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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended March 31, 2005

OR

Commission File Number 0-16148

MULTI-COLOR CORPORATION

425 Walnut Street, Suite 1300

Cincinnati, Ohio 45202

(513) 381-1480

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $49,533,000, based upon the closing market price of $15.01 per share of the Common Stock on the Nasdaq National Market System as of September 30, 2004, the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 15, 2005, 6,533,993 shares of no par value Common Stock were issued and 6,505,192 shares of no par value Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2005 Annual Meeting of Shareholders to be held on August 18, 2005 are incorporated by reference into Parts II and III of Form 10-K.

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INDEX TO ANNUAL REPORT ON FORM 10-K

FORWARD-LOOKING STATEMENTS

The Company believes certain statements contained in this report that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Any forward-looking statement speaks only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.

Statements concerning expected financial performance, on-going business strategies, and possible future actions which the Company intends to pursue in order to achieve strategic objectives constitute forward-looking information. Implementation of these strategies and the achievement of such financial performance are each subject to numerous conditions, uncertainties and risk factors. Factors which could cause actual performance by the Company to differ materially from these forward-looking statements include, without limitation, factors discussed in conjunction with a forward-looking statement; changes in general economic and business conditions; the ability to successfully integrate acquisitions; the success and financial condition of the Company’s significant customers; competition; acceptance of new product offerings; changes in business strategy or plans; quality of management; the Company’s ability to maintain an effective system of internal control; availability, terms and development of capital; cost and price changes; availability of raw materials; business abilities and judgment of personnel; changes in, or the failure to comply with, government regulation, legal proceedings and developments, and other factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

ITEM 1. BUSINESS

Multi-Color (the Company) is a premier supplier of decorative label solutions and packaging services to consumer product and food and beverage companies, retailers and container manufacturers. Our customers include many of the world’s largest manufacturers of household, fabric and personal care, automotive and lawn care, and food and beverage products representing many of the world’s most well known and respected brands. We currently provide products and services to more than 650 customers in the United States (U.S.), Canada, Mexico, Central and South America.

Multi-Color is an Ohio-based corporation that was incorporated in 1985, succeeding to the predecessor business that began producing paper labels in 1918. We use the term “Multi-Color” to refer to Multi-Color Corporation.

Our common stock, no par value, is listed on the NASDAQ National Market System under the symbol “LABL”. See “Item 5 – Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities.” We also maintain a website (www.multicolorcorp.com) which includes additional information about the Company. The website includes corporate governance information for our shareholders and our code of ethics can be found on our website under the corporate governance section. Shareholders can obtain, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such materials with or furnishes such materials to the Securities and Exchange Commission (“SEC”).

PRODUCTS

The Company provides a wide range of products and services for the packaging needs of our customers through two segments. Our Decorating Solutions Segment is the world’s largest producer of in-mold labels (IMLs) and heat transfer labels (HTLs) and a major manufacturer of high-quality pressure sensitive, cut-and-stack and shrink sleeve labels. The Decorating Solutions Segment also provides digital, graphic and pre-press services, and produces printing cylinders and plates. Our Packaging Services Segment is a leading provider of promotional packaging, assembly and fulfillment services.

Decorating Solutions Segment:

In-Mold Labels (IMLs):

In 1980, Multi-Color invented the in-mold label (IML) in response to the increasing use of blow-molded plastic containers. Working in conjunction with both a customer and a leading supplier of blow-molded plastic containers, Multi-Color developed the label and the method of applying the heat-activated adhesive to the label. The NorthStar Print Group (NSPG) was acquired in January 2005, further strengthening the Company’s position in the IML market.

The in-mold process applies a label to a plastic container as the container is being formed in the mold cavity. The finished IML product is a finely detailed label that performs consistently well for plastic container manufacturers and adds marketing value and product security for consumer product companies.

Each component of the label production process requires a special expertise for success. The components include the substrate (the base material for the label), the cylinder (a laser-exposed gravure cylinder), inks (up to eight colors), overcoats and adhesives. We believe that our strength lies in several areas, two of which are the substrates used in the printing process and the production of the gravure cylinder (discussed below under Graphic Services). Multi-Color has developed proprietary substrates that we use in the printing process. There are several critical characteristics of a successful substrate. The material needs a proper coefficient of friction so that the finished label is easily and consistently picked up and applied to the blow-molded container. A second is the ability to hold the label’s inks, including metallics and fluorescents, overlay varnishes and adhesives. Still another characteristic is the ability to lay smoothly, without wrinkle or bulge, when applied to a very hot, just molded plastic container that will quickly shrink, along with the label, as its temperature falls. We continually search for new substrates to be used in the in-mold process in order to improve label performance and capabilities as well as to reduce substrate costs. A recent technology advance for Multi-Color in this area is the use of peel-away IML coupons, scented and holographic labels.

