##### Table of Contents





SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File #0-16148





Multi-Color Corporation

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|OHIO                                                           |  | 31-1125853                       
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer
Identification No.)

4053 Clough Woods Dr.

Batavia, Ohio 45103

(Address of principal executive offices)

Registrants telephone number  (513) 381-1480





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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈     No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated Filer |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|Non-accelerated Filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.

Common shares, no par value  13,216,070 (as of July 30, 2010)









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##### Table of Contents

MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS



|                               |  |                                                                                                             |  |     
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                             |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                                            
|                               |  |                                                                                                            
|Item 1.                        |  | Financial Statements (Unaudited)                                                                            |  |     
|                               |  |                                                                                                            
|                               |  | Condensed Consolidated Statements of Income for the Three Months Ended June 30, 2010 and June 
30, 2009     |  | 3   
|                               |  |                                                                                                            
|                               |  | Condensed Consolidated Balance Sheets at June 30, 2010 and March 31, 2010                                   |  | 4   
|                               |  |                                                                                                            
|                               |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2010 and June 
30, 2009 |  | 5   
|                               |  |                                                                                                            
|                               |  | Notes to Condensed Consolidated Financial Statements                                                        |  | 6   
|                               |  |                                                                                                            
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                       |  | 12  
|                               |  |                                                                                                            
|Item 3.                        |  | Quantitative and Qualitative Disclosures about Market Risk                                                  |  | 17  
|                               |  |                                                                                                            
|Item 4.                        |  | Controls and Procedures                                                                                     |  | 17  
|                              
|PART II  OTHER INFORMATION   
|                               |  |                                                                                                            
|Item 1.                        |  | Legal Proceedings                                                                                           |  | 18  
|                               |  |                                                                                                            
|Item 1A.                       |  | Risk Factors                                                                                                |  | 18  
|                               |  |                                                                                                            
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                 |  | 18  
|                               |  |                                                                                                            
|Item 3.                        |  | Defaults upon Senior Securities                                                                             |  | 18  
|                               |  |                                                                                                            
|Item 5.                        |  | Other Information                                                                                           |  | 18  
|                               |  |                                                                                                            
|Item 6.                        |  | Exhibits                                                                                                    |  | 18  
|                               | 
|Signatures                     |  | 19                                                                                                         



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MULTI-COLOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In
thousands, except per share data)



|                                                     |  |                    |        |   |               |   |        |  
|---------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                                     |  | Three Months Ended |       
|                                                     |  | June 30, 2010      |        |   | June 30, 2009 |  
|Net revenues                                         |  | $                  | 74,146 |   |               | $ | 69,658 |  
|Cost of revenues                                     |  |                    | 59,158 |   |               |   | 56,703 |  
|                                                     |  |                    |        |   |               |   |        |  
|Gross profit                                         |  |                    | 14,988 |   |               |   | 12,955 |  
|Selling, general and administrative expenses         |  |                    | 8,380  |   |               |   | 6,280  |  
|                                                     |  |                    |        |   |               |   |        |  
|Operating income                                     |  |                    | 6,608  |   |               |   | 6,675  |  
|Interest expense                                     |  |                    | 1,208  |   |               |   | 1,229  |  
|Other (income) expense, net                          |  |                    | (44    | ) |               |   | (136   | )
|                                                     |  |                    |        |   |               |   |        |  
|Income before income taxes                           |  |                    | 5,444  |   |               |   | 5,582  |  
|Income tax expense                                   |  |                    | 1,699  |   |               |   | 1,597  |  
|                                                     |  |                    |        |   |               |   |        |  
|Net income                                           |  | $                  | 3,745  |   |               | $ | 3,985  |  
|                                                     |  |                    |        |   |               |   |        |  
|Basic earnings per common share                      |  | $                  | 0.31   |   |               | $ | 0.33   |  
|Diluted earnings per common share                    |  | $                  | 0.30   |   |               | $ | 0.32   |  
|Dividends per common share                           |  | $                  | 0.05   |   |               | $ | 0.05   |  
|                                                     |  |                    |        |   |               |   |        |  
|Weighted average shares and equivalents outstanding: |  |                    |        |   |               |   |        |  
|                                                     |  |                   
|Basic                                                |  |                    | 12,243 |   |               |   | 12,201 |  
|Diluted                                              |  |                    | 12,332 |   |               |   | 12,298 |  
|                                                     |  |                    |        |   |               |   |        |  

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



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MULTI-COLOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In
thousands, except per share data)



|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------- | - | ------- | -
|                                                                                                                                                                                         |  | June 30,2010 |         |   | March 31,2010 |  
|ASSETS                                                                                                                                                                                   |  |              |         |   |               |   |         |  
|Current assets:                                                                                                                                                                          |  |              |         |   |               |   |         |  
|Cash and cash equivalents                                                                                                                                                                |  | $            | 5,638   |   |               | $ | 8,149   |  
|Accounts receivable, net of allowance of $471 and $533 at June 30, 2010 and March 31, 2010,
respectively                                                                                 |  |              | 33,506  |   |               |   | 32,546  |  
|Inventories                                                                                                                                                                              |  |              | 22,467  |   |               |   | 19,528  |  
|Deferred tax asset                                                                                                                                                                       |  |              | 2,354   |   |               |   | 2,418   |  
|Prepaid expenses and other                                                                                                                                                               |  |              | 1,720   |   |               |   | 1,240   |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total current assets                                                                                                                                                                     |  |              | 65,685  |   |               |   | 63,881  |  
|Assets held for sale                                                                                                                                                                     |  |              | 531     |   |               |   | 531     |  
|Property, plant and equipment, net                                                                                                                                                       |  |              | 83,842  |   |               |   | 84,349  |  
|Goodwill                                                                                                                                                                                 |  |              | 110,507 |   |               |   | 117,120 |  
|Intangible assets, net                                                                                                                                                                   |  |              | 15,476  |   |               |   | 16,829  |  
|Deferred financing fees and other                                                                                                                                                        |  |              | 732     |   |               |   | 531     |  
|Deferred tax asset                                                                                                                                                                       |  |              | 1,906   |   |               |   | 2,101   |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total assets                                                                                                                                                                             |  | $            | 278,679 |   |               | $ | 285,342 |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                     |  |              |         |   |               |   |         |  
|Current liabilities:                                                                                                                                                                     |  |              |         |   |               |   |         |  
|Current portion of long-term debt                                                                                                                                                        |  | $            | 10,000  |   |               | $ | 10,001  |  
|Accounts payable                                                                                                                                                                         |  |              | 25,465  |   |               |   | 22,125  |  
|Accrued income taxes                                                                                                                                                                     |  |              | 899     |   |               |   | 1,353   |  
|Accrued and other liabilities                                                                                                                                                            |  |              | 3,444   |   |               |   | 4,113   |  
|Accrued payroll and benefits                                                                                                                                                             |  |              | 6,101   |   |               |   | 6,355   |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total current liabilities                                                                                                                                                                |  |              | 45,909  |   |               |   | 43,947  |  
|Long-term debt                                                                                                                                                                           |  |              | 72,030  |   |               |   | 75,642  |  
|Deferred tax liability                                                                                                                                                                   |  |              | 9,768   |   |               |   | 9,053   |  
|Other liabilities                                                                                                                                                                        |  |              | 10,539  |   |               |   | 10,072  |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total liabilities                                                                                                                                                                        |  | $            | 138,246 |   |               | $ | 138,714 |  
|Commitments and contingencies                                                                                                                                                            |  |              |         |   |               |   |         |  
|Stockholders equity:                                                                                                                                                                    |  |              |         |   |               |   |         |  
|Preferred stock, no par value, 1,000 shares authorized, no shares outstanding                                                                                                            |  |              |        |   |               |   |        |  
|Common stock, no par value, stated value of $0.10 per share; 25,000 shares authorized, 12,336 and 12,361 shares issued and
outstanding at June 30, 2010 and March 31, 2010, respectively |  |              | 577     |   |               |   | 577     |  
|Paid-in capital                                                                                                                                                                          |  |              | 64,375  |   |               |   | 64,606  |  
|Treasury stock, 62 and 36 shares at cost at June 30, 2010 and March 31, 2010, respectively                                                                                               |  |              | (536    | ) |               |   | (239    | )
|Restricted stock                                                                                                                                                                         |  |              | (709    | ) |               |   | (1,780  | )
|Retained earnings                                                                                                                                                                        |  |              | 90,607  |   |               |   | 87,479  |  
|Accumulated other comprehensive income (loss)                                                                                                                                            |  |              | (13,881 | ) |               |   | (4,015  | )
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total stockholders equity                                                                                                                                                               |  |              | 140,433 |   |               |   | 146,628 |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  
|Total liabilities and stockholders equity                                                                                                                                               |  | $            | 278,679 |   |               | $ | 285,342 |  
|                                                                                                                                                                                         |  |              |         |   |               |   |         |  

