earliest event reported): February 14, 2012

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

BRADY CORPORATION

(Exact name of registrant as specified in its charter)

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

Wisconsin

1-14959

39-0971239

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

6555 West Good Hope Road

Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

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

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant\nunder any of the following provisions (see General Instruction A.2. below):

\n\n\n\n

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

\n\n\n\n

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

\n\n\n\n

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

\n\n\n\n

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

\n\n

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 16, 2012, Brady Corporation (the “Corporation”) issued a press release announcing its fiscal 2012 second\nquarter financial results. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein by reference.

Item 2.06 MATERIAL IMPAIRMENTS

On February 14, 2012, the Corporation\nconcluded that under generally accepted accounting principles a material charge of approximately $116 million for impairment of goodwill related to the Corporation’s North/South Asia reporting unit will be recorded in the Corporation’s\nsecond fiscal quarter ended January 31, 2012. Management, in consultation with the Audit Committee of the Board of Directors of the Corporation, concluded that this charge is appropriate due to a recent decline in operating results and\nfinancial forecasts within this reporting unit. Operating results and financial forecasts in the North/South Asia reporting unit have been impacted by reduced sales volumes to one of the Company’s major mobile handset customers due to shifts in\nend market shares and compressed gross profit margins caused primarily by increased competition in the mobile handset industry. The impact of the reduced sales volume has been offset by additional opportunities within the mobile handset market, but\nat a reduced gross margin percentage. Management believes that these events are not temporary and that gross margins in the mobile handset market are not likely to improve materially in the near term.

This non-cash impairment charge does not impact the Company’s future cash flow, liquidity, or compliance with debt covenants in its\nvarious agreements.

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

On February 15, 2012, the Corporation’s Board of Directors approved an amendment to the Corporation’s Bylaws.\nSection 3.02 of Article III of the Bylaws was amended to extend the mandatory retirement age for Directors from 70 to 72. The Bylaws, as amended, became effective immediately upon approval by the Board of Directors. The foregoing description of\nthe Bylaws, as amended, is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

Item 7.01 REGULATION FD DISCLOSURE

On February 16, 2012, the\nCorporation hosted a conference call related to its fiscal 2012 second quarter financial results. A copy of the slides referenced in the conference call, which is also posted on the Corporation’s website, is being furnished to the Securities\nand Exchange Commission as Exhibit 99.2 attached hereto and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND\nEXHIBITS

(d) Exhibits

The\nfollowing are filed as Exhibits to this report.

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


Exhibit No.		Description of Exhibit

3.2		Bylaws of Brady Corporation, as amended February 15, 2012

99.1		Press Release of Brady Corporation, dated February 16, 2012, relating to second quarter fiscal 2012 financial results.

99.2		Informational slides provided by Brady Corporation, dated February 16, 2012, relating to second quarter fiscal 2012 financial results.

\n\n

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

\n\n

EXHIBIT INDEX

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


EXHIBIT NUMBER		DESCRIPTION

3.02		Bylaws of Brady Corporation, as amended February 15, 2012

99.1		Press Release of Brady Corporation, dated February 16, 2012, relating to second quarter fiscal 2012 financial results.

99.2		Informational slides provided by Brady Corporation, dated February 16, 2012, relating to second quarter fiscal 2012 financial results.

\n\n

\nExhibit 3.02\n\n \n\n

EXHIBIT 3.02

BY-LAWS

BRADY CORPORATION

(formerly W. H. Brady Co.)

As\nAmended February 15, 2012

\n\n

ARTICLE I. OFFICES

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

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

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting. The annual meeting of the shareholders shall be held on the third Wednesday of November each\nyear at 9:00 a.m., or at such other time and date within 30 days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as\nmay come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day\ndesignated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as\nconveniently may be.

2.02 Special Meeting. Special meetings of the shareholders for any purpose or\npurposes unless otherwise prescribed by statute, may be called by the Chairman of the Board or the President or the Board of Directors or by the person designated in the written request of the holders of not less than one-tenth of all shares of the\ncorporation entitled to vote at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by Section 2.04 of these By-Laws.

2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of\nWisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled

\n\n\n

\n\n

\nto vote at a meeting may designate any place, whether within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be\notherwise called, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any place designated by vote or a majority of the shares represented\nthereat.

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

2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to\nnotice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may\nprovide that the stock transfer books shall be closed for a stated period, but not to exceed 50 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of\nshareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of\nshareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders is to be taken. If the\nstock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, 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 Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a\ndetermination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing\nof the stock transfer books and the stated period of closing has expired.

\n\n\n

\n\n

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

2.07 Quorum. Except as otherwise provided in the articles of\nincorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the\nmeeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by the Wisconsin Business Corporation Law or the articles of incorporation. If less than a\nquorum is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted\nwhich might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than\na quorum.

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 call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary shall act as secretary of all meetings of\nthe shareholders, but, in the absence of the secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

\n\n\n

\n\n

2.09 Proxies. At all meetings of shareholders, a shareholder\nentitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary before or at the time of the meeting. Unless otherwise provided in the\nproxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The\npresence of a shareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the\npower and authority to make rules as to the validity and sufficiency of proxies.

2.10 Voting of Shares.\nEach outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the\narticles of incorporation.

2.11 Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in the name of another corporation may be voted either in person or by\nproxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to\nact, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or the by-laws of such other corporation.

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

\n\n\n

\n\n

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

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

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

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

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

\n\n\n

\n\n

ARTICLE III. BOARD OF DIRECTORS

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

3.02 Tenure and Qualifications. Each director shall hold office until the next annual meeting of\nshareholders and until his successor shall have been elected, or until his prior death, resignation or removal. Any director or the entire Board of Directors may be removed from office, with or without cause, by affirmative vote of a majority of the\noutstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors\nneed not be residents of the State of Wisconsin or shareholders of the corporation. No director shall be eligible to be elected or re-elected a director after he attains age 72. A director in office when he attains age 72 shall be eligible to be\nelected an advisory director from year to year for a maximum period of three years. Advisory directors shall be entitled to all the rights and privileges of a director, except the right to vote and shall be paid such fees and compensation as shall\nbe fixed by the Board of Directors from time to time.

