Form 8-K

BRADY CORPORATION

Date: September 7, 2012

/s/ Thomas J. Felmer

Thomas J. Felmer

Senior Vice President & Chief Financial Officer

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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\n1934

Date of Report (Date of earliest event reported): September 6, 2012

BRADY CORPORATION

(Exact name of registrant as specified in its charter)

Commission\nFile Number 1-14959

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Wisconsin

39-0971239

(State

of Incorporation)

(IRS Employer

Identification No.)

6555 West Good Hope Road

Milwaukee, Wisconsin 53223

(Address of Principal Executive Offices and\nZip Code)

(414) 358-6600

(Registrant’s Telephone Number)

Check the appropriate box below\nif 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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¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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¨	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

On September 7, 2012, Brady Corporation (the “Corporation”) issued a press release announcing its fiscal 2012 fourth quarter financial results. A copy of the press release is being\nfurnished to the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein by reference.

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Item 7.01

REGULATION FD DISCLOSURE

On\nSeptember 7, 2012, the Corporation hosted a conference call related to its fiscal 2012 fourth quarter financial results. A copy of the slides referenced in the conference call, which is also posted on the Corporation’s website, is being\nfurnished to the Securities and Exchange Commission as Exhibit 99.3 attached hereto and is incorporated herein by reference.

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Item 8.01

OTHER EVENTS

Director Compensation\n

On September 6, 2012, the Corporation’s Board of Directors approved an annual stock-based compensation award\nof approximately $75,000, half in time-based options and half in unrestricted shares of Class A Common Stock, for each non-management Director effective September 21, 2012.

Increase in Annual Dividend

On September 6, 2012, the\nCorporation announced that its Board of Directors had increased the annual cash dividend on its Class A Common Stock from $0.74 to $0.76 per share. A quarterly dividend in the amount of $0.19 per share will be paid on October 31, 2012, to\nshareholders of record as of the close of business on October 10, 2012. A copy of the press release regarding the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Share Repurchase Program

On September 7, 2012, the Corporation announced that its Board of Directors authorized a share buyback program for up to two million shares of the Corporation’s Class A Common Stock. The\nshare repurchase plan may be implemented from time to time on the open market or in privately negotiated transactions. The repurchased shares will be available for use in connection with the Corporation’s stock-based plans and for other\ncorporate purposes. A copy of the press release regarding the share buyback program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following are filed as\nExhibits to this Report.

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Exhibit No.		Description of Exhibit

99.1		Press Release of Brady Corporation, dated September 7, 2012, relating to fourth quarter fiscal 2012 financial results and share buyback program.

99.2		Press Release of Brady Corporation, dated September 6, 2012, relating to increase in quarterly dividend.

99.3		Informational slides provided by Brady Corporation, dated September 7, 2012, relating to fourth quarter fiscal 2012 financial results.

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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.

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EXHIBIT INDEX

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EXHIBIT \n NUMBER		DESCRIPTION

99.1		Press Release of Brady Corporation, dated September 7, 2012, relating to fourth quarter fiscal 2012 financial results and share buyback program.

99.2		Press Release of Brady Corporation, dated September 6, 2012, relating to increase in quarterly dividend.

99.3		Informational slides provided by Brady Corporation, dated September 7, 2012, relating to fourth quarter fiscal 2012 financial results.

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\nPress Release dated September 7, 2012\n\n \n\n

EXHIBIT 99.1

For More Information:

Investor contact: Aaron Pearce 414-438-6895

Media contact: Carole Herbstreit 414-438-6882

For Immediate Release

Brady Corporation Reports Fiscal 2012 Fourth Quarter Results and Announces Share Buyback Program

MILWAUKEE (September 7, 2012)—Brady Corporation (NYSE: BRC) (“Brady” or “Company”), a world leader in identification solutions,\ntoday reported its financial results for the fiscal 2012 fourth quarter ended July 31, 2012. The Company also announced that its Board of Directors authorized a share buyback program for up to two million shares of the company’s\nClass A Common Stock.

Quarter Ended July 31, 2012 Financial Results:

Sales for the fiscal 2012 fourth quarter ended July 31, 2012 were down 6.0 percent to $322.5 million compared to $343.1 million in\nthe fourth quarter of fiscal 2011. Organic sales were down 2.6 percent, the impact of foreign currency translation decreased sales by 5.0 percent, and acquisitions added 1.6 percent. By segment, organic sales increased 3.0 percent in the Americas\nand 0.6 percent in EMEA, and decreased 14.6 percent in the Asia-Pacific region.