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



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MULTI-COLOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In
thousands)



|                                                                                  |  |                    |         |   |               |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                                                                  |  | Three Months Ended |        
|                                                                                  |  | June 30, 2010      |         |   | June 30, 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                    |         |   |               |   |         |  
|Net income                                                                        |  | $                  | 3,745   |   |               | $ | 3.985   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                    |         |   |               |   |         |  
|Depreciation                                                                      |  |                    | 2,646   |   |               |   | 2,833   |  
|Amortization                                                                      |  |                    | 468     |   |               |   | 429     |  
|Net (gain) loss on disposal of equipment                                          |  |                    | (37     | ) |               |   | 2       |  
|Increase in non-current deferred compensation                                     |  |                    | 14      |   |               |   | 29      |  
|Stock based compensation expense                                                  |  |                    | 1,279   |   |               |   | 550     |  
|Impairment loss on long-lived assets                                              |  |                    |        |   |               |   | 27      |  
|Deferred taxes, net                                                               |  |                    | 932     |   |               |   | 321     |  
|Net (increase) decrease in accounts receivable                                    |  |                    | (2,100  | ) |               |   | (78     | )
|Net (increase) decrease in inventories                                            |  |                    | (3,295  | ) |               |   | (147    | )
|Net (increase) decrease in prepaid expenses and other                             |  |                    | (126    | ) |               |   | 453     |  
|Net increase (decrease) in accounts payable                                       |  |                    | 3,913   |   |               |   | (756    | )
|Net increase (decrease) in accrued liabilities and other                          |  |                    | (1,705  | ) |               |   | (557    | )
|Net increase (decrease) in deferred revenues                                      |  |                    | (25     | ) |               |   | (48     | )
|                                                                                  |  |                    |         |   |               |   |         |  
|Cash provided by operating activities                                             |  |                    | 5,709   |   |               |   | 7,043   |  
|                                                                                  |  |                    |         |   |               |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                    |         |   |               |   |         |  
|Capital expenditures                                                              |  |                    | (4,354  | ) |               |   | (1,162  | )
|Net refund of escrow on acquisition of business                                   |  |                    |        |   |               |   | 177     |  
|Acquisition of business                                                           |  |                    | (451    | ) |               |   |        |  
|Proceeds from sale of plant and equipment                                         |  |                    | 253     |   |               |   | 70      |  
|                                                                                  |  |                    |         |   |               |   |         |  
|Cash used in investing activities                                                 |  |                    | (4,552  | ) |               |   | (915    | )
|                                                                                  |  |                    |         |   |               |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                    |         |   |               |   |         |  
|Borrowings under revolving line of credit                                         |  |                    | 16,271  |   |               |   | 13,691  |  
|Payments under revolving line of credit                                           |  |                    | (16,298 | ) |               |   | (17,259 | )
|Repayment of long-term debt                                                       |  |                    | (2,500  | ) |               |   | (2,500  | )
|Proceeds from issuance of common stock                                            |  |                    | 17      |   |               |   |        |  
|Capitalized loan fees                                                             |  |                    | (250    | ) |               |   |        |  
|Dividends paid                                                                    |  |                    | (617    | ) |               |   | (617    | )
|                                                                                  |  |                    |         |   |               |   |         |  
|Cash used in financing activities                                                 |  |                    | (3,377  | ) |               |   | (6,685  | )
|Effect of exchange rate changes on cash                                           |  |                    | (291    | ) |               |   | 539     |  
|                                                                                  |  |                    |         |   |               |   |         |  
|Net decrease in cash                                                              |  |                    | (2,511  | ) |               |   | (18     | )
|Cash and cash equivalents, beginning of period                                    |  |                    | 8,149   |   |               |   | 3,194   |  
|                                                                                  |  |                    |         |   |               |   |         |  
|Cash and cash equivalents, end of period                                          |  | $                  | 5,638   |   |               | $ | 3,176   |  
|                                                                                  |  |                    |         |   |               |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |  |                    |         |   |               |   |         |  
|Interest paid                                                                     |  | $                  | 1,039   |   |               | $ | 1,114   |  
|Income taxes paid, net of refunds received                                        |  | $                  | 1,609   |   |               | $ | 361     |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:                                   |  |                    |         |   |               |   |         |  
|Change in interest rate swap liability fair value                                 |  | $                  | (342    | ) |               | $ | 1,113   |  

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



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MULTI-COLOR CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In
thousands except per share data)



|Item 1. | Financial Statements (continued)
|------- | --------------------------------

1.
Description of Business and Significant Accounting Policies

The Company:

Multi-Color Corporation (the Company), headquartered in Cincinnati, Ohio, is a leader in global label solutions supporting a number of the worlds
most prominent brands including leading producers of home and personal care, wine and spirit, food and beverage and specialty consumer products. MCC serves national and international brand owners in North, Central and South America, Europe,
Australia, New Zealand and South Africa with a comprehensive range of the latest label technologies in Pressure Sensitive, Cut and Stack, In-Mold, Shrink Sleeve and Heat Transfer.

Basis of Presentation:

The condensed
consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Although certain information and footnote disclosures,
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), have been condensed or omitted pursuant to such rules and regulations, the Company believes that the
disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys 2010 Annual
Report on Form 10-K.

The information furnished in these condensed consolidated financial statements reflects all estimates and adjustments
which are, in the opinion of management, necessary to present fairly the results for the interim periods reported.

The condensed consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to current year
classifications.

Use of Estimates in Financial Statements:

In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition:

The
Company recognizes revenue on sales of products when the customer receives title to the goods, which is generally upon shipment or delivery depending on sales terms. Revenues are generally denominated in the currency of the country from which the
product is shipped. All revenues are net of applicable returns and discounts.

Inventories:

Inventories are valued at the lower of cost or market value and are maintained using the FIFO (first-in, first-out) or specific identification method.
Excess and obsolete cost reductions are generally established based on inventory age.

Accounts Receivable:

Our customers are primarily major consumer product, food, and wine and spirit companies and container manufacturers. Accounts receivable consist of
amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts
receivable based on past collection history, age and specific individual risks identified. Losses may also depend to some degree on current and future economic conditions. Although future conditions are unknown to us and may result in additional
credit losses, we do not anticipate significant adverse credit circumstances in fiscal 2011. If we are unable to collect all or part of the outstanding receivable balance, there could be a material impact on the Companys operating results and
cash flows.