3.03 Regular Meetings. A regular meeting\nof the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of\nshareholders that precedes it or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding\nof additional regular meetings without other notice than such resolution.

3.04 Special Meetings.\nSpecial meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Lead Independent Director, the President, or any two directors. The persons calling any special meeting of the Board of Directors may\nfix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the\ncorporation in the State of Wisconsin.

\n\n\n

\n\n

3.05 Meetings By Telephone or Other Communication Technology.\n

(a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the\nBoard of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all\ncommunication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

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

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

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

\n\n\n

\n\n

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

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

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

3.11 Compensation. The Board of Directors, by affirmative vote of\na majority of the directors then in office and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, and the manner\nand time and payment thereof, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions,\ndisability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the\ncorporation.

3.12 Presumption of Assent. A director who is present at a meeting of the Board of\nDirectors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall\nfile his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of\nthe meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

\n\n\n

\n\n

3.13 Committees. The Board of Directors by resolution adopted by the\naffirmative vote of a majority of the number of directors as provided in Section 3.01 may designate one or more committees, each committee to consist of one or more directors elected by the Board of Directors, which, to the extent provided in\nsaid resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise when 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) approve or recommend for approval to shareholders for approval any action or matter that the Wisconsin Business Corporation Law requires be approved by\nshareholders; or (b) adopt, amend or repeal By-Laws. A majority of the members of a committee shall constitute a quorum. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the\nplace of any absent member or members at any meeting of such committee upon request by the President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make\nsuch reports to the Board of Directors of its activities as the Board of Directors may request.

ARTICLE IV. OFFICERS\n

4.01 Number. The principal officers shall be a President, one or more Vice-Presidents (the number\nand designations to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect a Chief Executive Officer and may designate one of the Vice\nPresidents as the Executive Vice President. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or the President. Any two or more offices may be held by the same person.\n

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

\n\n\n\n

\n\n

4.03 Removal. Any officer or agent may be removed by the Board of\nDirectors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create\ncontract rights.

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

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

4.06 President. The President shall be the\nprincipal executive officer and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, in the absence of the Chairman, preside at all meetings of the\nshareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers,\nduties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages,\nbonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of\nDirectors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In\ngeneral he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

\n\n\n\n

\n\n

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

4.08 Vice Presidents. In the absence of the President and the Executive Vice President, or in the event of his\ndeath, inability or refusal to act, or in the event for any reason it shall be impracticable for them to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the\nBoard of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any\nVice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or\nby the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

4.09 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the\nBoard of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal\nof the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office\naddress of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by\nresolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties 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 Directors.

\n\n\n\n

\n\n

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

4.11 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors or President from time to time authorize.\nThe Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Secretaries and Assistant\nTreasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.12 Other Assistants and Acting Officers. The Board of Directors and the President shall have the power to\nappoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or\nacting officers or other agent so appointed by the Board of Directors or President shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such\npower may be otherwise defined or restricted by the Board of Directors or President.

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

ARTICLE V. CONTRACTS, LOANS, CHECKS

AND DEPOSITS. SPECIAL CORPORATE ACTS

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the\ncorporation, and such authorization may be general or confined to specific instances. No contract or other transaction between the corporation and one or more of its

\n\n\n\n

\n\n

\ndirectors or any other corporation, firm, association, or entity in which one or more of its directors 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 meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their\nvotes are counted for such purpose, if 1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for\nthe purpose without counting the votes or consents of such interested directors; or 2) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or\ntransaction by vote or written consent.; or 3) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a\ncommittee thereof which authorizes, approves or ratifies such contract or transaction.

5.02 Loans. No\nindebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such\nauthorization may be general or confined to specific instances.

5.03 Checks, Drafts, etc. All checks,\ndrafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer(s), employee(s) or agents of the corporation and in such manner as shall from time to\ntime be determined by or under the authority of a resolution of the Board of Directors.

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

5.05 Voting of Securities Owned by this Corporation. Subject always to the\nspecific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the\nPresident of this corporation if he be present, or in his absence by any Vice President of this corporation who may be present, and (b) whenever. in the judgment of the President, or in his absence, of any Vice President, it is desirable for\nthis

\n\n\n\n

\n\n

\ncorporation to execute a proxy or written consent in respect to any shares or other securities issued 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 corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another\nofficer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this\ncorporation the same as such shares or other securities might be voted by this corporation.

ARTICLE VI. CERTIFICATES FOR\nSHARES AND THEIR TRANSFER

6.01 Certificated and Uncertificated Shares. Shares of the\ncorporation’s stock may be certificated or uncertificated as provided under Wisconsin law. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such\ncertificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the\nshares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new\ncertificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.05.

6.02 Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile.\nThe signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or\nan employee of the corporation.

6.03 Signature by Former Officers. In case any officer who has signed\nor whose facsimile signature has been placed upon any certificate for shares and who shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the\ndate of its issue.

\n\n\n\n

\n\n

6.04 Transfer of Shares. Transfers of stock shall be made on the\nbooks of the corporation only by the record holder of such stock, or by attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, upon surrender of the certificate. All certificates surrendered to the\ncorporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have 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 established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the shareholder, the corporation may\ntreat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. The corporation may require reasonable assurance that all\ntransfer endorsements are genuine and effective and in compliance with all regulations prescribed by or under the authority of the Board of Directors.

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

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

ARTICLE VII. WAIVER OF NOTICE

7.01 Written Waiver. Whenever any notice whatever is required to be given under the provisions of the Wisconsin Business Corporation Law or under the provisions of the Articles of Incorporation or\nBy-Laws, a waiver thereof in writing signed at any time, whether before or after the time of the meeting, by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice. Such waiver by a shareholder in\nrespect of any matter of which notice is required under any provision of The Wisconsin Business Corporation Law shall contain the same information as would have been required to be included in such notice under any applicable provisions of said law,\nexcept that the time and place of meeting need not be stated.