Net income in the fiscal 2012 fourth quarter\nwas down 60.6 percent to $11.7 million compared to $29.6 million in the same quarter last year. Excluding $7.1 million of after-tax restructuring charges in the fourth quarter of fiscal 2012 and $1.6 million of after-tax restructuring charges in the\nsame quarter last year, and a $5.6 million non-routine, non-cash tax charge in the fourth quarter of fiscal 2012, net income was down 21.7 percent to $24.4 million compared to $31.1 million in the same quarter last year.

Earnings per diluted Class A Common Share were down 60.0 percent to $0.22 in the fourth quarter of fiscal 2012 compared to $0.55 in\nthe same quarter last year. Excluding the impacts from the after-tax restructuring charges and the non-routine tax charge, earnings per diluted Class A Common Share were down 19.0 percent to $0.47 in the fourth quarter of fiscal 2012, compared\nto $0.58 per share in the same quarter of fiscal 2011.

Year Ended July 31, 2012 Financial Results:

Sales for the year ended July 31, 2012 were down 1.1 percent to $1.32 billion compared to $1.34 billion for the year ended\nJuly 31, 2011. Organic sales were down 0.4 percent; acquisitions, net of divestitures increased sales by 0.3 percent; and the impact of foreign currency translation decreased sales by 1.0 percent. By segment, organic sales increased 3.4 percent\nin the Americas, and decreased 1.3 percent in EMEA and 5.3 percent in the Asia-Pacific region.

Net loss for the year ended\nJuly 31, 2012 was $17.9 million compared to net income of $108.7 million for the year ended July 31, 2011. Excluding the impact of the $115.7 million non-cash goodwill impairment charge incurred in fiscal 2012, after-tax restructuring\ncharges of $9.6 million in fiscal 2012 and $6.5 million in fiscal 2011, and the $5.6 million non-routine tax charge in fiscal 2012, net income was down 1.9 percent to $113.0 million compared to $115.2 million in fiscal 2011.

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The Company’s loss per diluted Class A Common Share was $0.35 for the year ended\nJuly 31, 2012 compared to earnings per diluted Class A Common Share of $2.04 for the year ended July 31, 2011. Excluding the impacts from the non-cash goodwill impairment charge, the after-tax restructuring charges, and the\nnon-routine tax charge, earnings per diluted Class A Common Share were $2.14 for the year ended July 31, 2012 compared to $2.16 in fiscal 2011. In fiscal 2012, net cash provided by operating activities was $144.7 million.

Share Buyback Program:

On September 6, 2012, Brady’s Board of Directors authorized a share buyback program for up to two million shares of the\nCompany’s common stock. The share buyback plan may be implemented from time to time on the open market or in privately negotiated transactions.

Commentary and Guidance:

“In the fourth quarter of fiscal 2012 we\nwere pleased with our organic sales growth in the Americas and EMEA regions, despite a continued challenging economy. Our performance in Asia-Pacific was weaker than expected due to increased market competitiveness, particularly in the mobile\nhandset industry. Throughout fiscal 2012, our focus has been on shifting resources to our highest growth opportunities. As a result, we have recently sold our medical die-cut business in the U.S. and our paper-label business, Etimark in Germany. We\nalso continued to invest in developing and launching a number of proprietary new products and we made three acquisitions in EMEA that increased our market share and expanded our geographic presence,” said Brady’s President and Chief\nExecutive Officer, Frank M. Jaehnert. “Looking forward, we expect continued moderate organic growth in the Americas, a challenging economic environment in Europe, and improving results in Asia-Pacific due to our restructuring activities and\nsome recent customer wins there.”

“As we look to fiscal 2013, we see limited likelihood that the macro-economy will\nprovide a tailwind,” said Brady’s Chief Financial Officer, Thomas J. Felmer. “As such, we anticipate low single-digit organic growth in fiscal 2013, with all of the growth driven by our initiatives. For fiscal 2013, we expect earnings\nper diluted Class A Common Share of between $2.20 and $2.40, exclusive of after-tax restructuring charges. This guidance is based on current exchange rates, a share count consistent with that as of July 31, 2012, a full-year income tax\nrate in the mid-to-upper 20 percent range, capital expenditures of approximately $35 million and depreciation and amortization of approximately $45 million.”

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

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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 safety, security, productivity and performance and include high-performance labels and signs, safety devices, printing systems and software, and\nprecision die-cut materials. Founded in 1914, the company has millions of customers in electronics, telecommunications, manufacturing, electrical, construction, education, medical and a variety of other industries. Brady is headquartered in\nMilwaukee, Wisconsin and as of July 31, 2012 employed approximately 6,900 people at operations in the Americas, EMEA and Asia-Pacific. Brady’s fiscal 2012 sales were approximately $1.32 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.