Property, Plant and Equipment:

Property, plant and equipment are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows:



|                        |  |            
|----------------------- |  | -----------
|Buildings               |  | 20-39 years
|Machinery and equipment |  | 3-15 years 
|Computers               |  | 3-5 years  
|Furniture and fixtures  |  | 5-10 years 



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Goodwill and Intangible Assets:

Goodwill is not amortized and the Company tests goodwill annually, as of the last day of February of each fiscal year, for impairment by comparing the
fair value of the reporting unit goodwill to its carrying amount. Impairment is also tested when events or changes in circumstances indicate that the assets carrying values may be greater than the fair values. Intangible assets with definite
useful lives are amortized using the straight-line method, which estimates the economic benefit, over periods of up to thirteen years. Intangible assets are also tested for impairment when events or changes in circumstances indicate that the
assets carrying values may be greater than the fair values.

Income Taxes:

Deferred income tax assets and liabilities are provided for temporary differences between the tax basis and reported basis of assets and liabilities that
will result in taxable or deductible amounts in future years.

Derivative Financial Instruments:

The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the balance sheet at
fair value and recognizing the resulting gains or losses as adjustments to earnings or other comprehensive earnings. The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

The Company manages interest costs using a mixture of fixed rate and variable rate debt. Additionally, the Company enters into interest rate swaps
whereby it agrees to exchange with a counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The Companys interest rate swaps have been designated as effective cash flow hedges at inception and on an ongoing quarterly basis and therefore,
any changes in fair value are recorded in other comprehensive earnings. If a hedge or portion thereof is determined to be ineffective, any changes in fair value would be recorded in the consolidated income statement. See Note 7.

The Company manages foreign currency exchange rate risk by entering into forward currency contracts. The forward contracts have been designated as
effective fair value hedges at inception and on an ongoing quarterly basis and therefore, any changes in fair value are recorded in earnings. See Note 7.

Fair Value Disclosure:

The carrying
value of financial instruments approximates fair value.

The Company defines fair value as the price that would be received to sell an asset,
or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a fair value estimating three-level hierarchy that
prioritizes the use of observable inputs. The three levels are:

Level 1  Quoted market prices in active markets for
identical assets and liabilities

Level 2  Observable inputs other than quoted market prices in active markets for
identical assets and liabilities

Level 3  Unobservable inputs

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

The Company has two interest rate swaps, a $40,000 non-amortizing swap and a $40,000 amortizing swap, to convert variable interest rates on a portion of
outstanding debt to fixed interest rates. The Company adjusts the carrying value of these derivatives to their estimated fair values and records the adjustment in other comprehensive earnings.

The Company has two forward currency hedges to fix the U.S. dollar value of a press to be purchased in Euros and delivered to the Batavia plant. The
forward contracts are designated as fair value hedges. The Company adjusts the carrying value of these derivatives to their estimated fair values and records the adjustment in earnings.

Foreign Exchange:

The functional
currency of each of the Companys subsidiaries is the currency of the country in which the subsidiary operates. Assets and liabilities of foreign operations are translated using period end exchange rates, and revenues and expenses are
translated using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive earnings as a component of stockholders equity. See Note 10.

Stock Based Compensation:

The Company
accounts for stock based compensation based on the fair value of the award which is recognized as expense over the requisite service period. The Companys stock based compensation expense for the three months ended June 30, 2010 and 2009
was $1,279 and $550, respectively.

Subsequent Events:

The Company evaluated subsequent events through the date the financial statements were issued, and noted no material subsequent events had occurred other
than the Guidotti CentroStampa S.p.A. acquisition, effective July 1, 2010. See Note 13.



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New Accounting Pronouncements:

In April 2010, the Financial Accounting Standards Board (FASB) issued revised accounting guidance to address whether an employee stock option should be
classified as a liability or as an equity instrument if the exercise price is denominated in the currency in which a substantial portion of the entitys equity securities trades. That currency may differ from the entitys functional
currency and from the payroll currency of the employee receiving the option. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, which for the Company is
April 1, 2011. This guidance is not expected to have an impact on the Company.

2. Earnings Per Common Share

The computation of basic earnings per common share (EPS) is based upon the weighted average number of common shares outstanding during the period. Diluted
EPS is computed using the weighted average number of shares, and if dilutive, potential common shares outstanding during the period. Potential common shares outstanding during the period consist of restricted shares and the incremental common shares
issuable upon the exercise of stock options and are reflected in diluted EPS by application of the treasury stock method. The Company excluded 756 and 659 shares in the three months ended June 30, 2010 and 2009, respectively, from the
computation of diluted EPS because these shares would have an anti-dilutive effect.

The following is a reconciliation of the number of shares
used in the basic EPS and diluted EPS computations (shares in thousands):



|                                                       |  |                            |  |                |       |   |        |        |                |   |       |  
|------------------------------------------------------ |  | -------------------------- |  | -------------- | ----- | - | ------ | ------ | -------------- | - | ----- | -
|                                                       |  | Three Months EndedJune
30, | 
|                                                       |  | 2010                       |  |                | 2009  |  
|                                                       |  | Shares                     |  | PerShareAmount |       |   | Shares |        | PerShareAmount |  
|Basic EPS                                              |  | 12,243                     |  | $              | 0.31  |   |        | 12,201 |                | $ | 0.33  |  
|Effect of dilutive stock options and restricted shares |  | 89                         |  |                | (0.01 | ) |        | 97     |                |   | (0.01 | )
|                                                       |  |                            |  |                |       |   |        |        |                |   |       |  
|Diluted EPS                                            |  | 12,332                     |  | $              | 0.30  |   |        | 12,298 |                | $ | 0.32  |  
|                                                       |  |                            |  |                |       |   |        |        |                |   |       |  

3. Inventories

Inventories are comprised of the following:



|                   |  |              |        |   |               |   |        |  
|------------------ |  | ------------ | ------ | - | ------------- | - | ------ | -
|                   |  | June 30,2010 |        |   | March 31,2010 |  
|Finished goods     |  | $            | 11,185 |   |               | $ | 12,267 |  
|Work in process    |  |              | 3,106  |   |               |   | 2,390  |  
|Raw materials      |  |              | 8,844  |   |               |   | 5,730  |  
|                   |  |              |        |   |               |   |        |  
|                   |  |              | 23,135 |   |               |   | 20,387 |  
|Inventory reserves |  |              | (668   | ) |               |   | (859   | )
|                   |  |              |        |   |               |   |        |  
|                   |  | $            | 22,467 |   |               | $ | 19,528 |  
|                   |  |              |        |   |               |   |        |  

4. Debt

The components of the Companys debt consisted of the following:



|                                                                                                                                                                        |  |              |         |   |               |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------- | - | ------- | -
|                                                                                                                                                                        |  | June 30,2010 |         |   | March 31,2010 |  
|U.S. Revolving Credit Facility, 2.00% and 1.66% weighted average variable interest rate at June 30, 2010 and March 31,
2010, respectively, due 2013                     |  | $            | 43,000  |   |               | $ | 45,000  |  
|Australian Sub-Facility, 6.18% and 5.63% variable interest rate at June 30, 2010 and March 31, 2010, respectively, due
in 2013                                          |  |              | 11,530  |   |               |   | 10,642  |  
|Term Loan Facility, 1.91% and 1.67% variable interest rate at June 30, 2010 and March 31, 2010, respectively, due in
quarterly installments of $2,500 from 2009 to 2013 |  |              | 27,500  |   |               |   | 30,000  |  
|Capital leases                                                                                                                                                          |  |              |        |   |               |   | 1       |  
|Less current portion of debt                                                                                                                                            |  |              | (10,000 | ) |               |   | (10,001 | )
|                                                                                                                                                                        |  |              |         |   |               |   |         |  
|                                                                                                                                                                        |  | $            | 72,030  |   |               | $ | 75,642  |  
|                                                                                                                                                                        |  |              |         |   |               |   |         |  

On February 29, 2008 and in connection with the Collotype acquisition, the Company executed a five-year $200 million
credit agreement with a consortium of bank lenders (Credit Facility) that expires in 2013. The Credit Facility contains an election to increase the facility by up to an additional $50 million and the Company terminated its previous $50 million
credit facility. At June 30, 2010, the aggregate principal amount of $177.5 million is available under the Credit Facility through: (i) a $110 million five-year revolving credit facility (U.S. Revolving Credit Facility);
(ii) the Australian dollar equivalent of a $40 million five-year revolving credit facility (Australian Sub-Facility); and (iii) a $27.5 million term loan facility (Term Loan Facility), which amortizes $10 million
per year.