\n\n\n\n

\n\n

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

(a) Lack of notice\nor defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

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

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

ARTICLE VIII.

UNANIMOUS CONSENT WITHOUT A MEETING

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

ARTICLE IX.

INDEMNIFICATION

9.01 Extent of Indemnification. The company shall indemnify any person who was or is threatened to be made a party\nto any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except such as relate to personal injury or death as provided in Section 9.02), by reason of the fact that he\nis or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses\n(including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the Wisconsin\nBusiness Corporation Law.

\n\n\n\n

\n\n

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

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

ARTICLE X.

SEAL

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

\n\n\n\n

\n\n

ARTICLE XI

AMENDMENTS

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

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 directors present at any meeting at which a quorum is in attendance, but no by-law adopted by the shareholders shall be amended or repealed by the Board of\nDirectors if the by-law so adopted so provides.

11.03 Implied Amendments. Any action taken or\nauthorized by the shareholders or Board of Directors, which would be inconsistent with the By-laws then in effect, but is taken or authorized by a vote that would be sufficient to amend the By-laws so that the By-laws would be consistent with such\naction, shall be given the same effect as though the By-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

\n\n\n\n

\nExhibit 99.1\n\n \n\n

EXHIBIT 99.1

For More Information:

Investor contact: Aaron Pearce 414-438-6895

Media contact: Carole Herbstreit 414-438-6882

Brady\nCorporation Reports Fiscal 2012 Second Quarter Results and Non-Cash Goodwill Impairment:

MILWAUKEE (February 16, 2012)—Brady Corporation\n(NYSE: BRC) (“Brady” or “Company”), a world leader in identification solutions, today reported its financial results for the fiscal 2012 second quarter ended January 31, 2012.

Quarter Ended January 31, 2012 Results:

Sales for the fiscal 2012 second quarter were down 2.6 percent to $320.6 million compared to $329.0 million in the second quarter of fiscal 2011. Organic sales declined by 1.8 percent, divestitures, net of\nacquisitions reduced sales by 0.4 percent, and the impact of foreign currency translation decreased sales by 0.4 percent. By segment, organic sales increased 2.9 percent in the Americas, declined 5.7 percent in Europe, and declined 4.4 percent in\nthe Asia-Pacific region.

During the second quarter ended January 31, 2012, the Company recorded a non-cash impairment charge of\n$115.7 million for the write down of goodwill in the Asia-Pacific region. Operating results and financial forecasts in the Asia-Pacific region have been impacted by reduced sales volumes to one of the Company’s major mobile handset customers\ndue to shifts in end market shares and compressed gross profit margins caused primarily by increased competition in the mobile handset industry. This non-cash impairment charge does not impact the Company’s future cash flow, profitability,\nliquidity, or compliance with debt covenants in its various credit agreements.

Net income (loss) in the fiscal 2012 second quarter was\n$(90.0) million compared to $24.2 million in the same quarter last year. Excluding the impact of the non-cash goodwill impairment charge outlined above and prior year restructuring charges, net income for the quarter ended January 31, 2012 was\nflat at $25.7 million.

Earnings (loss) per diluted Class A Common Share in the fiscal 2012 second quarter were $(1.72) compared to\n$0.46 in the same quarter last year. Excluding the impact of the non-cash goodwill impairment charge and prior year restructuring charges, earnings per diluted Class A Common Share were up 2.1 percent to $0.49 for the quarter ended\nJanuary 31, 2012 compared to $0.48 in the same period in fiscal 2011.

Six Months Ended January 31, 2012 Results:

Sales for the six-month period ended January 31, 2012 were up 1.7 percent to $670.1 million compared to $658.6 million in the same period last\nyear.

Net income (loss) for the six months ended January 31, 2012 was $(57.2) million compared to $50.5 million in the same period\nin fiscal 2011. Excluding the impact of the non-cash goodwill impairment charge and prior year restructuring charges, net income for the six months ended January 31, 2012 was up 7.1 percent to $58.5 million compared to $54.6 million in the same\nperiod in fiscal 2011.

\n\n

Earnings (loss) per diluted Class A Common Share were $(1.09) for the six-month period ended\nJanuary 31, 2012 compared to $0.95 in the same period of fiscal 2011. Excluding the impact of the non-cash goodwill impairment charge and prior year restructuring charges, earnings per diluted Class A Common Share for the six months ended\nJanuary 31, 2012 were up 8.7 percent to $1.12 compared to $1.03 in the same period in fiscal 2011.

Commentary and Guidance:\n

“Today we announced an impairment charge related to our Asian business. As discussed earlier, reduced sales to our largest\ncustomer and increasing competitive pressures have led to this action. This month we began the process of splitting our Asia business into two dedicated teams—one team to focus on our die-cut business and the other team to focus on our MRO and\nidentification businesses. This change should help increase our focus on both businesses as we work to accelerate the growth of our MRO business and improve growth and profitability of our die-cut business,” said Brady’s President and\nChief Executive Officer, Frank M. Jaehnert.

“We are encouraged by the continued recovery of the American economy and the strong\nprofitability of our business in the Americas, but remain concerned with the European economy. Our focus going forward will be on expanding our business in emerging economies and higher growth vertical markets, moving to more digital business models\nand continuing to introduce innovative new products,” continued Jaehnert.

“Our second quarter was challenging as we had\ndifficult comparables combined with certain headwinds this year, including the flooding in Thailand. Even with these challenges, we were able to increase net income as a percent of sales, excluding the goodwill impairment charge and we finished with\na cash balance of $380 million at January 31, 2012,” said Brady Chief Financial Officer, Thomas J. Felmer. “The non-cash goodwill impairment charge does not change our commitment to investing in core growth opportunities, paying\ndividends, and growing through acquisition. Given the uncertainties surrounding the European economy, the compressed margins in the mobile handset industry, and the depreciation of certain foreign currencies versus the U.S. dollar, we have modified\nour full year fiscal 2012 guidance for earnings per diluted Class A Common Share, exclusive of after-tax restructuring charges and the Asia goodwill impairment outlined above to between $2.20 and $2.40 from our previous guidance of between\n$2.30 and $2.50. Our guidance includes low single-digit organic sales growth in the Americas and Asia and approximately flat organic sales in Europe.”