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Brady believes that certain statements in this news release are “forward-looking statements” within the meaning of the Private Securities\nLitigation Reform 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,\ncosts, 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 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.

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BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands, Except Per Share\nAmounts)

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	(Unaudited)
	Three Months Ended July 31,			Twelve Months Ended July 31,
	2012			2011			Percentage Change	2012		2011			Percentage Change
Net sales	$	322,548			$	343,104		-6.0	%	$	1,324,269			$	1,339,597		-1.1	%
Cost of products sold		167,425				178,068		-6.0	%		687,963				683,401		0.7	%

Gross margin		155,123				165,036		-6.0	%		636,306				656,196		-3.0	%

Operating expenses:
Research and development		9,719				10,775		-9.8	%		38,440				43,001		-10.6	%
Selling, general and administrative		109,821				109,421		0.4	%		430,310				441,815		-2.6	%
Restructuring charges		8,670				2,202		293.7	%		12,110				9,188		31.8	%
Impairment charge		—				—		N/A			115,688				—		N/A

Total operating expenses		128,210				122,398		4.7	%		596,548				494,004		20.8	%

Operating income		26,913				42,638		-36.9	%		39,758				162,192		-75.5	%

Other income and (expense):
Investment and other income		362				1,098		-67.0	%		2,082				3,990		-47.8	%
Interest expense		(4,375	)			(5,484	)	-20.2	%		(19,090	)			(22,124	)	-13.7	%

Income before income taxes		22,900				38,252		-40.1	%		22,750				144,058		-84.2	%

Income taxes		11,241				8,669		29.7	%		40,661				35,406		14.8	%

Net income (loss)	$	11,659			$	29,583		-60.6	%	$	(17,911	)		$	108,652		-116.5	%

Per Class A Nonvoting Common Share:
Basic net income (loss)	$	0.22			$	0.56		-60.7	%	$	(0.35	)		$	2.06		-117.0	%
Diluted net income (loss)	$	0.22			$	0.55		-60.0	%	$	(0.35	)		$	2.04		-117.2	%
Dividends	$	0.185			$	0.18		2.8	%	$	0.74			$	0.72		2.8	%

Per Class B Voting Common Share:
Basic net income (loss)	$	0.22			$	0.56		-60.7	%	$	(0.36	)		$	2.04		-117.6	%
Diluted net income (loss)	$	0.22			$	0.55		-60.0	%	$	(0.36	)		$	2.03		-117.7	%
Dividends	$	0.185			$	0.18		2.8	%	$	0.723			$	0.70		2.8	%

Weighted average common shares outstanding (in thousands):
Basic		52,196				52,815					52,453				52,639
Diluted		52,448				53,333					52,453				53,133

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BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)


	(Unaudited)
	July 31, 2012			July 31, 2011
ASSETS

Current assets:
Cash and cash equivalents	$	305,900			$	389,971
Accounts receivable—net		199,006				228,483
Inventories:
Finished products		64,740				62,152
Work-in-process		15,377				14,550
Raw materials and supplies		25,407				27,484

Total inventories		105,524				104,186
Prepaid expenses and other current assets		40,424				35,647

Total current assets		650,854				758,287

Other assets:
Goodwill		676,791				800,343
Other intangible assets		84,119				89,961
Deferred income taxes		45,356				53,755
Other		20,584				19,244

Property, plant and equipment:
Cost:
Land		8,651				6,406
Buildings and improvements		101,962				104,644
Machinery and equipment		292,130				305,557
Construction in progress		10,417				11,226

		413,160				427,833
Less accumulated depreciation		283,145				287,918

Property, plant and equipment—net		130,015				139,915

Total	$	1,607,719			$	1,861,505

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:
Accounts payable	$	86,646			$	98,847
Wages and amounts withheld from employees		54,629				69,798
Taxes, other than income taxes		9,307				7,612
Accrued income taxes		14,357				9,954
Other current liabilities		40,815				54,406
Current maturities on long-term debt		61,264				61,264

