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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K

|(Mark One)                                 |                                                                                         
|------------------------------------------ | ----------------------------------------------------------------------------------------
|ý                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended January 31, 2004
|OR                                        
|o                                          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period            to   

Commission file number 0-23214

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SAMSONITE CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
Of incorporation or organization)          |  | 36-3511556(I.R.S. employer identification no.)
|------------------------------------------------------------------------------- |  | ----------------------------------------------
|11200 East 45th Avenue
Denver, Colorado(Address of principal executive offices) |  | 80239(Zip Code)                               
|Registrant's telephone number, including area code:(303) 373-2000              
|Securities registered pursuant to Section 12(b) of the Act: None               
|Securities registered pursuant to Section 12(g) of the Act:                    
|Common Stock, par value $.01 per share(Title of class)                         

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

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

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

As
of March 31, 2004, the registrant had outstanding 224,705,324 shares of Common Stock, par value $.01 per share. The aggregate market value of such Common Stock held by
non-affiliates of the registrant, based upon the closing sales price of the Common Stock on July 31, 2003, as reported on the OTC Bulletin Board was approximately
$57.3 million. Shares of Common Stock held by each officer and director and by each person who owns 10 percent or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Documents
incorporated by reference: Portions of the registrants definitive proxy statement for its 2004 Annual Meeting of Stockholders are incorporated by reference into Part III
of this Form 10-K.



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INDEX



|                                                        |  |                                                                                               
|------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|PART I                                                  |  |                                                                                               
|Item 1.                                                 |  | Business                                                                                      
|Item 2.                                                 |  | Properties                                                                                    
|Item 3.                                                 |  | Legal Proceedings                                                                             
|Item 4.                                                 |  | Submission of Matters to a Vote of Security Holders                                           
|PART II                                                 |  |                                                                                               
|Item 5.                                                 |  | Market for Registrant's Common Equity and Related Stockholder Matters                         
|Item 6.                                                 |  | Selected Financial Data                                                                       
|Item 7.                                                 |  | Management's Discussion and Analysis of Financial Condition and Results of Operations         
|Item 7A.                                                |  | Quantitative and Qualitative Disclosures about Market Risk                                    
|Item 8.                                                 |  | Financial Statements and Supplementary Data                                                   
|Item 9.                                                 |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          
|Item 9A                                                 |  | Controls and Procedures                                                                       
|PART III                                                |  |                                                                                               
|Item 10.                                                |  | Directors and Executive Officers of the Registrant                                            
|Item 11.                                                |  | Executive Compensation                                                                        
|Item 12.                                                |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|Item 13.                                                |  | Certain Relationships and Related Transactions                                                
|Item 14.                                                |  | Principal Accountant Fees and Services                                                        
|PART IV                                                 |  |                                                                                               
|Item 15.                                                |  | Exhibits, Financial Statement Schedule, and Reports on Form 8-K                               
|Signatures                                             
|Index to Consolidated Financial Statements and Schedule
|Index to Exhibits                                      

Important Notice:

This
Annual Report on Form 10-K (including documents incorporated by reference herein) contains statements with respect to the Company's expectations or beliefs as to future events.
These types of statements are "forward-looking" and are subject to uncertainties. See "Forward-Looking Statements" under Item 1.

2

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PART I

ITEM 1. BUSINESS

General

We are one of the world's most recognized designers, manufacturers and distributors of luggage as well as a growing distributor of related consumer products. We
sell our products using a number of brand names, includingSamsonite®,American
Tourister®,Hedgren®,Lacoste®, and Trunk & Co®. With net
sales of $769.3 million for our fiscal year ended January 31, 2004, we are one of the leaders in
the global luggage industry.

Our
product lines include suitcases, garment bags, business/computer cases, casual bags, and backpacks. We also manufacture and/or sell luggage, casual bags, clothing, shoes and
accessories in the luxury segment of the market under theSamsonite,Samsonite®black label, Hedgren,
andLacostebrands. In addition to the utilization of our luggage brands on products we
manufacture and/or sell, we license our luggage brand names to third parties for use on products that include travel accessories, leather goods, handbags, clothing and furniture. We also license
several apparel brand names that we own to third parties through our Global Licensing division.