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The Credit Facility may be used for working capital, capital expenditures and other corporate purposes.
Loans under the U.S. Revolving Credit Facility and Term Loan Facility bear interest either at: (i) the greater of (a) Bank of Americas prime rate in effect from time to time; and (b) the federal funds rate in effect from time to
time plus 0.5%; or (ii) the applicable London interbank offered rate plus the applicable margin for such loans which ranges from 0.75% to 2.00% based on the Companys leverage ratio at the time of the borrowing. Loans under the Australian
Sub-Facility bear interest at the Bank Bill Swap Bid Rate (BBSY) plus the applicable margin for such loans, which ranges from 0.75% to 2.00% based on the Companys leverage ratio at the time of the borrowing.

Available borrowings under the Credit Facility at June 30, 2010 consisted of $65,740 under the U.S. Revolving Credit Facility and $28,470 under the
Australian Sub-Facility.

The Credit Facility contains customary representations and warranties as well as customary negative and affirmative
covenants which requires the Company to maintain the following financial covenants: (i) a minimum consolidated net worth; (ii) a maximum consolidated leverage ratio of 3.25 to 1.00, stepping down to 3.00 to 1.00 at December 31, 2010
and for each fiscal quarter thereafter; and (iii) a minimum consolidated interest charge coverage ratio of 3.50 to 1.00. The Credit Facility contains customary mandatory and optional prepayment provisions, customary events of default, and is
secured by the capital stock of subsidiaries, intercompany debt and all of the Companys property and assets, but excluding real property. The Company is in compliance with all covenants under the Credit Facility.

The Credit Facility was amended effective July 1, 2010 in connection with the Guidotti CentroStampa S.p.A. acquisition. See Note 13.

5. Major Customers

During the three
months ended June 30, 2010 and 2009, sales to major customers (those exceeding 10% of the Companys net revenues in either period presented) approximated 27% and 32%, respectively of the Companys consolidated net revenues.
Approximately 19% and 16% of revenues for the three months ended June 30, 2010 and 2009, respectively, were to the Procter & Gamble Company. Approximately 8% and 16% of revenues for the three months ended June 30, 2010 and 2009,
respectively, were to the Miller Brewing Company. In addition, accounts receivable balances of such major customers approximated 6% and 4% of the Companys total accounts receivable balance at June 30, 2010 and March 31, 2010,
respectively.

The loss or substantial reduction of the business of any of the major customers could have a material adverse impact on the
Companys results of operations and cash flows.

6. Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction, various foreign jurisdictions and various state and local jurisdictions where the
statutes of limitations generally range from three to five years. At June 30, 2010, the Company was examined by the Internal Revenue Service through the fiscal year ended March 31, 2007. The Company is no longer subject to U.S. federal and
state and local examinations by tax authorities for years before fiscal 2005. In Australia, the Company is currently open to examination back to fiscal 1999, and in South Africa, the Company is open to examination back to fiscal 2003.

The benefits of tax positions are not recorded unless it is more likely than not the tax position would be sustained upon challenge by the appropriate
tax authorities. Tax benefits that are more likely than not to be sustained are measured at the largest amount of benefit that is cumulatively greater than a 50% likelihood of being realized.

As of June 30, 2010 and March 31, 2010, the Company had a liability of $3,534 and $3,531 respectively, recorded for unrecognized tax benefits
for U.S. federal, state and foreign tax jurisdictions. The gross amount of interest and penalties associated with the liability at June 30, 2010 and March 31, 2010, respectively, was $1,136 and $1,074. The total liability for unrecognized
tax benefits is classified in other noncurrent liabilities on the consolidated balance sheet, as payment of cash is not anticipated within one year of the balance sheet date for any significant amounts. The total amount of unrecognized tax benefits
that, if recognized, would favorably impact the effective tax rate is $3,534. The Company believes it is reasonably possible that approximately $9 of unrecognized tax benefits as of June 30, 2010 will decrease within the next 12 months due to
the lapse of statute of limitations and settlements of certain state income tax matters.

7. Derivative Financial Instruments

Historically, the Company has used interest rate swap agreements (Swaps) in order to manage its exposure to interest rate fluctuations
under variable rate borrowings. Swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between the two parties. The Swaps have been designated as cash flow
hedges, with the effective portion of the gains and losses, net of tax, recorded in accumulated other comprehensive income.

In April 2008,
the Company entered into two Swaps, a $40,000 non-amortizing Swap and a $40,000 amortizing Swap, to convert variable interest rates on a portion of outstanding debt to fixed interest rates. The Swaps expire in 2013 and result in interest payments
based on fixed rates of 3.45% for the non-amortizing Swap and 3.04% for the amortizing Swap, plus the applicable margin per the requirements in the Credit Facility ranging from 0.75% to 2.00% based on the Companys leverage ratio. The fixed
interest rates at June 30, 2010 were 4.42% and 4.83% on the amortizing and non-amortizing Swaps, respectively. The balance of the amortizing Swap was $22,000 at June 30, 2010.



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The Swaps were designated as highly effective cash flow hedges, with the effective portion of gains and
losses, net of tax, recorded in other comprehensive earnings and are measured on an ongoing basis. At June 30, 2010 and March 31, 2010, the fair value of the Swaps was a net liability of $3,102 and $2,760, respectively, and was included in
other liabilities on the consolidated balance sheet.

Foreign currency exchange risk arises from our international operations in Australia and
South Africa as well as from transactions with customers or suppliers denominated in foreign currencies. The functional currency of each of the Companys subsidiaries is the currency of the country in which the subsidiary operates. At times,
the Company uses forward currency contracts to manage the impact of fluctuations in currency exchange rates.

In March 2010, the Company
entered into a forward currency contract for $696 to fix the U.S. dollar value of a press to be purchased in South African Rand and delivered in South Africa in December 2010. This forward contract was not designated for hedge accounting treatment
and therefore, the change in fair value of the contract is recorded in earnings. The forward contract was settled in the first quarter of fiscal year 2011 and did not have a material impact on earnings.

In June 2010, the Company entered into two forward currency contracts to fix the U.S. dollar value of a press to be purchased in Euros and delivered to
the Batavia plant. The press will be delivered in September 2010 with one payment due at the time of delivery and a second payment due one year after delivery. The forward contracts are designated as fair value hedges and changes in the fair value
of the contracts are recorded in earnings. The fair value of the contracts at June 30, 2010 is $10.

8. Acquisition

On February 29, 2008, the Company acquired 100% of Collotype which provided the Company with a broader international operating footprint to better
serve its existing and acquired customers and an expanded ability to attract new international customers. The results of Collotypes operations were included in the Companys consolidated financial statements beginning March 1, 2008.