Total current liabilities		267,018				301,881

Long-term obligations, less current maturities		254,944				331,914

Other liabilities		76,404				71,518

Total liabilities		598,366				705,313
Stockholders’ investment:
Common stock:
Class A nonvoting common stock—Issued 51,261,487 and 51,261,487 shares, respectively and outstanding 47,630,926 and\n49,284,252 shares, respectively		513				513
Class B voting common stock—Issued and outstanding, 3,538,628 shares		35				35
Additional paid-in capital		313,008				307,527
Income retained in the business		732,290				789,100
Treasury stock—3,320,561 and 1,667,235 shares, respectively of Class A nonvoting common stock, at cost		(92,600	)			(50,017	)
Accumulated other comprehensive income		59,411				113,898
Other		(3,304	)			(4,864	)

Total stockholders’ investment		1,009,353				1,156,192

Total	$	1,607,719			$	1,861,505

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BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)


	(Unaudited) Twelve Months Ended July 31,
	2012			2011
Operating activities:
Net (loss) income	$	(17,911	)		$	108,652
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		43,987				48,827
Non-cash portion of restructuring charges		458				2,155
Non-cash portion of stock-based compensation expense		9,735				9,830
Impairment charge		115,688				—
Loss (gain) on divestiture of business		204				(4,394	)
Deferred income taxes		(9,679	)			(8,161	)
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
Accounts receivable		18,089				7,680
Inventories		(7,674	)			(2,886	)
Prepaid expenses and other assets		(2,744	)			5,624
Accounts payable and accrued liabilities		(29,370	)			(3,365	)
Income taxes		23,922				3,388

Net cash provided by operating activities		144,705				167,350

Investing activities:
Purchases of property, plant and equipment		(24,147	)			(20,532	)
Payments of contingent consideration		(2,580	)			(1,528	)
Settlement of net investment hedges		(797	)			(5,542	)
Acquisition of business, net of cash acquired		(37,649	)			(7,970	)
Divestiture of business, net of cash retained in business		856				12,980
Other		(287	)			(39	)

Net cash used in investing activities		(64,604	)			(22,631	)

Financing activities:
Payment of dividends		(38,899	)			(38,064	)
Proceeds from issuance of common stock		3,864				8,193
Purchase of treasury stock		(49,933	)			—
Principal payments on debt		(62,687	)			(61,264	)
Debt issuance costs		(961	)			—
Income tax benefit from the exercise of stock options and deferred compensation distribution, and other		792				(439	)

Net cash used in financing activities		(147,824	)			(91,574	)

Effect of exchange rate changes on cash		(16,348	)			21,986

Net (decrease) increase in cash and cash equivalents		(84,071	)			75,131
Cash and cash equivalents, beginning of period		389,971				314,840

Cash and cash equivalents, end of period	$	305,900			$	389,971

Supplemental disclosures:
Cash paid during the period for:
Interest, net of capitalized interest	$	19,194			$	21,298
Income taxes, net of refunds		35,292				35,851
Acquisitions:
Fair value of assets acquired, net of cash	$	23,792			$	4,624
Liabilities assumed		(8,987	)			(1,446	)
Goodwill		22,844				4,792

Net cash paid for acquisitions	$	37,649			$	7,970

\n\n

Information by regional segment for the three and twelve months ended July 31, 2012 and 2011 is as\nfollows:


(in thousands)	Americas			EMEA			Asia- Pacific		Total Region		Corporate and Eliminations			Total
SALES TO EXTERNAL CUSTOMERS
Three months ended:
July 31, 2012	$	147,028			$	98,270		$	77,250		$	322,548			—		$	322,548
July 31, 2011	$	146,212			$	102,970		$	93,922		$	343,104			—		$	343,104
July 31, 2010	$	148,929			$	91,020		$	82,945		$	322,894			—		$	322,894

Twelve months ended:
July 31, 2012	$	589,925			$	389,156		$	345,188		$	1,324,269			—		$	1,324,269
July 31, 2011	$	577,428			$	404,955		$	357,214		$	1,339,597			—		$	1,339,597
July 31, 2010	$	551,185			$	380,121		$	327,790		$	1,259,096			—		$	1,259,096

SALES INFORMATION
Three months ended July 31, 2012:
Base		3.0	%			0.6	%		-14.6	%		-2.6	%		—			-2.6	%
Currency		-2.4	%			-10.7	%		-3.2	%		-5.0	%		—			-5.0	%
Acquisitions/Divestitures		0.0	%			5.5	%		0.0	%		1.6	%		—			1.6	%

Total		0.6	%			-4.6	%		-17.8	%		-6.0	%		—			-6.0	%

Twelve months ended July 31, 2012:
Base		3.4	%			-1.3	%		-5.3	%		-0.4	%		—			-0.4	%
Currency		-0.9	%			-3.5	%		1.4	%		-1.0	%		—			-1.0	%
Acquisitions/Divestitures		-0.3	%			0.9	%		0.5	%		0.3	%		—			0.3	%