We
design the majority of our luggage products at our facilities in Europe and the United States. Our products are produced around the world at either Samsonite-operated manufacturing
facilities or by carefully selected third party suppliers. Our products are sold in more than 100 countries at numerous retail establishments including department stores, specialty stores, mass
merchants, warehouse clubs, computer and electronic superstores, office superstores, and bookstores. We also sell certain products
through Samsonite-operated retail stores in the United States, Canada, Mexico, Latin American, Asia and Europe. In addition, our products are available through our websites and the websites of many of
our customers.

Our
principal corporate office is at 11200 East 45th Avenue, Denver, Colorado 80239, our telephone number is (303) 373-2000, and our website is www.samsonite.com.

The
following discussion relates to the Company's business as a whole, except where discussion of a particular geographical business segment is useful or informative. Financial
information by business segment can be found in Note 17 to the consolidated financial statements contained in this report.

The
Company's fiscal year ends on January 31. References to a fiscal year denote the calendar year in which the fiscal year ended; for example, "fiscal 2004" refers to the
12 months ended January 31, 2004. The Company's foreign subsidiaries generally have fiscal year ends of December 31.

Luggage Products Market

The worldwide luggage market encompasses a wide range of products with differences in product quality and prices. At one end of the market are
high-quality, full-featured products that have prestigious brand names, higher prices and selective distribution. Beneath this "luxury" market is a broad middle market in which
products are differentiated by features, brand name and price. Within this market, sales are largest at mid and low product price levels. Product differentiation decreases and breadth of distribution
increases at lower price levels. At the lower end of the luggage market, unbranded or private label products with few differentiating features are sold in significant volumes and at low margins,
competing primarily on the basis of price. We sell products in all three markets; however, our strategies focus on distribution in the middle and upper price level markets.

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Products

We distribute a broad range of products that includes softside, hardside and hybrid (combination hardside and softside) luggage, casual bags and backpacks,
business and computer cases,
high-endSamsoniteblack label clothing, shoes and accessories and other non-luggage products.

The
following table sets forth an estimate of the percentage of the Company's fiscal 2004 revenues from sales of luggage and travel-related products by product type:

Fiscal 2004 Sales Mix by Product Type

Product TypeSoftside luggage

51
%Hardside and hybrid luggage

19
%Business and computer cases

12
%Casual bags

11
%Samsonite black label (footwear, clothing and accessories)

1
%Other products

6
%100
%


Below
is our market positioning for each of our principal brands:

|Brand Name           |  | Market Positioning           |  | U.S. Consumer                     |  | Europe Consumer                  
|-------------------- |  | ---------------------------- |  | --------------------------------- |  | ---------------------------------
|Samsoniteblack label |  | high-end luxury              |  | very affluent                     |  | very affluent                    
|Samsonite            |  | high-quality, innovative     |  | mid to upper income               |  | affluent                         
|Hedgren              |  | lifestyle, innovative design |  | affluent                          |  | affluent                         
|American Tourister   |  | quality and value            |  | middle income and value-conscious |  | middle income and value-conscious
|Lacoste              |  | sport luxury                 |  | affluent                          |  | affluent                         
|Trunk & Co.          |  | high-quality casual          |  | youth                             |  | youth                            

Softside Luggage.The softside luggage category includes suitcases, garment bags and soft carry-on suitcases.
More than 75% of the softside luggage we sell is made by independent finished goods suppliers located around the world. We produce the balance of our softside luggage and garment bags in our own
facilities located in Eastern Europe. Our softside products are sold under all of our major brands.

Over
the past few years, Samsonite has introduced a number of innovative proprietary features in its softside luggage products in response to consumer demands for increased ease
of use and better interior organization, mobility and portability. Examples include theSmooth Rollershock absorbing wheel system; the
bridge handle in ourXylem SoftandSamsoniteblack label upright cases provides easy mobility; new XpanderSystem that automatically adjusts to the
volume of contents, without the use of zippers; andFiberTekfabric, a strong nylon/polyester blend adhered to EVA (ethylene vinyl acetate)
foam for durability.