A product line that continues to gain interest is injection in-mold labeling. Historically, injection molded products have been decorated with pressure sensitive or direct print products. However, several years ago, injection in-mold technology was successfully developed in Europe. Several U.S. injection molding companies are exploring IML as a decorating method and we are a supplier of this technology. The majority of these products are printed using the lithographic printing process which is one of the technologies utilized at our Batavia, Ohio location.

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Pressure Sensitive Labels:

In 1999, Multi-Color purchased the assets of Buriot International, a Batavia, Ohio printer of specialized pressure sensitive and in-mold labels. With the Batavia plant near full production capacity in 2002, Multi-Color acquired Premier Labels, Inc. of Troy, OH. NSPG was acquired in January 2005, further strengthening the Company’s position in the pressure sensitive label market.

Pressure sensitive labels adhere to a surface with pressure. The label will usually consist of four elements—a base material, which may include paper, foil or plastic; an adhesive, which may be permanent or removable; a release coating; and a backing material to protect the adhesive against premature contact with other surfaces. The release coating and protective backing are removed prior to application to the container, exposing the adhesive, and the label is pressed or rolled into place. We have added several new application features in this area such as promotional neckbands, peel-away coupon and resealable labels, see through window graphics, and cold and hot foil stamping has been enhanced with the option of a holographic foil.

The pressure sensitive market is the largest single component of the overall label market and represents a significant growth opportunity. Our strategy is to be a premier supplier of pressure sensitive labels in categories that demand high impact graphics or are otherwise technically challenging.

Shrink Sleeve Labels:

Multi-Color moved into shrink sleeve labels and tamper evident neckbands through the acquisition of Uniflex Corporation in 2000. In 2004, the business was transitioned to the Company’s Scottsburg, IN plant, which houses rotogravure printing and conversion capabilities.

Shrink sleeve labels are produced in colorful, cutting edge styles and materials. The labels are manufactured as sleeves, slid over glass or plastic bottles and then heated to conform precisely to the contours of the container. The 360-degree label and tamper resistance feature of the label are marketing advantages that many of our customers look for when choosing this label type.

The shrink sleeve market is a fast growing decorating technology as consumer product companies look for ways to differentiate their products. A variety of markets within the consumer goods industry have adopted this decorating technology. Demand in the food and personal care markets continues to grow and should broaden the sales opportunities for shrink sleeve labels.

Heat Transfer Labels (HTLs):

In early 2003, Multi-Color acquired Avery Dennison’s Dec Tech division, which pioneered heat transfer label technology more than 40 years ago. Through this acquisition, Multi-Color became the world’s leading provider of heat transfer labels. With approximately 40% of its sales outside of the United States, the acquisition expanded Multi-Color’s sales base in Latin and South America, while adding narrow web gravure printing capabilities to the Company’s wide web gravure, flexographic and offset printing platforms. Additionally, the Company acquired the heat transfer business of International Playing Card and Label Co. Inc. (IPC&L) in 2003, which was subsequently integrated into the Company’s Framingham, MA facility.

Therimage^TM is the Company’s pioneer heat transfer label technology developed for plastic containers and health and beauty aid products. The addition of the Clear ADvantage^TM brand provides premium graphics on both glass and plastic containers for the health and beauty aid, beverage, household chemical and promotional markets.

Heat transfer labels are reverse printed and transferred off of a special release liner onto the container using heat and pressure. The labels are a composition of inks and lacquers tailored to the customer’s specific application needs. These labels are gravure printed for color flexibility and photographic replication. They are then shipped to blow molders and/or contract decorators who transfer the labels by way of Therimage^TM heat transfer machinery. Once applied, the labels are permanently adhered to the container. The graphics capabilities include fine vignettes, metallic and color change inks, as well as the patented “frost”, giving the appearance of acid-etch. HTLs provide a “no label” look. We recently added the new “ink only” and flameless heat transfer label technology to our capabilities in this area.

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Cut-and-Stack Labels:

In January 2005, Multi-Color made its seventh and largest acquisition through the purchase of the NorthStar Print Group, Inc. (NSPG). The NSPG acquisition added the cut-and-stack label technology to the Company’s product portfolio. Cut-and-stack labels are adhered to containers using an adhesive applied during the labeling process. Available in roll-fed and sheeted formats, the labels are an attractive and cost-effective choice for high volume applications. Multi-Color’s Norway, MI and Watertown, WI facilities supply both offset and rotogravure cut-and-stack labels printed on paper and film.