A webcast regarding Brady’s fiscal 2012 second quarter financial results will be available at www.bradycorp.com beginning at 9:30 a.m. Central Time today.

Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect premises, products and people.\nBrady’s products help customers increase safety, security, productivity and performance and include high-performance labels and signs, safety devices, printing systems and software, and precision die-cut materials. Founded in 1914, the company\nhas millions of customers in electronics, telecommunications, manufacturing, electrical, construction, education, medical and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and as of July 31, 2011 employed\n

\n\n

\napproximately 6,500 people at operations in the Americas, Europe and Asia-Pacific. Brady’s fiscal 2011 sales were approximately $1.34 billion. Brady stock trades on the New York Stock\nExchange under the symbol BRC. More information is available on the Internet at www.bradycorp.com.

###

Brady believes that certain statements in this news release are “forward-looking statements” within the meaning of the Private Securities Litigation\nReform Act of 1995. All statements related to future, not past, events included in this news release, including, without limitation, statements regarding 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 for future operations are forward-looking statements. When used in this news release, words such as “may,” “will,”\n“expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or similar terminology are generally intended to identify forward-looking\nstatements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions and other factors, some of which are beyond Brady’s control, that could cause actual\nresults to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from the length or severity of the current worldwide economic downturn or timing or strength of a subsequent recovery;\nfuture financial performance of major markets Brady serves, which include, without limitation, telecommunications, manufacturing, electrical, construction, laboratory, education, governmental, public utility, computer, transportation; difficulties\nin making and integrating acquisitions; risks associated with newly acquired businesses; Brady’s ability to develop and successfully market new products; changes in the supply of, or price for, parts and components; increased price pressure\nfrom suppliers and customers; fluctuations in currency rates versus the US dollar; unforeseen tax consequences; potential write-offs of Brady’s substantial intangible assets; Brady’s ability to retain significant contracts and customers;\nrisks associated with international operations; Brady’s ability to maintain compliance with its debt covenants; technology changes; business interruptions due to implementing business systems; environmental, health and safety compliance costs\nand liabilities; future competition; interruptions to sources of supply; Brady’s ability to realize cost savings from operating initiatives; difficulties associated with exports; risks associated with restructuring plans; risks associated with\nobtaining governmental approvals and maintaining regulatory compliance; and numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature contained from time to\ntime in Brady’s U.S. Securities and Exchange Commission filings, including, but not limited to, those factors listed in the “Risk Factors” section located in Item 1A of Part I of Brady’s Form 10-K for the year ended\nJuly 31, 2011. These uncertainties may cause Brady’s actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements.

\n\n

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands, Except Per Share Amounts)

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

		September 30,				September 30,		September 30,			September 30,				September 30,		September 30,
	(Unaudited)
	Three Months Ended January 31,			Six Months Ended January 31,
	2012			2011			Percentage Change	2012		2011			Percentage Change
Net sales	$	320,584			$	329,009		-2.6	%	$	670,092			$	658,597		1.7	%
Cost of products sold		167,279				169,999		-1.6	%		348,956				335,075		4.1	%

Gross margin		153,305				159,010		-3.6	%		321,136				323,522		-0.7	%

Operating expenses:
Research and development		9,972				11,732		-15.0	%		19,781				21,676		-8.7	%
Selling, general and administrative		104,843				108,064		-3.0	%		213,775				217,388		-1.7	%
Restructuring charges		—				2,134		-100.0	%		—				5,775		-100.0	%
Impairment charge		115,688				—		100.0	%		115,688				—		100.0	%


Total operating expenses		230,503				121,930		89.0	%		349,244				244,839		42.6	%

Operating (loss) income		(77,198	)			37,080		-308.2	%		(28,108	)			78,683		-135.7	%

Other income and (expense):
Investment and other income		812				1,174		-30.8	%		610				1,464		-58.3	%
Interest expense		(4,933	)			(5,850	)	-15.7	%		(9,980	)			(11,537	)	-13.5	%


(Loss) income before income taxes		(81,319	)			32,404		-351.0	%		(37,478	)			68,610		-154.6	%

Income taxes		8,635				8,205		5.2	%		19,744				18,130		8.9	%


Net (loss) income	$	(89,954	)		$	24,199		-471.7	%	$	(57,222	)		$	50,480		-213.4	%


Per Class A Nonvoting Common Share:
Basic net (loss) income	$	(1.72	)		$	0.46		-473.9	%	$	(1.09	)		$	0.96		-213.5	%
Diluted net (loss) income	$	(1.72	)		$	0.46		-473.9	%	$	(1.09	)		$	0.95		-214.7	%
Dividends	$	0.185			$	0.18		2.8	%	$	0.37			$	0.36		2.8	%

Per Class B Voting Common Share:
Basic net (loss) income	$	(1.72	)		$	0.46		-473.9	%	$	(1.11	)		$	0.94		-218.1	%
Diluted net (loss) income	$	(1.72	)		$	0.46		-473.9	%	$	(1.11	)		$	0.94		-218.1	%
Dividends	$	0.185			$	0.18		2.8	%	$	0.35			$	0.34		2.9	%

Weighted average common shares outstanding (in thousands):
Basic		52,447				52,593					52,552				52,521
Diluted		52,447				53,053					52,552				52,932

\n\n

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

		September 30,				September 30,
	(Unaudited)
	January 31, 2012			July 31, 2011
ASSETS