Total		2.2	%			-3.9	%		-3.4	%		-1.1	%		—			-1.1	%

SEGMENT PROFIT
Three months ended:
July 31, 2012	$	37,743			$	27,211		$	4,069		$	69,023			($1,318	)	$	67,705
July 31, 2011	$	36,850			$	29,882		$	11,775		$	78,507			($3,655	)	$	74,852
Percentage change		2.4	%			-8.9	%		-65.4	%		-12.1	%					-9.5	%

Twelve months ended:
July 31, 2012	$	155,657			$	105,643		$	31,704		$	293,004			($7,328	)	$	285,676
July 31, 2011	$	145,516			$	112,047		$	50,105		$	307,668			($15,742	)	$	291,926
Percentage change		7.0	%			-5.7	%		-36.7	%		-4.8	%					-2.1	%

NET INCOME RECONCILIATION (in thousands)


	Three months ended:			Twelve months ended:
	July 31, 2012			July 31, 2011			July 31, 2012		July 31, 2011
Total profit for reportable segments	$	69,023			$	78,507		$	293,004		$	307,668
Corporate and eliminations		(1,318	)			(3,655	)		(7,328	)		(15,742	)
Unallocated amounts:
Administrative costs		(32,122	)			(30,012	)		(118,120	)		(120,546	)
Restructuring charges		(8,670	)			(2,202	)		(12,110	)		(9,188	)
Impairment charge		—				—			(115,688	)		—
Investment and other income		362				1,098			2,082			3,990
Interest expense		(4,375	)			(5,484	)		(19,090	)		(22,124	)

Income before income taxes		22,900				38,252			22,750			144,058
Income taxes		(11,241	)			(8,669	)		(40,661	)		(35,406	)

Net income (loss)	$	11,659			$	29,583		$	(17,911	)	$	108,652

\n\n

NON-GAAP MEASURES

(Dollars in Thousands, Except Per Share Amounts)

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

EBITDA:

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


	Fiscal 2012
	Q1		Q2			Q3		Q4	Total
EBITDA:
Net income (loss)	$	32,732		$	(89,954	)	$	27,652	$	11,659	$	(17,911	)
Interest expense		5,047			4,933			4,735		4,375		19,090
Income taxes		11,109			8,635			9,676		11,241		40,661
Depreciation and amortization		11,241			10,935			10,745		11,066		43,987
Impairment charge		—			115,688			—		—		115,688

EBITDA (non-GAAP measure)	$	60,129		$	50,237		$	52,808	$	38,341	$	201,515


	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

Diluted Earnings Per Share Excluding Impairment, Restructuring, & Non-Routine Tax Charge:

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


	Three Months Ended July \n31,		Twelve Months Ended July \n31,
	2012		2011			2012		2011
Diluted Earnings (Loss) per Share	$	0.22		$	0.55		$	(0.34	)	$	2.04
Non-Cash Goodwill Impairment		—			—			2.19			—
Restructuring Charges		0.14			0.03			0.18			0.12
Non-Routine, Non-Cash Tax Charge		0.11			—			0.11			—

Diluted Earnings per Share Excluding Impairment, Restructuring Charges, & Non-Routine Tax Charge	$	0.47		$	0.58		$	2.14		$	2.16

All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying\ntransaction. Diluted loss per share and all reconciling items for the twelve months ended July 31, 2012, are presented using total diluted shares of 52,821 for the period.

Net Income Excluding Impairment, Restructuring, & Non-Routine Tax Charge:

This is\na measure of the Company’s net income excluding the current year Asia non-cash goodwill impairment charge, current and prior year restructuring charges, and current year non-routine non-cash tax charges related to an internal reorganization. We\ndo not view these items to be part of our sustainable results. 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.\nThe table below provides a reconciliation of net income to net income excluding the impairment charge, restructuring charges, and non-routine tax charge:


	Three Months Ended July 31,		Twelve Months Ended July 31,
	2012		2011			2012		2011
Net Income (Loss)	$	11,659		$	29,583		$	(17,911	)	$	108,652
Non-Cash Goodwill Impairment		—			—			115,688			—
Restructuring Charges		7,109			1,563			9,567			6,523
Non-Routine, Non-Cash Tax Charge		5,616			—			5,616			—

Net Income Excluding Impairment, Restructuring Charges, & Non-Routine Tax Charge	$	24,384		$	31,146		$	112,960		$	115,175

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

\n\n

\nPress Release dated September 6, 2012\n\n \n\n

EXHIBIT 99.2

For More Information Contact:

Aaron Pearce (414) 438-6895

Brady Corporation Increases Dividend to Shareholders for the 27th Straight Year.