Multi-Color innovations within cut-and-stack labels include peel away promotional labels, thermochromics, holographics and metallized films. In addition to the cut-and-stack component and added in-mold and pressure sensitive capabilities, the acquisition of NSPG allows Multi-Color to offer promotional products such as scratch-off coupons, static clings and shelf talkers and tags.

Graphic Services:

Multi-Color has three graphic services facilities, all of which represent all-digital, pre-press operations that eliminate unnecessary costs and steps from the production cycle. Because we produce and engrave cylinders in-house, Multi-Color is able to reduce the full production cycle and minimize downtime if changes are required.

Erlanger, KY

Added to Multi-Color in 1991, this 6,000 square foot plant was the first facility in the U.S. with the capability to produce cylinders without the use of films. The plant manufactures gravure cylinders for internal use as well as for various gravure printers across the country. The facility employs a laser-exposing and chemical-engraved cylinder process developed by Think Laboratories in Japan and is currently the only cylinder manufacturer in the U.S. with this technology.

Watertown, WI

Acquired in January 2005 through the NSPG acquisition, this pre-press operation translates customer graphics into printable images and designs the layout of each set of cylinders for maximum efficiency. Located within Multi-Color’s 60,000 square foot label manufacturing facility in Watertown, WI, the graphic services group provides customers with proofs, product mock-ups and samples for market research.

Troy, OH

Acquired in 2001 through the Premiere Label acquisition, this flexographic pre-press operation converts customer graphics into printable images and designs the layout of each set of flexographic printing plates.

Packaging Services Segment:

Multi-Color’s Quick Pak facility, located in Cincinnati, Ohio, is a leading provider of promotional packaging design, sourcing and custom assembly services to major health and beauty brands, consumer product manufacturers and national retailers. Because many of our label customers utilize these types of packaging services, Quick Pak expands the service component of our business strategy and broadens our revenue stream by providing complimentary consumer packaging services that support our customers’ marketing strategies.

Quick Pak provides a broad range of assembly technologies and supply chain services, which include promotional design, turnkey assembly, shrink banding, shrink sleeving, shrink wrapping, display assembly, labeling, and distribution to customers’ stores. An automated sleeving line that was added in 2004 provides unit output up to 150 pieces per minute. Quick Pak relies on temporary associates as well as a permanent workforce to meet its staffing needs.

Quick Pak also provides a fully equipped on-site packaging design lab offering promotional tools that are designed to meet any customer price point. The lab works with two and three dimensional software programs that provide customers with a visual concept of the promotional product design. A single mold thermoforming unit allows the design team to provide prototypes for marketing and sales review. A complete ship testing process allows us to design final package requirements to assure shipments arrive undamaged to any destination. Our industry relationships provide customer access to a wide range of services or design requirements, and Quick Pak can provide all services, up to and including delivery, for customers that desire a turnkey solution for promotional products.

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RESEARCH AND DEVELOPMENT

Multi-Color’s product leadership group is comprised of 12 employees who focus on research and development, product commercialization and technical equipment support. The group includes chemical, packaging and field engineers who are responsible for developing and commercializing innovative label and application solutions. Technical service personnel also assist customers and container manufacturers in improving bottle and label performance. In this manner, we differentiate ourselves from many of our competitors and are often chosen for the most challenging projects.

Multi-Color’s research and development expenditures totaled $2,106,000 in fiscal 2005, $2,626,000 in fiscal 2004 and $1,320,000 in fiscal 2003.

SALES AND MARKETING

Multi-Color provides a complete line of label solutions, offering a variety of packaging, assembly and technical and graphic services. Our vision is to be a premier global resource of packaging services and decorating solutions. We sell to a broad range of consumer product and food and beverage companies located in North and South America. Our sales organization is divided along segment lines. The Decorating Solutions Segment sales organization has recently been re-aligned to match our primary customer types; national accounts, end users and container manufacturers. While a consumer product or food and beverage company is our primary customer, Multi-Color has a close working relationship with various container manufacturers to ensure a customer’s product goes to market successfully. We employ a total sales staff of 22 people across all segments. The sales organization includes representatives in the US, Canada and Mexico, maintaining a strong sales presence in those regions.