Current assets:
Cash and cash equivalents	$	380,331			$	389,971
Accounts receivable—net		215,929				228,483
Inventories:
Finished products		67,867				62,152
Work-in-process		16,343				14,550
Raw materials and supplies		27,905				27,484

Total inventories		112,115				104,186
Prepaid expenses and other current assets		39,316				35,647


Total current assets		747,691				758,287

Other assets:
Goodwill		666,907				800,343
Other intangible assets		79,090				89,961
Deferred income taxes		51,124				53,755
Other		19,205				19,244

Property, plant and equipment:
Cost:
Land		6,132				6,406
Buildings and improvements		101,452				104,644
Machinery and equipment		302,568				305,557
Construction in progress		14,418				11,226

		424,570				427,833

Less accumulated depreciation		292,426				287,918


Property, plant and equipment—net		132,144				139,915


Total	$	1,696,161			$	1,861,505


LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:
Accounts payable	$	81,140			$	98,847
Wages and amounts withheld from employees		41,926				69,798
Taxes, other than income taxes		7,925				7,612
Accrued income taxes		16,599				9,954
Other current liabilities		51,744				54,406
Current maturities on long-term debt		61,264				61,264


Total current liabilities		260,598				301,881

Long-term obligations, less current maturities		323,071				331,914

Other liabilities		65,550				71,518


Total liabilities		649,219				705,313

Stockholders' investment:
Common stock:
Class A nonvoting common stock—Issued 51,261,487 and 51,261,487 shares, respectively and outstanding 48,927,002 and 49,284,252 shares,\nrespectively		513				513
Class B voting common stock—Issued and outstanding, 3,538,628 shares		35				35
Additional paid-in capital		311,677				307,527
Earnings retained in the business		712,425				789,100
Treasury stock—2,024,485 and 1,667,235 shares, respectively of Class A nonvoting common stock, at cost		(58,869	)			(50,017	)
Accumulated other comprehensive income		85,259				113,898
Other		(4,098	)			(4,864	)


Total stockholders’ investment		1,046,942				1,156,192


Total	$	1,696,161			$	1,861,505

\n\n

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

		September 30,				September 30,
	(Unaudited)
	Six Months Ended
	January 31,
	2012			2011
Operating activities:
Net (loss) income	$	(57,222	)		$	50,480
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,176				25,502
Non-cash portion of restructuring charges		—				1,714
Non-cash portion of stock-based compensation expense		5,506				6,869
Impairment charge		115,688				—
Gain on divestiture of business		—				(4,394	)
Deferred income taxes		(4,831	)			(4,926	)
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
Accounts receivable		6,029				(11,938	)
Inventories		(11,814	)			(879	)
Prepaid expenses and other assets		(5,155	)			2,384
Accounts payable and accrued liabilities		(36,297	)			(13,792	)
Income taxes		9,221				6,589

Net cash provided by operating activities		43,301				57,609

Investing activities:
Purchases of property, plant and equipment		(11,100	)			(9,045	)
Payments of contingent consideration		(2,580	)			(979	)
Settlement of net investment hedges		(797	)			—
Acquisition of business, net of cash acquired		—				(7,970	)
Divestiture of business, net of cash retained in business		—				12,979
Other		(128	)			(494	)

Net cash used in investing activities		(14,605	)			(5,509	)

Financing activities:
Payment of dividends		(19,452	)			(18,954	)
Proceeds from issuance of common stock		2,301				4,909
Purchase of treasury stock		(12,309	)			—
Income tax benefit from the exercise of stock options and deferred compensation distribution, and other		566				359

Net cash used in financing activities		(28,894	)			(13,686	)

Effect of exchange rate changes on cash		(9,442	)			9,048

Net (decrease) increase in cash and cash equivalents		(9,640	)			47,462
Cash and cash equivalents, beginning of period		389,971				314,840


Cash and cash equivalents, end of period	$	380,331			$	362,302


Supplemental disclosures:
Cash paid during the period for:
Interest, net of capitalized interest	$	9,521			$	9,138
Income taxes, net of refunds		16,189				17,398
Acquisitions:
Fair value of assets acquired, net of cash	$	—			$	4,624
Liabilities assumed		—				(1,446	)
Goodwill		—				4,792

Net cash paid for acquisitions	$	—			$	7,970

\n\n

Information by regional segment for the three and six months ended January 31, 2012 and 2011 is as follows:\n

		September 30,				September 30,			September 30,			September 30,				September 30,			September 30,
(in thousands)	Americas			Europe			Asia- Pacific		Total Region		Corporate and Eliminations			Total
SALES TO EXTERNAL CUSTOMERS
Three months ended:
January 31, 2012	$	138,406			$	95,593		$	86,586		$	320,585				—		$	320,585
January 31, 2011	$	136,011			$	104,041		$	88,957		$	329,009				—		$	329,009

Six months ended:
January 31, 2012	$	292,267			$	192,949		$	184,876		$	670,092				—		$	670,092
January 31, 2011	$	281,999			$	196,091		$	180,507		$	658,597				—		$	658,597

SALES INFORMATION
Three months ended January 31, 2012:
Organic		2.9	%			-5.7	%		-4.4	%		-1.8	%			—			-1.8	%
Currency		-0.7	%			-1.5	%		1.7	%		-0.4	%			—			-0.4	%
Acquisitions/Divestitures		-0.4	%			-0.9	%		0.0	%		-0.4	%			—			-0.4	%
Total		1.8	%			-8.1	%		-2.7	%		-2.6	%			—			-2.6	%

Six months ended January 31, 2012:
Organic		4.4	%			-1.3	%		-2.3	%		0.9	%			—			0.9	%
Currency		-0.2	%			1.0	%		3.6	%		1.1	%			—			1.1	%
Acquisitions/Divestitures		-0.5	%			-1.3	%		1.1	%		-0.3	%			—			-0.3	%
Total		3.7	%			-1.6	%		2.4	%		1.7	%			—			1.7	%