Hardside Luggage.We manufacture most of our hardside suitcases in Company-owned factories. Our hardside luggage is sold
globally under theSamsonitebrand. In the United States, Europe and Asia our hardside luggage is also sold under theAmerican
Touristerbrand. Hardside products are offered in several lines under each brand in the United States, Europe and Asia. Each line includes a variety of sizes and styles to suit
differing travel needs.

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We
currently manufacture hardside suitcases using three basic processes: injection molding, vacuum forming and pressure forming. Two of these processes require different types of plastic
resin; the third uses aluminum metal sheets.

Globally,
we distribute and sell hardside suitcases that include proprietary features to facilitate ease of transport. The patented Piggyback®system incorporates a luggage cart, an extendable handle and a
strap allowing additional bags to be attached and transported.

Hybrid Luggage.We have introduced products that include important proprietary designs and features of both the hardside and
softside luggage. The first isZiplite®, a hardside suitcase taking the form of a sleek pod that zips shut, rather than latching shut, and
is made of a thin, light-weight polymer which is laminated to an attractive textile using a patented process. The second isCarbon EXP, a
combination of hardside and softside luggage technologies possessing the features that are most sought after in the two types of luggage. TheCarbon EXPis constructed with a bottom shell of light, rugged plastic that provides structure to the bag and helps protect the contents. The top half is a high quality DuPont®Cordura®Plus fabric with zippered pockets for easy access and
organization and adjustable cinch straps for security and capacity control.Hardlitebusiness cases and F'litetravel products use a proprietary process to
mold sleek, tough polymer frames around laminated fabric panels to form extremely light luggage
shells.

Casual Bags and Backpacks.The casual bag and backpack market includes duffel bags, casual luggage, tote bags, athletic bags,
traditional backpacks, daypacks, and shoulder bags. We entered this market in a modest way over the last several years with someSamsonitecasual
lines and theTrunk & Co.®product lines. We have expanded our business in this important and growing market by increasing
distribution of products under our licensedHedgrenandLacostebrands. We believe that by offering
consumers a number of product lines having varying styles and price points, we have the opportunity to capture a larger portion of this market.

Business and Computer Cases.We sell a variety of business and computer cases under our SamsoniteandAmerican Touristerbrand names. We are pursuing innovations in lighter weight and thinner
styles. Our two latest introductions are a line of women's computer bags and a line of casual business cases that reflect the changing trends in the market. We design and have our suppliers
manufacture our softside business cases and computer cases. In addition, we license our brands to experienced business case producers for the sale of certain of these products in the United States.

Luxury Products.In fiscal 2001, we created our Specialty Products Group, which designs, manufactures and sells
high-end luxury luggage, casual bags, clothing, shoes and accessories underSamsoniteblack label,Samsonite,
Samsonite by StarckandHedgrenbrands each operating under the creative direction of its own internationally
recognized designer.

Licensed Products.We license our trademarks primarily for use on travel-related products that are made and sold primarily by
appointed licensees. These license agreements extend the scope of our products into new areas ranging from camera bags to personal leather goods and travel pillows. Our licensees are selected for
competency in their product categories and usually sell parallel lines of products under their own or other brands. Examples of licensed products include leather business and computer cases, furniture
products, travel accessories, photo and audio storage gear, personal leather goods, ladies' handbags, umbrellas, binoculars, pet carriers, auto accessories, cellular phone cases, school bags, and
children's products. We also own and license certain apparel brand names, such asMcGregor®,Botany
500®andBert Pulitzer®, to third party apparel distributors under our Global Licensing division.

We
entered the Japanese market in 1964 through a licensing agreement with Japan's principal luggage manufacturing company. Samsonite-branded products made by this licensee are sold
primarily in department stores throughout Japan. We receive a royalty on the licensee's sales of the Company's

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branded
products. The current license agreement with this Japanese manufacturer will expire in December 2004 and will not be renewed. The Company plans to enter the Japanese market at that time
through acquisition, direct sales distribution or by partnering with other companies.