The sales strategy for the Decorating Solutions Segment is a consultative selling approach. As consultants, the sales organization reviews the requirements of the container and offers a number of alternative decorating methods. Thereby, Multi-Color is viewed as an expert source of both materials and methods and is able to evaluate numerous technologies and offer the most cost effective solution. The sales strategy for the Packaging Services Segment is to provide turnkey resources that keep the consumer on top of the competitive marketplace. The sales organization is designed to service the customer’s constantly changing promotional packaging needs.

Approximately 33% of our sales in fiscal 2005 were to The Procter & Gamble Company and 10% of our sales were to The Limited Brands. The loss or substantial reduction of the business of any of the major customers could have a material adverse effect on the Company.

MANUFACTURING

Headquartered in Cincinnati, OH, Multi-Color has nine facilities across the United States. The wide range of capabilities and versatility ensures Multi-Color’s ability to respond to changing customer needs. Multi-Color’s current printing equipment within the Decorating Solutions Segment consists of four gravure presses in Scottsburg, IN, an offset and two flexographic presses in the Batavia, OH plant, five flexographics presses in Troy, OH, and seven gravure printing presses in the Framingham, MA plant. The Norway, MI plant houses three rotogravure presses and Green Bay, WI has eight flexographic presses. The Watertown, WI plant is a state-of-the-art label finishing operation. The Norway, MI, Watertown, WI and Green Bay, WI plants are ISO 9001:2000 certified.

The Company upgraded the through-put capacity at its Scottsburg, IN plant through the purchase of a new seamer/rewinder for the shrink sleeve business. In addition, a state-of-the-art Schiavi 10-color rotogravure press was installed in September 2004 at the Scottsburg facility, to print both in-mold and shrink sleeve labels. In addition to the press, the Company installed an Adwest Thermal Oxidizer in the Scottsburg plant. The oxidizer is expected to improve the plant’s air emission control system and fuel efficiency. State-of-the-art quality inspection vision systems have been installed on printing presses at the Scottsburg plant as well as the Framingham plant, ensuring Multi-Color’s ability to manufacture high quality shrink sleeve, in-mold and heat transfer products for our customers.

At March 31, 2005 and 2004, the label backlog for the Decorating Solutions Segment was approximately $11,500,000 and $7,300,000, which represents 3-4 weeks of production volume at current staffing levels.

Our equipment in the Packaging Services Segment consists primarily of automatic conveyors, shrink wrap ovens, heat guns, jet coders and hot melt glue equipment. This segment has relied primarily on manual labor in order to meet customers’ packaging and fulfillment needs. In fiscal year 2005, automated shrink sleeve lines were added that provide high speed application of shrink sleeves labels to our customers’ packaging components. This service adds a printed sleeve to any component for promotional or cross brand reference. The Company has also invested in a state of the art warehouse management system that allows proactive warehouse receipt, put away, line replenishment, inventory management and shipment to our customers. This system extends the services we provide and allows our customers real time access to their inventory and status of orders. At March 31, 2005 and 2004, the backlog for the Packaging Services Segment was approximately $1,505,000 and $2,351,000 which represents 4 weeks of production volume at current staffing levels.

All backlogs as of March 31, 2005 are expected to be completed in the next fiscal year.

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EMPLOYEES

As of March 31, 2005, Multi-Color had approximately 826 employees, of which approximately 65 are represented by the International Printing and Graphic Communications Union, Local 663 and the Norway Local 77P. The related labor contracts with these unions expire in July 2007 and June 2005, respectively. The Company currently anticipates the successful ratification of a revised labor contract related to such contract that expires in June 2005. We consider our labor relations to be good and have not experienced any work stoppages during the previous ten years. Our Packaging Services Segment relies heavily on temporary labor personnel throughout the year. We have good, long-term relationships with several temporary staffing businesses to meet these needs. All human resource and compensation systems have been developed to align Multi-Color with the goals and objectives of our customers and shareholders.

RAW MATERIALS

Common to the printing industry, our Decorating Solutions Segment purchases proprietary products from a number of printing suppliers. To prevent potential disruptions to our manufacturing facilities, we have developed relationships with more than one supply source for each of our critical raw materials. Our raw material suppliers are major corporations, each demonstrating successful historical performance. Although the Company intends to prevent any long term business interruption due to the inability of obtaining raw materials, there could be short term manufacturing disruptions during the customer qualification period for any new raw material source.

Our Packaging Services Segment purchases various packaging materials such as corrugate, foam, plastics, adhesives and shrink film. These materials are readily available and can be obtained from a wide variety of vendors.