At June 30, 2010, $630 was in an escrow account pending resolution of various contingencies primarily related to income taxes for
pre-acquisition activities of Collotype. During the three months ended June 30, 2010, $88 was paid from the escrow to settle tax contingencies related to the pre-acquisition activities of Collotype. Any change in escrow amounts would represent
an offset to additional assumed liabilities with no change in the purchase price.

For information regarding the Guidotti CentroStampa
S.p.A. acquisition subsequent to the end of the June 30, 2010 quarter, see Note 13.

9. Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between
market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a fair value estimating three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

Level 1 - Quoted market prices in active markets for identical assets and liabilities

Level 2 - Observable inputs other than quoted market prices in active markets for identical assets and liabilities

Level 3 - Unobservable inputs

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

Derivative Financial Instruments

The
Company has two interest rate swaps, a $40,000 non-amortizing swap and a $40,000 amortizing swap, to convert variable interest rates on a portion of outstanding debt to fixed interest rates (see Note 7). The Company adjusts the carrying value of
these derivatives to their estimated fair values and records the adjustment in other comprehensive earnings.

The Company has two foreign
currency forward contracts to fix the U.S. dollar value of a press to be purchased in Euros and delivered to the Batavia plant in September, 2010 (see Note 7). The Company adjusts the carrying value of these derivatives to their estimated fair
values and records the adjustment in earnings.



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At June 30, 2010 the Company carried the following financial assets and liabilities at fair value:



|                                  |  |                             |                                                             |   |                                             |   |  |                                         |        |   |  |  
|--------------------------------- |  | --------------------------- | ----------------------------------------------------------- | - | ------------------------------------------- | - |  | --------------------------------------- | ------ | - |  | -
|                                  |  | Fair Value 
atJune 30, 2010 |                                                             |   | Fair Value Measurements Using              
|                                  |  |                             | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |   |  | SignificantUnobservable Inputs(Level
3)
|Interest rate swap liability      |  | $                           | (3,102                                                      | ) |                                             |  |  | $                                       | (3,102 | ) |  | 
|Foreign currency forward contract |  | $                           | 10                                                          |   |                                             |  |  | $                                       | 10     |   |  | 

At March 31, 2010,
the Company carried the following financial assets and liabilities at fair value:



|                                  |  |                             |                                                              |   |                                              |   |  |                                         |        |   |  |  
|--------------------------------- |  | --------------------------- | ------------------------------------------------------------ | - | -------------------------------------------- | - |  | --------------------------------------- | ------ | - |  | -
|                                  |  | Fair Value atMarch 31, 2010 |                                                              |   | Fair Value Measurement Using                
|                                  |  |                             | Quoted Prices inActive Markets forIdentical 
Assets(Level 1) |   | Significant OtherObservable 
Inputs(Level 2) |   |  | SignificantUnobservable Inputs(Level
3)
|Interest rate swaps               |  | $                           | (2,760                                                       | ) |                                              |  |  | $                                       | (2,760 | ) |  | 
|Foreign currency forward contract |  | $                           | (696                                                         | ) |                                              |  |  | $                                       | (696   | ) |  | 

The Company values
interest rate swaps using proprietary pricing models based on well recognized financial principles and available market data. The Company values foreign currency forward contracts by using forward rates at the date of valuation.

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill and other intangible asset impairment analyses
and in the valuation of assets held for sale. The Company tests goodwill annually, as of the last day of February of each fiscal year, for impairment by comparing the fair value of the reporting unit goodwill to its carrying amount. Impairment is
also tested when events or changes in circumstances indicate that the assets carrying values may be greater than the fair values.

10. Comprehensive Income (Loss)



|                                                     |  |                             |        |   |      |   |       
|---------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------
|                                                     |  | Three Months Ended June 30,
|                                                     |  | 2010                        |        |   | 2009
|Net income                                           |  | $                           | 3,745  |   |      | $ | 3,985 
|Unrealized foreign currency translation gain (loss)  |  |                             | (9,661 | ) |      |   | 15,221
|Unrealized gain (loss) on interest swaps, net of tax |  |                             | (205   | ) |      |   | 672   
|                                                     |  |                             |        |   |      |   |       
|Total Comprehensive Income (Loss)                    |  | $                           | (6,121 | ) |      | $ | 19,878
|                                                     |  |                             |        |   |      |   |       

11. Goodwill and Intangible Assets

Goodwill movements consisted of the following:



|                                                    |  |   |         |  
|--------------------------------------------------- |  | - | ------- | -
|Balance at March 31, 2010                           |  | $ | 117,120 |  
|Escrow payment related to the Collotype acquisition |  |   | 88      |  
|Currency translation and other                      |  |   | (6,701  | )
|                                                    |  |   |         |  
|Balance at June 30, 2010                            |  | $ | 110,507 |  
|                                                    |  |   |         |  

Intangible assets consist of the following:



|                                 |  |                        |        |   |               |   |        |              |  |   |               |   |  |              |       |   |               |   |        |   |  |   |        |  
|-------------------------------- |  | ---------------------- | ------ | - | ------------- | - | ------ | ------------ |  | - | ------------- | - |  | ------------ | ----- | - | ------------- | - | ------ | - |  | - | ------ | -
|                                 |  | Customer Relationships |        |   | Technology    |   |        | Total        | 
|                                 |  | June 30,2010           |        |   | March 31,2010 |   |        | June 30,2010 |  |   | March 31,2010 |   |  | June 30,2010 |       |   | March 30,2010 |  
|Intangibles  at cost            |  | $                      | 20,790 |   |               | $ | 18,065 |              |  | $ | 1,537         |   |  | $            | 1,311 |   |               | $ | 22,327 |   |  | $ | 19,376 |  
|Foreign exchange                 |  |                        | (823   | ) |               |   | 2,725  |              |  |   | (62           | ) |  |              | 226   |   |               |   | (885   | ) |  |   | 2,951  |  
|                                 |  |                        |        |   |               |   |        |              |  |   |               |   |  |              |       |   |               |   |        |   |  |   |        |  
|                                 |  |                        | 19,967 |   |               |   | 20,790 |              |  |   | 1,475         |   |  |              | 1,537 |   |               |   | 21,442 |   |  |   | 22,327 |  
|Accumulated amortization         |  |                        | (5,479 | ) |               |   | (5,066 | )            |  |   | (487          | ) |  |              | (432  | ) |               |   | (5,966 | ) |  |   | (5,498 | )
|                                 |  |                        |        |   |               |   |        |              |  |   |               |   |  |              |       |   |               |   |        |   |  |   |        |  
|Net intangibles at June 30, 2010 |  | $                      | 14,488 |   |               | $ | 15,724 |              |  | $ | 988           |   |  | $            | 1,105 |   |               | $ | 15,476 |   |  | $ | 16,829 |  
|                                 |  |                        |        |   |               |   |        |              |  |   |               |   |  |              |       |   |               |   |        |   |  |   |        |  



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12. Facility Closures

On February 12, 2010, the Company entered into a supply agreement to fulfill gravure cylinder requirements. As a part of the agreement, the Company
sold certain assets associated with the manufacturing of gravure cylinders for $4.3 million in cash. The Company recorded a net after-tax gain of $2.1 million on the sale in its fourth quarter fiscal 2010 financial results, including a charge of
$262 for severance and other termination benefits and for plant clean-up costs. This liability is included in accrued and other liabilities in the Companys balance sheet. The remaining liability for these costs is expected to be paid by
September 2010. The Erlanger facility is currently held for sale. Below is a roll-forward of the reserves for employee severance and other termination benefits and other plant clean-up costs.