MILWAUKEE (September 6, 2012)—Brady Corporation’s (NYSE: BRC) Board of Directors has announced an increase in its annual dividend to shareholders of the company’s Class A Common stock\nfrom $0.74 per share to $0.76 per share. A quarterly dividend of $0.19 per share will be paid on October 31, 2012 to shareholders of record at the close of business on October 10, 2012. This dividend represents the 27^th consecutive annual increase in dividends.

Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect premises, products and\npeople. Brady’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\ncompany has millions of customers in electronics, telecommunications, manufacturing, electrical, construction, education, medical and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and employed approximately 6,500\npeople at operations in the Americas, Europe and Asia-Pacific as of July 31, 2011. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available on the Internet at www.bradycorp.com.

###

\n\n

\nInformational slides dated September 7, 2012\n\n \n

Exhibit 99.3

\n\n\n

F'12 - Q4 Financial Results September 7, 2012 September 7, 2012 BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS

\n\n \n

\n\n\n

FORWARD-LOOKING STATEMENTS BRADY - FISCAL 2012 Q4 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

Q4 COMPARABILITY ITEMS BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 3 During the 4th quarter, certain restructuring charges and a non-routine, non-cash tax charge was incurred\nthat impact comparability with the prior year. The diluted EPS impact of these charges is as follows: Q4 F'12: Q4 F'12 Diluted EPS, as Presented $ 0.22 Restructuring Charges $ 0.14 Non-Routine Tax Charge 0.11

\n\n \n

\n\n\n

F'12 RECAP Net loss of $17.9M vs. a $108.7M of net income in F'11. Net Income, excluding impairment, restructuring charges, and non-routine tax charge** of $113.0M vs.\n$115.2M in F'11. Diluted EPS of $(0.35) in F'12 compared to $2.04 in F'11. Diluted EPS, excluding impairment, restructuring charges, and non-routine tax charge** of $2.14 vs. $2.16 in F'11. Sales down 1.1% to $1.32 billion vs. $1.34 billion in F'11\n(Organic sales down 0.4%). Gross Profit Margin of 48.0% in F'12 vs. 49.0% in F'11. SG&A expense down 50 bps to 32.5% of sales vs. 33.0% in F'11. Cash Flow: F'12 free cash flow* of $120.6M. Repurchased 1,869,193 shares for $49.9M and authorized\nan additional 2 million Class A Common Share buyback program in September 2012. Returned $38.9 million to shareholders in the form of dividends and announced 27th consecutive year of annual dividend increases. BRADY - FISCAL 2012 Q4 FINANCIAL\nRESULTS 4 * Free Cash Flow = Cash Flow from Operating Activities - Capital Expenditures. ** Net Income, excluding impairment, restructuring charges, and non-routine tax charge and Diluted EPS, excluding impairment, restructuring charges, and\nnon-routine tax charge are non-GAAP measures. See slides #19 and #20.

\n\n \n

\n\n\n

Q4 F'12 - FINANCIAL SUMMARY Net income down 60.6% to $11.7M vs. $29.6M in Q4 of F'11. Net Income, excluding restructuring charges and non-routine tax charge** down 21.7% to\n$24.4M vs. $31.1M in Q4 of F'11. Diluted EPS down 60.0% to $0.22 in Q4 of F'12 vs. $0.55 in Q4 of F'11. Diluted EPS, excluding restructuring charges and non-routine tax charge** down 19.0% to $0.47 vs. $0.58 in Q4 of F'11. Sales down 6.0% to $322.5M\nvs. $343.1M in Q4 of F'11. Organic sales down 2.6%, Fx decreased sales by 5.0%, and acquisitions increased sales by 1.6%. Negative organic sales growth caused exclusively by the Asia-Pacific region. Gross Profit Margin of 48.1% is consistent with\nthe gross profit margin in Q4 of F'11. SG&A expense of 34.0% of sales is up 210 bps vs. 31.9% in Q4 of F'11. Q4 F'12 Free Cash Flow* of $34.5 million. July 31, 2012 cash balance of $306M and debt balance of $316M. BRADY - FISCAL 2012 Q4\nFINANCIAL RESULTS 5 * Free Cash Flow = Cash Flow from Operating Activities - Capital Expenditures. ** Net Income, excluding impairment, restructuring charges, and non-routine tax charge and Diluted EPS, excluding impairment, restructuring charges,\nand non-routine tax charge are non-GAAP measures. See slides #19 and #20.