ACQUISITIONS

We are continually in pursuit of acquisitions that may contribute to Multi-Color’s growth. We believe that acquisitions are a method of increasing our presence in existing markets, expanding into new markets, gaining new product offerings and improving operating efficiencies through economies of scale. Through acquisitions, we plan to broaden Multi-Color’s revenue stream by providing complimentary consumer packaging services that support our customers’ marketing strategies. The printing industry is highly fragmented and offers many opportunities for acquisitions.

On January 25, 2005, we completed our largest acquisition to date, when we purchased specific assets and assumed certain liabilities of NSPG, further strengthening our position in the label market.

During fiscal 2004, we completed the acquisition of the heat transfer business of IPC&L. This acquisition further increased the number of customers for which we are providing heat transfer labels from our Framingham, MA plant.

During fiscal 2003, we completed two acquisitions. In May 2002, we completed the acquisition of certain assets and assumption of certain liabilities of Quick Pak, Inc. Quick Pak is based in Cincinnati, Ohio and supplies packaging services to the consumer packaging industry. This acquisition enabled us to expand the service component of Multi-Color’s business strategy and broaden Multi-Color’s revenue stream by providing complimentary consumer packaging services that support our customers’ marketing strategies. In January 2003, we acquired specific assets and assumed certain liabilities of the North and South American Decorating Technologies Division (“Dec Tech”) of Avery Dennison Corporation. Dec Tech is a supplier of heat transfer labels to the health & beauty aids, food and beverage industries.

We actively seek to identify and evaluate potential acquisition candidates and, from time to time, engage in discussions with such candidates. Completion of future acquisitions may or may not occur.

COMPETITION

Multi-Color has a large number of competitors in the traditional and pressure sensitive label markets and several principal competitors in each of the in-mold, shrink sleeve and heat transfer label markets. Some of these competitors in the traditional and pressure sensitive label markets have greater financial and other resources than us. The competitors in the in-mold, shrink sleeve and heat transfer label markets are either private companies or subsidiaries of public companies and we cannot assess the financial resources of these organizations. Multi-Color could be adversely affected should a competitor develop labels similar or technologically superior to our in-mold label. We believe competition is principally dependent upon product performance, service, pricing and technical support. Customer service, quality and qualification requirements present barriers to new entrants into Multi-Color’s markets.

The Packaging Services Segment’s competition is also largely dependent on customer service and price as well as the ability to demonstrate unrestricted capacity and superior quality.

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PATENTS AND LICENSES

We own a number of U.S. patents and patent applications that relate to the products and services we offer to our customers. Although these patents are important to us, we are not dependent upon any one patent. We believe that these patents, collectively, along with our ability to be a single source provider of many packaging needs provide us with a competitive advantage over our competition. The expiration or unenforceability of any of our patents would not have a material adverse effect on Multi-Color.

REGULATION

Our operations are subject to regulation by federal and state environmental protection agencies. To ensure ongoing compliance with federal and state environmental protection agency requirements, we have retained an outside environmental consultant to monitor environmental compliance. Additionally, Multi-Color continues to make capital investments to maintain compliance with federal and state environmental requirements and to improve our existing equipment as part of our ongoing environmental compliance strategy. However, there can be no assurances that these requirements will not require expenditures beyond those that are currently anticipated.

The United States Food and Drug Administration regulates the raw materials used in labels for food products. These regulations apply to the consumer product companies for which Multi-Color produces labels. Multi-Color uses materials specified by the consumer product companies in producing labels for food products.

ITEM 2. PROPERTIES

All of our properties are in good condition, are well maintained, and are adequate for Multi-Color’s intended uses.

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ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None during the fourth quarter of the fiscal year ended March 31, 2005.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Multi-Color’s shares trade in the over-the-counter market under the NASDAQ-NMS symbol LABL. The following table sets forth the high and low sales prices of Multi-Color’s common stock (“Common Stock”) as reported in the NASDAQ National Market System during fiscal years 2004 and 2005. Prices have been adjusted to reflect Multi-Color’s 3-for-2 stock split effective November 30, 2003. Multi-Color’s stock is thinly traded and accordingly, the prices below may not be indicative of prices at which a large number of shares can be traded or reflective of prices that would prevail in a more active market.

As of June 1, 2005, there were approximately 339 shareholders of record of the Common Stock.

The Company declared its first cash dividend of five cents per common share on February 1, 2005 which was paid on March 1, 2005. Multi-Color’s financing arrangements currently allow for the payment of $1,500,000 in annual dividends.