|                     |  |                       |     |                  |   |              |  |   |                       |   |  |   |    
|-------------------- |  | --------------------- | --- | ---------------- | - | ------------ |  | - | --------------------- | - |  | - | ---
|                     |  | BalanceMarch 31, 2010 |     | Amounts Expensed |   | Amounts Paid |  |   | BalanceJune 30, 
2010
|Employee Benefits    |  | $                     | 62  |                  | $ |             |  | $ | (39                   | ) |  | $ | 23 
|Plant Clean-up Costs |  |                       | 172 |                  |   |             |  |   | (85                   | ) |  |   | 87 
|                     |  |                       |     |                  |   |              |  |   |                       |   |  |   |    
|Total                |  | $                     | 234 |                  | $ |             |  | $ | (124                  | ) |  | $ | 110
|                     |  |                       |     |                  |   |              |  |   |                       |   |  |   |    

In January 2009, the Company announced plans to consolidate its heat
transfer label (HTL) manufacturing business located in Framingham, Massachusetts into its other existing facilities. The transition began immediately with final plant closure occurring in the second quarter of fiscal 2010. In connection with the
closure of the Framingham facility, the Company recorded a total pre-tax charge of $2,553 during its fourth quarter period ending March 31, 2009, consisting of $1,407 in cash charges for employee severance and other termination benefits related
to 62 associates and other shut-down costs and $1,146 in non-cash charges related to asset impairments. Below is a roll-forward of the reserves for employee severance and other termination benefits and other plant shut-down costs:



|                                     |  |                       |    |                 |   |              |  |   |                       |   |  |   |  
|------------------------------------ |  | --------------------- | -- | --------------- | - | ------------ |  | - | --------------------- | - |  | - | -
|                                     |  | BalanceMarch 31, 2010 |    | AmountsExpensed |   | Amounts Paid |  |   | BalanceJune 30, 
2010
|Employee Benefits and Other Accruals |  | $                     | 91 |                 | $ |             |  | $ | (83                   | ) |  | $ | 8

13. Subsequent Events

On June 28, 2010, Multi-Color Corporation (MCC) entered into a Stock Purchase Agreement (the Agreement) to acquire Guidotti
CentroStampa S.p.A. (the Acquisition). On July 1, 2010, pursuant to the Agreement, MCC acquired all issued capital shares of Guidotti CentroStampa for Euro 50.5 million net of debt assumed (the Purchase Price). The selling
shareholders received approximately 80% of the proceeds in the form of cash and 20% in the form of 934,567 shares of MCC common stock. This stock represents approximately 8% of MCCs shares outstanding immediately prior to consummation of the
Acquisition.

The selling shareholders have agreed to indemnify MCC with respect to the Acquisition, including certain losses arising out of a
breach of their warranties or covenants under the Agreement. The Agreement provides that 15% of the Purchase Price is deferred including a performance based component. Also, 10% of the purchase price is held in escrow for up to five years to fund
certain potential indemnification obligations of the selling shareholders and is subject to achieving certain employment milestones.

On
June 28, 2010, MCC entered into an amendment (the First Amendment) to the Companys Credit Agreement dated as of February 29, 2008 (Credit Agreement) with the lenders thereunder, effective simultaneously with
the closing of the Acquisition.

The First Amendment amended the Credit Agreement to (i) permit the acquisition of Guidotti CentroStampa
S.p.A. by MCC; (ii) increase the Aggregate U.S. Revolving Commitment (as defined in the First Amendment) by USD $20 million thereby increasing the total borrowing capacity from USD $180 million to USD $200 million (with a $40 million
multi-currency tranche), with the potential to increase total borrowing capacity by USD $50 million; (iii) extend the maturity date of the Credit Facilities (as defined in the Credit Agreement) to April 1, 2014; (iv) increase the
maximum leverage ratio to 3.75 to 1.00 with scheduled step-downs; and (v) implement a change in interest rate margins over the applicable Eurocurrency or Australian BBSY rate ranging from 3.25% to 1.75% based on the leverage ratio.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands)
|------- | ------------------------------------------------------------------------------------------------------------

Information included in this Quarterly Report on Form 10-Q contains certain forward-looking statements that involve potential risks and uncertainties. The
Companys future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein and those discussed in the Companys Annual
Report on Form 10-K for the year ended March 31, 2010. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date thereof. Results for interim periods may not be indicative of annual
results.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses. We continually evaluate our estimates, including, but not limited to, those related



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to revenue recognition, bad debts, inventories and any related reserves, income taxes, fixed assets, goodwill and intangible assets. We base our estimates on historical experience and on various
other assumptions believed to be reasonable under the facts and circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies impact the more significant judgments and estimates used in the preparation of our condensed
consolidated financial statements. Additionally, our senior management has reviewed the critical accounting policies and estimates with the Board of Directors Audit and Finance Committee. For a more detailed discussion of the application of
these and other accounting policies, refer to Note 2 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2010.

Revenue Recognition

The Company
recognizes revenue on sales of products when the customer receives title to the goods, which is generally upon shipment or delivery depending on sales terms. Revenues are generally denominated in the currency of the country from which the product is
shipped and are net of applicable returns and discounts.

Accounts Receivable

Our customers are primarily major consumer product, food, and wine and spirit companies and container manufacturers. Accounts receivable consist of
amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts
receivable based on past collection history, age and specific individual risks identified. Losses may also depend to some degree on current and 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 2011. If we are unable to collect all or part of the outstanding receivable balance, there could be a material impact on the Companys operating results and
cash flows.

The accounts receivable balances in Australia and South Africa are subject to foreign exchange rate fluctuations which can cause
the balance to change significantly with an offset to other comprehensive earnings.

Inventories

Inventories are valued at the lower of cost or market value and are maintained using the FIFO (first-in, first-out) or specific identification method.
Excess and obsolete cost reductions are generally established based on inventory age.

Goodwill and Other Acquired Intangible Assets

Goodwill is not amortized and the Company tests goodwill annually, as of the last day of February of each fiscal year, for impairment by
comparing the fair value of the reporting unit goodwill to its carrying amount. Impairment is also tested when events or changes in circumstances indicate that the assets carrying values may be greater than the fair values. Intangible assets
with definite useful lives are amortized using the straight-line method, which estimates the economic benefit, over periods of up to thirteen years. Intangible assets are also tested for impairment when events or changes in circumstances indicate
that the assets carrying values may be greater than the fair values.

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 impairment exists 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. Changes in the market condition and/or losses of a production line could have a material impact on the consolidated statements
of income.

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 amounts recorded for income taxes.

The benefits of tax positions are not recorded unless it is more likely than not the tax position would be sustained upon challenge by the appropriate
tax authorities. Tax benefits that are more likely than not to be sustained are measured at the largest amount of benefit that is cumulatively greater than a 50% likelihood of being realized.



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Executive Overview

We are a leader in global label solutions supporting a number of the worlds most prominent brands including leading producers of home and personal
care, wine and spirit, food and beverage and specialty consumer products. MCC serves national and international brand owners in North, Central and South America, Europe, Australia, New Zealand and South Africa with a comprehensive range of the
latest label technologies in Pressure Sensitive, Cut and Stack, In-Mold, Shrink Sleeve and Heat Transfer.

On February 12, 2010, the
Company entered into a supply agreement to fulfill gravure cylinder requirements. As a part of the agreement, the Company sold certain assets associated with the manufacturing of gravure cylinders for $4.3 million in cash. The Company recorded an
after-tax gain of $2.1 million on the sale in its fourth quarter fiscal 2010 financial results. The Erlanger facility is currently held for sale.

During fiscal 2010, the Company relocated its corporate headquarters from Sharonville, Ohio to its Batavia, Ohio facility in order to consolidate certain
of its employees into existing owned office space. The lease for the Sharonville, Ohio location expires in April 2017. In connection with the relocation, the Company recorded a charge of $1.2 million for remaining lease obligations and other costs
related to its Sharonville facility. The Sharonville, Ohio location is currently being subleased.