\n\n \n

\n\n\n

F'13 GUIDANCE BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 6 Diluted EPS $2.20 to $2.40 (Excluding after-tax restructuring charges) Guidance Assumptions: Full-year income tax\nrate in the mid-to-upper 20% range. Diluted share count consistent with that as of July 31, 2012. Current foreign currency exchange rates. Full-year depreciation and amortization expense of approximately $45 million. Full-year capital expenditures\nof approximately $35 million. Free cash flow of approximately 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\nreconfirm guidance in a public forum.

\n\n \n

\n\n\n

SALES OVERVIEW Organic Sales 2% 10% 1% (0.6%) 3.5% (1.8%) (0.5%) (2.6%) BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 7 Q4 F'12 Sales Down 6.0%. (2.6%) Organic Sales Decline\n(Americas and EMEA grew while Asia-Pacific contracted). 1.6% Growth from Acquisitions. (5.0%) Decline due to Currency Translation. Americas - Continued growth in North America while Brazil economy slows. EMEA - Internal initiatives combating weak\nmacro-economy, driving positive organic sales growth. Asia - Die-cut business depressing regional organic sales. Q4 F'12 TOTAL COMPANY SALES: Q4 F'12 SALES COMMENTARY: SALES (Millions of USD)

\n\n \n

\n\n\n

GROSS PROFIT MARGIN AND SG&A BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 8 GROSS PROFIT & GPM% (Millions of USD) SG&A & SG&A as % of SALES (Millions of\nUSD) GPM of 48.1% is flat with Q4 of F'11. Asia GPM weakness offset by mix, productivity improvements, and strategic sourcing benefits. GROSS PROFIT MARGIN DRIVERS: SG&A expense negatively impacted by acquisitions and internal reorganization\nrelated costs and positively impacted by foreign currency translation in Q4 of F'12. Benefits from restructuring actions being reinvested into growth initiatives. SG&A EXPENSE DRIVERS:

\n\n \n

\n\n\n

NET INCOME* AND DILUTED EPS* Q4 F'12 diluted EPS down 60.0% to $0.22. Q4 F'12 diluted EPS, excluding impairment, restructuring charges, and non-routine tax charge down 19.0%\nto $0.47/share. F'12 - Restructuring and non-routine costs incurred to right size cost structure in light of stagnant macro- economy. F'13 - Benefits from restructuring being redeployed into initiatives to drive future organic growth and profit\nimprovements. BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 9 NET INCOME* (Millions of USD) DILUTED EPS (Class A Shares)* Q4 F'12 NET INCOME & DILUTED EPS: NET INCOME & DILUTED EPS DRIVERS: * Excludes $115.7M of non-cash impairment charges in\nQ2 of F'12.

\n\n \n

\n\n\n

CASH GENERATION BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 10 Cash Flow from Operating Activities in Q4 of F'12 = $44.1M. Returned $9.7M to our shareholders in dividends in Q4\n($38.9M for the year ended July 31, 2012). Acquired 1,411,833 of shares for $37.6M in Q4 of F'12 (1,869,193 shares for the year ended July 31, 2012). CASH BALANCE WALK (Millions of USD) CASH GENERATION - F'12 Q4:

\n\n \n

\n\n\n

DEBT & EBITDA BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS NET DEBT / TTM EBITDA* July 31, 2012 Debt = $316M. July 31, 2012 Cash = $306M. STRONG BALANCE SHEET: 11 DEBT\n& TTM EBITDA* (Millions of USD) * See slide #18 for the calculation of EBITDA.

\n\n \n

\n\n\n

Q4 F'12 - NEW PRODUCT LAUNCHES Thermal Management Material: TransthermTM TSoft3HP - High performance thermal conductive gap filler, used in electronics to dissipate heat.\nApplications include Power Modules, CPUs, LED lighting and Telecom. Brady's solution offers high performance thermal conductivity with key improvements to handling properties, making it easier for customers to convert and apply. Software:\nLabelMarkTM Extensions - A LabelMark \"App\" for select major ADM customers that reduces time and complexity of their identification process, giving them compelling reasons to use Brady materials, printers and software. LINK360TM Maintenance Center\nand Lockout Center- BRADY LINK360 is a cloud based software platform for the management of visual information on and around equipment and machines. It helps customers with the management of their lean and regulatory programs. BRADY - FISCAL 2012 Q4\nFINANCIAL RESULTS 12