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ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the impact of acquisitions completed during recent fiscal years that would impact the comparability of the selected financial data noted above. In fiscal 2000, we acquired our Batavia, OH plant. In fiscal 2001, we acquired the Las Vegas, NV plant which was subsequently closed during fiscal 2004. In fiscal 2002, we acquired our Troy, OH plant. In fiscal 2003, we acquired the Framingham, MA plant as well as the Quick Pak plant located in Cincinnati, OH. In fiscal 2005, we acquired the Green Bay and Watertown, Wisconsin plants and the Norway, Michigan plant.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following discussion and analysis should be read in conjunction with Multi-Color’s Consolidated Financial Statements and notes thereto appearing elsewhere herein. In the accompanying analysis of financial information, we refer to certain data and information derived from our financial statements that are not required by U.S. generally accepted accounting principles (“GAAP”) to be presented in financial statements. Certain of these data are considered to be “non-GAAP financial measures” under the SEC regulations. The SEC regulations require supplemental explanation and reconciliation which can be found at the end of this Item 7.

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RESULTS Of OPERATIONS

The following table shows, for the periods indicated, certain components of Multi-Color’s consolidated statements of income as a percentage of net sales.

EXECUTIVE OVERVIEW

We provide a wide range of products and services for the packaging needs of our customers through two segments. Our Decorating Solutions Segment provides a complete line of label solutions for consumer product and food and beverage companies. Our Packaging Services Segment provides promotional packaging design, sourcing and custom assembly services to consumer product companies and national retailers. Our vision is to be a premier global resource of packaging services and decorating solutions. Currently, our customers are located throughout North, Central and South America. We monitor and analyze trends in the packaging industry in order to ensure that we are providing appropriate products and services to our customers. Certain factors that influence our business are consumer spending, new product introductions, new packaging technologies and demographics.

We achieved record revenues of $140 million and continued our record over the past seven years of double digit annual sales growth. Volume increases in our Decorating Solutions division following the acquisition of NSPG, coupled with productivity improvements during the second half of the year delivered strong earnings. Accretive sales from the NorthStar acquisition were $11.2 million from January 25, 2005 to March 31, 2005.

The implementation of a new $2 million business management information system was initiated during the year. The system allows visibility to real-time production data across all machine centers and allows improved control of inventory, order tracking, and production scheduling. The system is our most significant cost-reduction and continuous improvement tool implemented to date.

We completed a $5 million capital investment in our Scottsburg, IN facility, bringing on line a new state-of-the-art, 10-color rotogravure press. The press improves efficiencies and adds capacity to the plant’s daily production level of over nine million labels. Integrated operations teams, led by senior managers in Operations, IT and Integration, continue to improve our manufacturing system to yield ongoing cost reductions.

Over the past five years, we have made progress in expanding our customer base and portfolio of products, services and manufacturing locations in order to reduce our sales concentration with existing customers. We continue to examine business strategies to diversify our business.

Key objectives for fiscal year 2006 include winning new customers, growing existing customers, generating meaningful cost reductions and pursuing selective acquisitions.

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COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2005 and MARCH 31, 2004

Net Sales

The NSPG acquisition completed on January 25, 2005 accounted for approximately 90% of the total annual growth in net sales in fiscal 2005, with organic growth accounting for the remainder. The acquisition of NSPG contributed $11,200 in net sales in the Decorating Solutions Segment. Our Packaging Services Segment continued to experience growth with existing customers as well as gaining new customers.

Gross Profit

The increase in the consolidated gross profit as a percentage of sales is due to increased operational efficiencies and our successful integration of the NSPG acquisition within our Decorating Solutions Segment. The decrease in the Packaging Services Segment’s gross profit as a percentage of sales is due to shifts in service mix provided to customers.

SG&A

Selling, general and administrative expenses increased due to staff increases associated with our growth, amortization expense associated with intangibles and expenses associated with acquisitions, partially offset by a reduction in the loss on fixed asset disposals.

Plant Closure Costs and Impairment Loss

We closed the Las Vegas plant in March 2004 and recorded an impairment loss of $199 for certain assets that were not expected to be utilized in our other operating plants. At March 31, 2004, the plant had been closed and related plant closure costs had been recorded. Total severance costs of $77 were included in the plant closure costs of $897 and these severance costs were substantially paid in full at March 31, 2004. During 2005, such costs were minimal.

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Interest and Other (Income) Expense

Interest expense decreased slightly during 2005 primarily due to lower interest rates realized as a result of debt refinancings, partially offset by higher levels of debt incurred in connection with the NSPG acquisition in January 2005.

Income Tax Expense

Income tax expense increased due to higher pre-tax income and a higher effective tax rate. The effective tax rate for fiscal 2005 is 38.4% versus 37.5% for fiscal 2004 and increased primarily due to higher state taxes.