In January 2009, we announced plans to
consolidate our heat transfer label (HTL) manufacturing business located in Framingham, Massachusetts into our other existing facilities. The transition began immediately with final plant closure occurring in the second quarter of fiscal 2010. In
connection with the closure of the Framingham facility, the Company recorded a total pre-tax charge of $2,553 during the fourth quarter period ending March 31, 2009, consisting of $1,407 in cash charges for employee severance and other
termination benefits related to 62 associates and $1,146 in non-cash charges related to asset impairments.

On June 28, 2010, the Company
entered into a Stock Purchase Agreement to acquire Guidotti CentroStampa S.p.A. On July 1, 2010, pursuant to the Agreement, the Company acquired all issued capital shares of Guidotti CentroStampa for Euro 50.5 million net of debt assumed.
The selling shareholders will receive approximately 80% of the proceeds in the form of cash and 20% in the form of 934,567 shares of MCC common stock. This stock represents approximately 8% of MCCs shares outstanding immediately prior to
consummation of the Acquisition.

On June 28, 2010, the Company entered into an amendment (the First Amendment) to the
Companys Credit Agreement dated as of February 29, 2008 (Credit Agreement) with the lenders thereunder, effective simultaneously with the closing of the Acquisition.

The First Amendment amended the Credit Agreement to (i) permit the acquisition of Guidotti CentroStampa S.p.A. by the Company; (ii) increase
the Aggregate U.S. Revolving Commitment (as defined in the First Amendment) by USD $20 million thereby increasing the total borrowing capacity from USD $180 million to USD $200 million (with a $40 million multi-currency tranche), with the potential
to increase total borrowing capacity by USD $50 million; (iii) extend the maturity date of the Credit Facilities (as defined in the Credit Agreement) to April 1, 2014; (iv) increase the maximum leverage ratio to 3.75 to 1.00 with
scheduled step-downs; and (v) implement a change in interest rate margins over the applicable Eurocurrency or Australian BBSY rate ranging from 3.25% to 1.75% based on the leverage ratio.

Results of Operations

Three Months
Ended June 30, 2010 compared to the Three Months Ended June 30, 2009:



|             |  |      |        |      |   |         |  |         |       |  |   |  
|------------ |  | ---- | ------ | ---- | - | ------- |  | ------- | ----- |  | - | -
|             |  | 2010 |        | 2009 |   | $Change |  | %Change |      
|             |  |      |        |     
|Net Revenues |  | $    | 74,146 |      | $ | 69,658  |  | $       | 4,488 |  | 6 | %

Revenues for the three months
ended June 30, 2010 as compared to the same period of the prior year increased 6% primarily due to a 7% increase in sales volumes and mix and a 3% favorable foreign exchange impact, partially offset by a 4% unfavorable pricing impact. The sales
volume increase was primarily due to higher volumes in our North American customer base. The unfavorable pricing impact was due to reduced pricing schedules associated with new agreements entered into in the second quarter of fiscal 2010 with three
of our largest customers.



|                 |  |      |        |              |    |   |      |   |              |  |    |          |  |          |       |  |    |  
|---------------- |  | ---- | ------ | ------------ | -- | - | ---- | - | ------------ |  | -- | -------- |  | -------- | ----- |  | -- | -
|                 |  | 2010 |        | % ofRevenues |    |   | 2009 |   | % ofRevenues |  |    | $ Change |  | % Change |      
|                 |  |      |        |              |    |  
|Cost of Revenues |  | $    | 59,158 |              | 80 | % |      | $ | 56,703       |  | 81 | %        |  | $        | 2,455 |  | 4  | %
|                 |  |      |        |              |    |  
|Gross Profit     |  | $    | 14,988 |              | 20 | % |      | $ | 12,955       |  | 19 | %        |  | $        | 2,033 |  | 16 | %

Consolidated gross profit
increased 16% compared to the same period of the prior year due to higher sales volumes and improved operating efficiencies. Gross profit as a percentage of revenues increased to 20% from 19% in the same period of the prior year.



14



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##### Table of Contents

|                                           |  |      |       |              |    |   |      |   |              |  |   |         |  |         |       |  |    |  
|------------------------------------------ |  | ---- | ----- | ------------ | -- | - | ---- | - | ------------ |  | - | ------- |  | ------- | ----- |  | -- | -
|                                           |  | 2010 |       | % ofRevenues |    |   | 2009 |   | % ofRevenues |  |   | $Change |  | %Change |      
|                                           |  |      |       |              |    |  
|Selling, General & Administrative Expenses |  | $    | 8,380 |              | 11 | % |      | $ | 6,280        |  | 9 | %       |  | $       | 2,100 |  | 33 | %

Selling, general and
administrative (SG&A) expenses increased $2.1 million or 33% compared to the prior year due primarily to $1.3 million in severance and stock compensation charges for accelerated vesting of restricted stock and stock options, $535 in acquisition
related expenses, foreign exchange and higher professional fees.

Interest Expense and Other (Income) Expense



|                            |  |      |       |   |      |   |       |         |  |   |         |   |  |     |   
|--------------------------- |  | ---- | ----- | - | ---- | - | ----- | ------- |  | - | ------- | - |  | --- | --
|                            |  | 2010 |       |   | 2009 |   |       | $Change |  |   | %Change |  
|                            |  |      |       |  
|Interest Expense            |  | $    | 1,208 |   |      | $ | 1,229 |         |  | $ | (21     | ) |  | (2  | )%
|Other (Income) Expense, net |  | $    | (44   | ) |      | $ | (136  | )       |  | $ | 92      |   |  | (68 | )%

Interest expense decreased 2%
to $1,208 compared to the same period of the prior year as a result of a reduction in bank debt of $15,684 due to debt repayments partially offset by the impact of higher interest rates and higher interest expense related to the present value
adjustment for our former corporate headquarter lease liability. We had $82,030 of debt at June 30, 2010 compared to $97,714 of debt at June 30, 2009. Other (income) expense decreased by $92 from the prior year due to income related to a
mark-to-market adjustment on a hedged payable to purchase a press.



|                   |  |      |       |      |   |         |  |         |     |  |   |  
|------------------ |  | ---- | ----- | ---- | - | ------- |  | ------- | --- |  | - | -
|                   |  | 2010 |       | 2009 |   | $Change |  | %Change |    
|                   |  |      |       |     
|Income Tax Expense |  | $    | 1,699 |      | $ | 1,597   |  | $       | 102 |  | 6 | %

Our effective tax rate
increased from 29% in the first quarter of fiscal 2010 to 31% in the first quarter of fiscal 2011 due primarily to an increase in income in higher tax jurisdictions. Our expected tax rate for fiscal year 2011 is 31%.

Liquidity and Capital Resources

Through
the three months ended June 30, 2010, net cash provided by operating activities was $5,709 as compared to $7,043 in the same period of the prior year. The decrease in cash flow is primarily due to higher income tax payments in the current year
partially offset by higher accounts payable balances and higher accounts receivable and inventory balances.

Through the three months ended
June 30, 2010, net cash used in investing activities was $4,552 as compared to net cash used of $915 in the same period of the prior year. Capital expenditures in the three months ended June 30, 2010 were $4,354 and were partially offset
by proceeds from the sale of plant and equipment of $253. The majority of these expenditures were to purchase new presses in the Australian, South African and Napa operations. The Company also spent $535 in acquisition expenditures in the three
months ended June 30, 2010. Cash used in investing activities in the prior year included capital expenditures of $1,162. The projected amount of capital expenditures for 2011 is $13.9 million.