\n\n \n

\n\n\n

AMERICAS - Q4 F'12 SUMMARY Q4 F'11 Q4 F'12 Change Sales $ 146.2 $ 147.0 + 0.6% Segment Profit 36.9 37.7 + 2.4% Segment Profit % 25.2% 25.7% + 0.5 pts BRADY - FISCAL 2012 Q4\nFINANCIAL RESULTS 13 SALES & SEGMENT PROFIT % (Millions of USD) Q4 F'12 vs. Q4 F'11 PERFORMANCE Revenues up 0.6%: Organic Growth = 3.0% Fx = (2.4%) Strong results in Brady's North American business. Macro-economic headwinds in Brazil. Direct\nmarketing businesses down slightly as it manages the shift to internet. Segment profit up 2.4%. Increased leverage of selling costs. Q4 F'12 SUMMARY: Low single-digit organic growth driven by initiatives, particularly focused on growing market\nshare. Increasing segment profit as % of sales. F'13 OUTLOOK: Sales up 2.2% over F'11 (3.4% organic growth). Segment profit up 7.0% to $155.7M (26.4% of sales) vs. $145.5M (25.2% of sales) in F'11. FULL YEAR F'12 RECAP:

\n\n \n

\n\n\n

EMEA - Q4 F'12 SUMMARY Q4 F'11 Q4 F'12 Change Sales $103.0 $ 98.3 - 4.6% Segment Profit 29.9 27.2 - 8.9% Segment Profit % 29.0% 27.7% - 1.3 pts BRADY - FISCAL 2012 Q4\nFINANCIAL RESULTS 14 SALES & SEGMENT PROFIT % (Millions of USD) Q4 F'12 vs. Q4 F'11 PERFORMANCE Revenues down 4.6%: Organic growth = 0.6% Fx = (10.7%) Acquisitions = 5.5% Growth in Central Europe, Africa and the Middle East as well as growth\nfrom initiatives offsetting macro-economic weakness in continental Europe. Segment profit down 8.9%. Currency significantly impacting segment profit. Q4 F'12 SUMMARY: Economic headwinds expected throughout F'13. Cost reductions and initiatives\npartially offsetting the weak macro-economy and the slightly less profitable acquisitions, resulting in a slight decline in segment profit as a % of sales. F'13 OUTLOOK: Sales down 3.9% over F'11 (1.3% organic decline). Segment profit down 5.7% to\n$105.6M (27.1% of sales) vs. $112.0M (27.7% of sales) in F'11. FULL YEAR F'12 RECAP:

\n\n \n

\n\n\n

ASIA-PACIFIC - Q4 F'12 SUMMARY Q4 F'11 Q4 F'12 Change Sales $ 93.9 $ 77.3 - 17.8% Segment Profit 11.8 4.1 - 65.4% Segment Profit % 12.5% 5.3% - 7.2 pts BRADY - FISCAL 2012 Q4\nFINANCIAL RESULTS 15 SALES & SEGMENT PROFIT % (Millions of USD) Q4 F'12 vs. Q4 F'11 PERFORMANCE Revenues down 17.8%: Organic = (14.6%) Fx = (3.2%) Investing in Asian identification solutions business for future growth. Die-cut business\nchallenged, but has improved positions with certain key customers. Segment profit down $7.7M, reflecting challenges in the die-cut business. Q4 F'12 SUMMARY: Flat organic sales in first half of F'13, improving in second half of the year. Ongoing\nefficiency and improvement programs will lift segment profit. F'13 OUTLOOK: Sales down 3.4% over F'11 (5.3% organic decline). Segment profit down 36.7% to $31.7M (9.2% of sales) vs. $50.1M (14.0% of sales) in F'11. FULL YEAR F'12 RECAP:\n

\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\nQ4 FINANCIAL RESULTS 16

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\n\n\n

INCOME STATEMENTS BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 17 COMPARABLE INCOME STATEMENT (Millions of USD)

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\n\n\n

EBITDA RECONCILIATION BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 18 EBITDA (Millions of USD)

\n\n \n

\n\n\n

Diluted EPS, excluding impairment, restructuring & non-routine tax charge BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 19 Reconciliation of Diluted EPS, excluding\nimpairment, restructuring and non-routine tax charge:

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Net Income, excluding impairment, restructuring & non-routine tax charge BRADY - FISCAL 2012 Q4 FINANCIAL RESULTS 20 Reconciliation of Net income, excluding impairment,\nrestructuring and non-routine tax charge ('000s of USD):

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