SEGMENT PROFIT
Three months ended:
January 31, 2012	$	35,798			$	26,562		$	7,733		$	70,093			$	(2,359	)	$	67,734
January 31, 2011	$	31,015			$	29,165		$	11,524		$	71,704			$	(5,088	)	$	66,616
Percentage change		15.4	%			-8.9	%		-32.9	%		-2.2	%						1.7	%

Six months ended:
January 31, 2012	$	79,028			$	52,861		$	21,037		$	152,926			$	(5,622	)	$	147,304
January 31, 2011	$	70,374			$	53,226		$	28,353		$	151,953			$	(8,525	)	$	143,428
Percentage change		12.3	%			-0.7	%		-25.8	%		0.6	%						2.7	%

NET INCOME RECONCILIATION (in thousands)

		September 30,				September 30,			September 30,			September 30,
	Three months ended:			Six months ended:
	January 31, 2012			January 31, 2011			January 31, 2012		January 31, 2011
Total profit for reportable segments	$	70,093			$	71,704		$	152,926		$	151,953
Corporate and eliminations		(2,359	)			(5,088	)		(5,622	)		(8,525	)
Unallocated amounts:
Administrative costs		(29,244	)			(27,402	)		(59,724	)		(58,970	)
Restructuring charges		—				(2,134	)		—			(5,775	)
Impairment charge		(115,688	)			—			(115,688	)		—
Investment and other income		812				1,174			610			1,464
Interest expense		(4,933	)			(5,850	)		(9,980	)		(11,537	)
(Loss) income before income taxes		(81,319	)			32,404			(37,478	)		68,610
Income taxes		(8,635	)			(8,205	)		(19,744	)		(18,130	)

Net (loss) income	$	(89,954	)		$	24,199		$	(57,222	)	$	50,480

\n\n

NON-GAAP MEASURES

(in thousands)

In accordance with the U.S. Securities and Exchange Commission’s Regulation G, the following\nprovides definitions of the non-GAAP measures used in the earnings release and the reconciliation to the most closely related GAAP measure.

EBITDA:\n

Brady is presenting EBITDA because it is used by many of our investors and lenders, and is presented as a convenience to them. EBITDA represents\nnet income before interest expense, income taxes, depreciation and amortization and non-cash impairment charges. EBITDA is not a calculation based on generally accepted accounting principles (“GAAP”). The amounts included in the EBITDA\ncalculation, however, are derived from amounts included in the Condensed Consolidated Statements of Income data. EBITDA should not be considered as an alternative to net income or operating income as an indicator of the Company’s operating\nperformance, or as an alternative to operating cash flows as a measure of liquidity. The EBITDA measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the\ncalculation.

		September 30,			September 30,			September 30,		September 30,		September 30,
	Fiscal 2012
	Q1		Q2			Q3		Q4	Total
EBITDA:
Net (loss) income	$	32,732		$	(89,954	)					$	(57,222	)
Interest expense		5,047			4,933							9,980
Income taxes		11,109			8,635							19,744
Depreciation and amortization		11,241			10,935							22,176
Impairment charge		—			115,688							115,688


EBITDA (non-GAAP measure)	$	60,129		$	50,237		$	—	$	—	$	110,366


	Fiscal 2011
	Q1		Q2			Q3		Q4	Total
EBITDA:
Net income	$	26,281		$	24,199		$	28,589	$	29,583	$	108,652
Interest expense		5,687			5,850			5,103		5,484		22,124
Income taxes		9,925			8,205			8,607		8,669		35,406
Depreciation and amortization		12,594			12,908			12,020		11,305		48,827


EBITDA (non-GAAP measure)	$	54,487		$	51,162		$	54,319	$	55,041	$	215,009

\n\n

Diluted Earnings Per Share Excluding Impairment and Restructuring Charges:

This is a measure of the Company’s diluted net earnings per share excluding the current year Asia non-cash goodwill impairment charge and prior year\nrestructuring charges. We do not view these items to be part of our sustainable results. We believe this earnings per share measure provides an important perspective of underlying business trends and results and provides a more comparable measure of\nyear-on-year earnings per share growth. The table below provides a reconciliation of diluted net earnings per share to diluted earnings per share excluding the impairment and restructuring charges:

		September 30,				September 30,			September 30,			September 30,
	Three Months Ended January 31,			Six Months Ended January 31,
	2012			2011			2012		2011
Diluted (Loss) Earnings per Share	$	(1.72	)		$	0.46		$	(1.09	)	$	0.95
Non-Cash Goodwill Impairment		2.21				—			2.21			—
Restructuring Charges		—				0.02			—			0.08

Diluted Earnings per Share Excluding Impairment and Restructuring Charges	$	0.49			$	0.48		$	1.12		$	1.03

Net Income Excluding Impairment and Restructuring Charges:

This is a measure of the Company’s net income excluding the current year Asia non-cash goodwill impairment charge and prior year restructuring charges. We do not view these items to be part of our sustainable\nresults. We believe this net income measure provides an important perspective of underlying business trends and results and provides a more comparable measure of year-on-year net income growth. The table below provides a reconciliation of net income\nto net income excluding the impairment charge and restructuring charges:

		September 30,				September 30,			September 30,			September 30,
	Three Months Ended January 31,			Six Months Ended January 31,
	2012			2011			2012		2011
Net (Loss) Income	$	(89,954	)		$	24,199		$	(57,222	)	$	50,480
Non-Cash Goodwill Impairment		115,688				—			115,688			—
Restructuring Charges		—				1,537			—			4,122

Net Income Excluding Impairment and Restructuring Charges	$	25,734			$	25,736		$	58,466		$	54,602

All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying\ntransaction.