Through the three months ended June 30, 2010, net cash used in financing activities was $3,377 as compared to $6,685 in the prior year. During the
three months ended June 30, 2010, net debt payments were $2,527 compared to $6,068 in the prior year. The decrease in debt payments was due to the higher capital expenditures to purchase new presses.

On February 29, 2008 and in connection with the Collotype acquisition, the Company executed a five-year $200 million credit agreement with a
consortium of bank lenders (Credit Facility) that expires in 2013. The Credit Facility contains an election to increase the facility by up to an additional $50 million and the Company terminated its previous $50 million credit facility. At
June 30, 2010, the aggregate principal amount of $177.5 million is available under the Credit Facility through: (i) a $110 million five-year revolving credit facility (U.S. Revolving Credit Facility); (ii) the Australian
dollar equivalent of a $40 million five-year revolving credit facility (Australian Sub-Facility); and (iii) a $27.5 million term loan facility (Term Loan Facility), which amortizes $10 million per year.

The Credit Facility may be used for working capital, capital expenditures and other corporate purposes. Loans under the U.S. Revolving Credit Facility
and Term Loan Facility bear interest at either: (i) the greater of (a) Bank of Americas prime rate in effect from time to time; and (b) the federal funds rate in effect from time to time plus 0.5%; or (ii) the applicable
London interbank offered rate plus the applicable margin for such loans which ranges from 0.75% to 2.00% based on the Companys leverage ratio at the time of the borrowing. Loans under the Australian Sub-Facility bear interest at the Bank Bill
Swap Bid Rate (BBSY) plus the applicable margin for such loans, which ranges from 0.75% to 2.00% based on Multi-Colors leverage ratio at the time of the borrowing.

Available borrowings under the Credit Facility at June 30, 2010 consisted of $65,740 under the U.S. Revolving Credit Facility and $28,470 under the
Australian Sub-Facility.

The Credit Facility contains customary representations and warranties as well as customary negative and affirmative
covenants. The Credit Facility requires Multi-Color to maintain the following financial covenants: (i) a minimum consolidated net worth; (ii) a maximum



15



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##### Table of Contents

consolidated leverage ratio of 3.25 to 1.00, stepping down to 3.00 to 1.00 at December 31, 2010 and for each fiscal quarter thereafter; and (iii) a minimum consolidated interest charge
coverage ratio of 3.50 to 1.00. The Credit Facility contains customary mandatory and optional prepayment provisions, customary events of default, and is secured by the capital stock of subsidiaries, intercompany debt and the Companys property
and assets, but excluding real property.

We believe that we have both sufficient short and long-term liquidity and financing. We had a
working capital position of $19,776 and $19,934 at June 30, 2010 and March 31, 2010, respectively and were in compliance with our loan covenants and current in our principal and interest payments on all debt.

See Note 13 for information relating the Credit Facility amendment effective July 1, 2010.

Contractual Obligations

The following
table summarizes Multi-Colors contractual obligations as of June 30, 2010:

Aggregated Information about Contractual Obligations
and Other Commitments for Continuing Operations:



|                                        |  |       |         |        |   |        |  |        |        |        |   |        |  |                 |       |  |   |       |  |   |      
|--------------------------------------- |  | ----- | ------- | ------ | - | ------ |  | ------ | ------ | ------ | - | ------ |  | --------------- | ----- |  | - | ----- |  | - | -----
|June 30, 2010                           |  | Total |         | Year 1 |   | Year 2 |  | Year 3 |        | Year 4 |   | Year 5 |  | Morethan 5years
|                                        |  |       |         |        |   |        | 
|Total debt                              |  | $     | 82,030  |        | $ | 10,000 |  | $      | 10,000 |        | $ | 62,030 |  | $               |      |  | $ |      |  | $ |     
|                                        |  |       |         |        |   |        | 
|Interest on total debt (1)              |  |       | 9,041   |        |   | 3,857  |  |        | 3,307  |        |   | 1,877  |  |                 |      |  |   |      |  |   |     
|                                        |  |       |         |        |   |        | 
|Rent due under operating leases         |  |       | 23,954  |        |   | 4,309  |  |        | 3,784  |        |   | 3,591  |  |                 | 3,539 |  |   | 3,411 |  |   | 5,320
|                                        |  |       |         |        |   |        | 
|Unconditional purchase obligations      |  |       | 3,482   |        |   | 2,971  |  |        | 511    |        |   |       |  |                 |      |  |   |      |  |   |     
|                                        |  |       |         |        |   |        | 
|Pension and post retirement obligations |  |       | 1,020   |        |   | 35     |  |        | 59     |        |   | 49     |  |                 | 37    |  |   | 62    |  |   | 778  
|                                        |  |       |         |        |   |        | 
|Deferred compensation (2)               |  |       | 876     |        |   | 793    |  |        |       |        |   |       |  |                 |      |  |   |      |  |   | 83   
|                                        |  |       |         |        |   |        | 
|Unrecognized tax benefits (3)           |  |       |        |        |   |       |  |        |       |        |   |       |  |                 |      |  |   |      |  |   |     
|                                        |  |       |         |        |   |        |  |        |        |        |   |        |  |                 |       |  |   |       |  |   |      
|                                        |  |       |         |        |   |        | 
|Total Contractual Cash Obligations      |  | $     | 120,403 |        | $ | 21,965 |  | $      | 17,661 |        | $ | 67,547 |  | $               | 3,576 |  | $ | 3,473 |  | $ | 6,181
|                                        |  |       |         |        |   |        |  |        |        |        |   |        |  |                 |       |  |   |       |  |   |      



|(1) | Interest on floating rate debt was estimated using projected forward LIBOR and BBSY rates as of June 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------

|(2) | The more than 5 years column includes $83 of deferred compensation obligations for which the timing of such payments are not determinable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The table excludes $3,534 of liabilities related to unrecognized tax benefits as the timing and extent of such payments are not determinable.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The Company has no material changes to the disclosures made in the Companys Form 10-K for the year ended March 31, 2010.



|Item 4. | Controls and Procedures
|------- | -----------------------

The
Companys Chief Executive Officer and Chief Financial Officer evaluated the Companys disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934. Their evaluation concluded that the disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

During the quarter ended June 30, 2010, there were no changes in the Companys internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, Multi-Colors internal control over financial reporting.

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 or 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 consummate and successfully integrate acquisitions; the ability to manage
foreign operations; 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; raw material cost pressures; availability of raw materials; ability to pass raw material cost increases to its customers;
business abilities and judgment of personnel; changes in, or the failure to comply with, government regulations, legal proceedings and developments; risk associated with significant leverage; increases in general interest rate levels affecting the
Companys interest costs; and terrorism and political unrest. 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.



17



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##### Table of Contents

Part II - Other Information



|Item 1. | Legal Proceedings  None
|------- | ------------------------



|Item 1A. | Risk Factors  The Company had no material changes to the Risk Factors disclosed in the Companys Form 10-K for the year ended March 31, 2010.
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds  None
|------- | ------------------------------------------------------------------



|Item 3. | Defaults upon Senior Securities  None
|------- | --------------------------------------



|Item 5. | Other Information  None
|------- | ------------------------



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                        
|---- |  | -----------------------------------------------------------------------
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|32.1 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|32.2 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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##### Table of Contents

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 thereunto duly authorized.



|                     |  |                         |  |                                                                  
|-------------------- |  | ----------------------- |  | -----------------------------------------------------------------
|                     |  | Multi-Color Corporation
|                     |  | (Registrant)           
|                     |  |                        
|Date: August 9, 2010 |  | By:                     |  | /s/ Sharon E. Birkett                                            
|                     |  |                         |  | Sharon E. Birkett                                                
|                     |  |                         |  | Vice President, Chief Financial
and Accounting Officer, Secretary



19