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2004 and MARCH 31, 2003

Net Sales

Acquisitions completed in fiscal 2003 and 2004 accounted for approximately 60% of the total annual growth in net sales in fiscal 2004 with organic growth accounting for the remainder of the growth. Our Packaging Services Segment has experienced increased activity with existing customers as well as gaining new customers. The growth in the Decorating Solutions Segment was primarily a result of the Dec Tech acquisition completed in January 2003. The consolidated organic growth rate in fiscal 2004 of 11% was primarily due to the significant growth experienced by the Packaging Services Segment.

Gross Profit

The increase in consolidated gross profit is a result of the increase in sales. The decrease in the gross profit as a percentage of sales for the consolidated company as well as the Decorating Solutions Segment is due to the unfavorable operating results of the Las Vegas plant. This plant experienced operational difficulties and in conjunction with our manufacturing consolidation plan announced in December 2003, this plant was closed in March 2004. All existing heat shrink business was transferred to one of our other plants to better utilize press capacity. Excluding the gross profit shortfall generated by the Las Vegas plant, our consolidated gross profit for fiscal 2004 was $25,187 and consolidated gross profit as a percentage of sales was 20%, an improvement over fiscal 2003.

The increase in the Packaging Services Segment’s gross profit as a percentage of sales is due to increased volume and improved productivity on the product assembly lines.

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SG&A

Selling, general and administrative expenses increased due to our continued investment in sales and marketing programs as well as additional expenses of acquisitions. We have also increased administrative staffing to effectively manage our growth.

Plant Closure Costs and Impairment Loss

As discussed above, we closed the Las Vegas plant in March 2004. When the announcement was made in December 2003 of the plant closure, we reviewed our assets in the Las Vegas plant for impairment issues. We recorded an impairment loss of $199 for certain assets that were not expected to be utilized in our other operating plants. At March 31, 2004, the plant had been closed and all related plant closure costs have been recorded. Total severance costs of $77 were included in the plant closure costs and these severance costs have substantially been paid in full at March 31, 2004. Any remaining payments were made during the first quarter of fiscal 2005.

Interest and Other Expense

Interest expense decreased $314 in fiscal 2004 due to the continued reduction in debt resulting from scheduled debt payments made during the fiscal year. A portion of the decrease in interest expense relates to the interest savings realized by Multi-Color in conjunction with the November 2003 purchase of the Scottsburg, IN plant. We previously leased this plant and had recorded the lease as a capital lease. We obtained a term loan for $3,600 in order to finance the purchase at interest rates substantially below those in the capital lease.

Income Tax Expense

Income tax expense and the effective tax rate decreased from fiscal 2003 in spite of increased pre tax income due to Multi-Color earning and recognizing state tax investment credits. The effective tax rate for fiscal 2004 is 37.5% versus 38.0% for fiscal 2003.

Critical Accounting Policies and Estimates

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America which require us to establish accounting policies and to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates on historical experience and on other assumptions that we believe to be relevant under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Critical accounting policies include those policies that involve significant judgments and uncertainties. We believe that the following policies are critical accounting policies. For further information on these policies and other significant accounting policies, see Note 2 in the notes to the Consolidated Financial Statements.

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Accounts Receivable

Our customers are primarily major consumer brand companies and container manufacturers. Accounts receivable consist of amounts due from customers in connection with our normal business activities. Accounts receivable include an allowance for doubtful accounts to reflect the expected losses of accounts receivable based on past collection history and specific individual risks identified. Losses may also depend to some degree on future economic conditions. Although these conditions are unknown to us and may result in additional credit losses, we do not anticipate significant adverse credit circumstances in fiscal 2006.

Goodwill and Other Acquired Intangible Assets

We test goodwill and other intangible assets for impairment annually and/or whenever events or circumstances make it more likely than not that an impairment may have occurred. The impairment test is completed based upon our assessment of the estimated fair value of goodwill and other intangible assets. For purposes of these tests, we have determined that each segment of Multi-Color is one reporting unit.

The annual review for impairment of goodwill requires the use of estimates and assumptions which we believe are appropriate. Application of different estimates and assumptions or reviewing goodwill at a different reporting unit level could produce different results.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that assets might be impaired and the related carrying amounts may not be recoverable. The determination of whether an impairment has occurred involves various estimates and assumptions, including the determination of the undiscounted cash flows estimated to be generated by the assets involved in the review. The cash flow estimates are based upon our historical experience, adjusted to reflect estimated future market and operating conditions. Measurement of an impairment loss requires a determination of fair value. We base our estimates of fair values on quoted market prices when available, independent appraisals as appropriate and industry trends or other market knowledge.