\n\n

\nExhibit 99.2\n\n \n

Exhibit 99.2

\n \n

\n\n\n

F'12 - Q2 Financial Results February 16, 2012 February 16, 2012 Brady - Fiscal 2012 q2 Financial Results

\n\n \n

\n\n\n

FORWARD-LOOKING STATEMENTS BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 2 Brady believes that certain statements in this presentation are \"forward-looking statements\" within the\nmeaning of the Private Securities Litigation Reform Act of 1995. All statements related to future, not past, events included in this presentation, including, without limitation, statements regarding Brady's future financial position, business\nstrategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations are forward-looking statements. When used in this presentation, words such as \"may,\"\n\"will,\" \"expect,\" \"intend,\" \"estimate,\" \"anticipate,\" \"believe,\" \"should,\" \"project\" or \"plan\" or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters\nthat are, to different degrees, uncertain and are subject to risks, assumptions and other factors, some of which are beyond Brady's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking\nstatements. For Brady, uncertainties arise from the length or severity of the current worldwide economic downturn or timing or strength of a subsequent recovery; future financial performance of major markets Brady serves, which include, without\nlimitation, telecommunications, manufacturing, electrical, construction, laboratory, education, governmental, public utility, computer, transportation; difficulties in making and integrating acquisitions; risks associated with newly acquired\nbusinesses; Brady's ability to develop and successfully market new products; changes in the supply of, or price for, parts and components; increased price pressure 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 ability to retain significant contracts and customers; risks associated with international operations; Brady's ability to maintain compliance with\nits debt covenants; technology changes; business interruptions due to implementing business systems; environmental, health and safety compliance costs and liabilities; future competition; interruptions to sources of supply; Brady's ability to\nrealize cost savings from operating initiatives; difficulties associated with exports; risks associated with restructuring plans; risks associated with obtaining governmental approvals and maintaining regulatory compliance; and numerous other\nmatters of national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature contained from time to time in Brady's U.S. Securities and Exchange Commission filings, including, but not limited\nto, those factors listed in the \"Risk Factors\" section located in Item 1A of Part I of Brady's Form 10-K for the year ended July 31, 2011. These uncertainties may cause Brady's actual future results to be materially different than those expressed in\nits forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law. We refer to certain non-GAAP financial measures in this presentation. Reconciliations of these non-GAAP financial measures\nto the most directly comparable GAAP financial measures can be found within this presentation.

\n\n \n

\n\n\n

Q2 F'12 ONE-TIME ITEMS During the 2nd quarter, a non-cash goodwill impairment charge was taken in the Asia- Pacific segment. This diluted EPS impact of the non-cash\nimpairment charge, and other items are as follows: BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS Q2 F'12: 3 Q2 F'12 Q2 F'12 Comparability Items: Non-Cash Goodwill Impairment Charge $ (2.21) Impact of the Thailand Flood in Q2 (0.04) Reduced Variable\nCompensation 0.06 Total $ (2.19)

\n\n \n

\n\n\n

Q2 F'12 FINANCIAL SUMMARY Sales down 2.6% to $320.6M vs. $329.0M in Q2 of F'11. Organic Sales decline of 1.8%. Gross Profit Margin of 47.8% vs. 48.3% in Q2 of F'11. Decline\ndue to the Asia-Pacific region. SG&A Expense down 10 bps to 32.7% of sales vs. 32.8% in Q2 of F'11. Reported net income (loss) of $(90.0 million) in Q2 of F'12. Net Income, excluding impairment and restructuring charges flat at $25.7M in both\nQ2 of F'12 and Q2 of F'11. Reported diluted EPS of $(1.72) in Q2 of F'12. Diluted EPS, excluding impairment and restructuring charges up 2.1% to $0.49 vs. $0.48 in Q2 of F'11. January 31, 2012 cash balance of $380M. BRADY - FISCAL 2012 Q2 FINANCIAL\nRESULTS 4

\n\n \n

\n\n\n

F'12 GUIDANCE BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 5 Diluted EPS $2.20 - $2.40 (Excluding after-tax impairment and restructuring charges) Guidance Assumptions: Full-year\nincome tax rate in the mid-20% range.* Guidance based on current foreign currency exchange rates. Full-year capital expenditures of approximately $25 million. Full-year depreciation and amortization expense of approximately $40 - $45 million. Free\ncash flow equal to 100% - 120% of net income.* In accordance with our normal practice, our guidance does not assume any acquisitions or dispositions. Brady Corporation's practice is to only change or reconfirm guidance in a public forum. * Excludes\n$115.7M of non-cash impairment charges in Q2 of F'12.

\n\n \n

\n\n\n

SALES OVERVIEW (CHART) Organic 2% 10% 1% (0.6%) 3.5% (1.8%) BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 6 Q2 F'12 Sales Decline of 2.6%. (1.8%) Organic Sales Decline: Americas -\n2.9% organic sales growth. EMEA - (5.7%) organic sales decline. Asia-Pacific - (4.4%) organic sales decline. Americas - Driven by strong U.S. sales. EMEA - Winter-related product sales down $5M from prior year. Asia - Thai flood reduced sales by $4M\nand Chinese New Year fell in Q3 in F'11 and fell in Q2 in F'12. TOTAL COMPANY SALES - Q2 F'12: Q2 F'12 SALES DRIVERS: SALES (Millions of USD)

\n\n \n

\n\n\n

GROSS PROFIT MARGIN AND SG&A (CHART) BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 7 (CHART) GROSS PROFIT & GPM% (Millions of USD) SG&A & SG&A as % of\nSALES (Millions of USD) GPM down 50 bps to 47.8% in Q2 of F'12 versus 48.3% in Q2 of F'11. Asia GPM weakness driving down the total company GPM. GROSS PROFIT MARGIN DRIVERS: Excluding reductions in variable compensation, SG&A expense would have\nbeen approx. $109.3 million in Q2 of F'12 (34.1% of sales). SG&A is a continued area of focus. SG&A EXPENSE DRIVERS:

\n\n \n

\n\n\n

NET INCOME AND DILUTED EPS Q2 GAAP net loss of $90M due to non-cash impairment. Q2 F'12 net income, excluding impairment and restructuring charges, was flat at $25.7M. Q2\nF'12 diluted EPS, excluding impairment and restructuring charges was up 2.1% to $0.49. Strong comparables in Q2 of F'11: Strong winter-product sales in Europe. Gain on the sale of the Teklynx business. Q2 F'12 significant items: Thailand Flood\nImpact - $(0.04/share). Reduced Variable Compensation + $0.06/share. (CHART) (CHART) BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 8 NET INCOME* (Millions of USD) DILUTED EPS (Class A Shares)* Q2 F'12 NET INCOME* & DILUTED EPS*: NET INCOME &\nDILUTED EPS DRIVERS: * Excludes $115.7M of non-cash impairment charges in Q2 of F'12.