Income Taxes

According to the provisions of SFAS No. 109 “Accounting for Income Taxes”, income taxes are recorded based on the current year amounts payable or refundable, as well as the consequences of events that give rise to deferred tax assets and liabilities. Deferred tax assets and liabilities result from temporary differences between the tax basis and reported book basis of assets and liabilities and result in taxable or deductible amounts in future years. Our accounting for deferred taxes involves certain estimates and assumptions that we believe are appropriate. Future changes in regulatory tax laws and/or different positions held by taxing authorities may affect the value recorded for deferred taxes.

Liquidity and Capital Resources

Cash flows from operations were $12,588 in 2005 and $9,964 in 2004, and increased primarily due to an increase in net income.

Cash flows used in investing activities were $32,931 in 2005 and $6,490 in 2004. Increase in cash used is primarily due to the acquisition of NSPG in January 2005 for $27,777.

Capital expenditures were $5,174 in 2005 and $6,248 in 2004. Capital expenditures were funded either through cash flow from operations or through borrowing under the Company’s credit agreement. Capital expenditures in 2005 related primarily to a new gravure press in our Scottsburg, IN plant and a new business information system. Budgeted capital expenditures for 2006 of approximately $6,000 are expected to be funded from operating cash flows.

In 2005, Multi-Color amended its credit agreement in order to provide for a Revolving Line of Credit (Revolver) up to a maximum of $10,000 and a Non-Revolving Line of Credit Facility (Non-Revolver) not to exceed $45,000, of which $20,000 was borrowed in connection with the acquisition of NSPG. The lenders have no obligation to make any advances under the Non-Revolver after the “Draw Termination” date of January 24, 2006. Under the terms of the amended credit agreement, Multi-Color is subject to several financial covenants. The financial covenants require Multi-Color to maintain certain leverage and fixed charge ratios as well as maintain a minimum net worth. We were in compliance with all covenants during 2005. Our amended credit agreement allows us to pay dividends up to $1,500 in any given year. The amended credit agreement expires August 1, 2007.

Available borrowings under the credit agreement at March 31, 2005 consisted of $8,640 under the Revolver and $25,000 under the Non-Revolver.

We believe that cash flow from operations and availability under the credit agreement, as amended, are sufficient to meet our capital requirements and debt service requirements for fiscal 2006 and for the next several fiscal years. From time to time, we

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review potential acquisitions of businesses. While we have no present commitments to acquire any businesses that would have a material impact on Multi-Color’s financial position or results of operations, any such acquisition would require us to issue additional equity or incur additional debt.

The following table summarizes the Company’s contractual obligations as of March 31, 2005 (thousands):

Inflation

We do not believe that our operations have been materially affected by inflation.

Financial Measures That Supplement GAAP

We referred to data derived from consolidated financial statements but not required by GAAP to be presented in financial statements. Certain of these data are considered to be “non-GAAP financial measures” under the SEC regulations. Specifically, we referred to net income excluding the plant closure costs and impairment loss and gross profit excluding the gross profit shortfall generated by the Las Vegas plant. We believe these costs to be unusual items and believe that investors may find it helpful to see the measures noted above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (THOUSANDS)

Multi-Color is exposed to market risks from changes in interest rates on certain of its outstanding debt. The outstanding loan balance under our bank credit facility bears interest at a variable rate based on prevailing short-term interest rates in the United States and Europe. Based on the average outstanding debt in fiscal 2005, a 100 basis point change in the interest rate would change interest expense by approximately $250. In fiscal 2005, we entered into two interest rate swap agreements in order to provide a hedge against a portion of our variable interest rate debt and as a result, approximately 51% of total debt at March 31, 2005 was variable interest rate debt. The market value of these swaps is $261 at March 31, 2005 and is included in other assets on the consolidated balance sheet. In fiscal 2004, we did not use financial or derivative instruments to manage our interest risks. Multi-Color has minimal foreign exchange risks.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements and Financial Statement Schedules

CONSOLIDATED FINANCIAL STATEMENTS

All financial statement schedules have been omitted because either they are not required or the information is included in the financial statements and notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and

Stockholders of Multi-Color Corporation:

We have audited the accompanying consolidated balance sheets of Multi-Color Corporation (an Ohio corporation) and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Multi-Color Corporation and subsidiaries as of March 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

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CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended March 31

(In thousands, except per share data)

The accompanying notes are an integral part of the consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

As of March 31

(In thousands, except per share data)

The accompanying notes are an integral part of the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended March 31

(In thousands, except per share data)