\n\n \n

\n\n\n

CASH GENERATION BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 9 Cash Flow from Operating Activities = 109% of net income*. Cash position remains strong at $380 million. CASH\nBALANCE WALK (Millions of USD) CASH GENERATION - F'12 Q2: * Excludes $115.7M of non-cash impairment charges in Q2 of F'12.

\n\n \n

\n\n\n

DECREASING DEBT & INCREASING EBITDA (CHART) BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS NET DEBT / EBITDA* January 31, 2012 Debt = $384M January 31, 2012 Cash = $380M\nSTRONG BALANCE SHEET: 10 (CHART) DEBT & TTM EBITDA* (Millions of USD) * Excludes $115.7M of non-cash impairment charges in Q2 of F'12.

\n\n \n

\n\n\n

Q2 F'12 - NEW PRODUCT LAUNCHES Continuous Tubing Printer: BMP-91TM Printing System - The BMP(r)91 is a tubing, wiremarking, label and heatshrink printer for the Asia-Pacific\nelectrical market with best in class features for ease of use and productivity. Durable Full Color Media: ToughJetTM Durable Inkjet Media - New ToughJet(tm) Adhesive Sheets combine the high-quality color and photo capabilities of inkjet printing\nwith the durability of Brady's industrial grade label materials (B-141 & B-146). Durable Media for Lab and Healthcare: B-7425 Specimen Identification Labels- From liquid nitrogen to autoclave, B-7425 labels remain adhered to specimen containers\nthrough the toughest laboratory environments. B-7425 laboratory labels are made to perform across a wide temperature range while withstanding exposure to common laboratory solvents. BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 11\n

\n\n \n

\n\n\n

AMERICAS - Q2 F'12 SUMMARY (CHART) Q2 F'11 Q2 F'12 Change Sales $ 136.0 $ 138.4 + 1.8% Segment Profit 31.0 35.8 + 15.4% Segment Profit % 22.8% 25.9% + 3.1 pts BRADY - FISCAL\n2012 Q2 FINANCIAL RESULTS 12 SALES & SEGMENT PROFIT % (Millions of USD) Q2 F'12 vs. Q2 F'11 PERFORMANCE Revenues up 1.8%: Organic Growth = 2.9% Fx = (0.7%) Acquisitions/Divestitures = (0.4%) Strong results in Brady's U.S. business, and nice\nimprovements in Brazil. Direct Marketing Customer Contact Centers awarded top honors by the Service Quality Measurement (SQM) Group. New products and sales initiatives driving consistent customer demand and growth in most businesses. Segment profit\nup 15.4%. Price increases and operations cost savings offsetting inflation. Q2 F'12 SUMMARY: Continued low single-digit organic growth. Economy expected to continue to grow at a modest pace. OUTLOOK:

\n\n \n

\n\n\n

EMEA - Q2 F'12 SUMMARY (CHART) Q2 F'11 Q2 F'12 Change Sales $104.0 $ 95.6 - 8.1% Segment Profit 29.2 26.6 - 8.9% Segment Profit % 28.0% 27.8% - 0.2 pts BRADY - FISCAL 2012 Q2\nFINANCIAL RESULTS 13 SALES & SEGMENT PROFIT % (Millions of USD) Q2 F'12 vs. Q2 F'11 PERFORMANCE Revenues down 8.1%: Organic Revenue Decline = (5.7)% Fx = (1.5%) Acquisitions/Divestitures = (0.9%) Segment profit down 8.9%. Mild winter throughout\nEurope compared to tough winter in Q2 of F'11. Winter-product sales down $5 million in the quarter. Continued double-digit internet sales growth. Q2 F'12 SUMMARY: Approximately flat organic sales for the remainder of F'12. Internal growth\ninitiatives offsetting the negative impacts from the challenging macro-economic climate. OUTLOOK:

\n\n \n

\n\n\n

ASIA-PACIFIC - Q2 F'12 SUMMARY (CHART) Q2 F'11 Q2 F'12 Change Sales $ 89.0 $ 86.6 - 2.7% Segment Profit 11.5 7.7 - 32.9% Segment Profit % 13.0% 8.9% - 4.1 pts Revenues down\n2.7%: Organic Sales Decline = (4.4%) Fx = 1.7% Segment profit down $3.8 million. Q2 F'12 results influenced by Thailand flood and timing of Chinese New Year. Price competition in the mobile handset industry causing margin compression. BRADY - FISCAL\n2012 Q2 FINANCIAL RESULTS 14 SALES & SEGMENT PROFIT % (Millions of USD) Q2 F'12 vs. Q2 F'11 PERFORMANCE Q2 F'12 SUMMARY: Low single-digit organic growth in the second half of fiscal 2012. Regional economies generally stable, but competition in\nthe die-cut business is increasing. OUTLOOK:

\n\n \n

\n\n\n

INVESTOR RELATIONS Brady Contact: Aaron Pearce Investor Relations 414-438-6895 Aaron_Pearce@Bradycorp.com See our web site at www.investor.bradycorp.com BRADY - FISCAL 2012\nQ2 FINANCIAL RESULTS 15

\n\n \n

\n\n\n

INCOME STATEMENTS BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 16 COMPARABLE INCOME STATEMENT (Millions of USD)

\n\n \n

\n\n\n

EBITDA RECONCILIATION BRADY - FISCAL 2012 Q2 FINANCIAL RESULTS 17 EBITDA* (Millions of USD)

\n","error":null}