Product Development.We devote significant resources to new product design and development. The Company estimates that it has
spent on average $6.4 million per year over the last three years on new product design and development. We start with market research to identify consumers' functional requirements and
style preferences. Once identified, we employ designers and development engineers and work with outside designers to develop new products that respond to those requirements and style preferences. We
attempt to differentiate ourselves from our competitors by offering products that are innovative and distinctive in style and functionality.

Distribution

Our products are sold in more than 100 countries around the world from the retail locations of others, from our own stores, over the Internet at our Company
website, www.samsonitecompanystores.com, and at the websites of a number of our customers. Retail channels of distribution primarily include department and specialty stores, national and mass merchant
retailers, warehouse clubs, and Company-owned retail stores.

United States.OurSamsoniteandAmerican
Touristerbranded products are sold in the United States primarily through traditional luggage retail distribution channels such as department stores and luggage specialty
stores. Some national retailers and warehouse clubs carrySamsoniteandAmerican Touristerproducts
uniquely designed for that retailer. BecauseAmerican Touristerproducts are primarily sold to middle income and value conscious consumers, discount
channels such as mass merchants, warehouse clubs and factory outlets are especially important to the distribution ofAmerican Touristerbranded products
in the United States. Our direct sales force of approximately 30 professionals serves companies with retail outlets throughout the United States.

We
also operate approximately 200 retail stores in the United States that distributeSamsoniteandAmerican
Touristerproducts designed specifically for these stores, a variety of travel-related products and excess, discontinued and obsolete products. Operating our own retail stores
allows us to test market new products and designs and to more efficiently reduce discounted and obsolete inventory positions.

Europe.OurSamsoniteproducts in Europe are sold through traditional
specialty luggage and leather goods stores and department stores. We also sell our products through Samsonite operated retail outlets located throughout Western and Central Europe. In order to
preserve the premium image of theSamsonitebrand,Samsonitebrand products are generally not
distributed through discount retailers in Europe. OurAmerican Touristerbrand has been introduced in Europe to balance our retail distribution in each
of the primary retail channels and to establish a single pan-European brand name in the discount channel (known in Europe as the "hypermarkets"). Our direct sales and product demonstration
force of approximately 130 persons serves companies with retail outlets throughout Europe.

We
also sell our products through distributors and agents located in over 20 countries in certain European markets where Samsonite does not have a direct sales force. These distributors
and agents, as well as those mentioned under "Elsewhere in the World" below, handle various non-luggage products in addition to our products. Distribution agreements generally provide for
mutual exclusivity, whereby distributors do not handle competitors' luggage products and we do not sell to other distributors or agents in their territory.

Elsewhere in the World.In markets outside the United States, Western Europe, Central Europe and certain Asian countries, we
sell our products either directly through agents and distributors or

6

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under
license. Products sold in these international markets are shipped from Mexico, Eastern and Western Europe or Asia depending upon product type and availability. In some instances, we entered new
markets through third party distributors and subsequently acquired these third party distributors as the markets have developed. We have licensing arrangements to sell our products in Japan, Australia
and Canada. We have joint ventures in South Korea and India, as well as wholly-owned distribution organizations in Hong Kong, Taiwan, Malaysia, and China. We also have joint ventures in Argentina,
Uruguay and Brazil to distributeSamsoniteproducts in those countries as well as other major Latin American markets. The Company also sells its
products at various Company-operated retail store locations in Asia, Argentina, Mexico and Canada.

In
most of the Company's markets around the world, sales of the Company's products tend to be moderately seasonal. Sales are higher in the third and fourth quarter of each fiscal year
when the back-to-school shopping season increases for backpack and casual products and when travel and shopping for the holidays is at its peak for our traditional luggage
products.

Advertising

Advertising resources are committed to brand advertising programs that promote the features, durability and quality of our luggage and travel products under "Samsonite Worldproof®."Samsonite's first global advertising campaign was launched in 2002, and now encompasses TV, print, public
relations, in-airport, on-line, and in-store advertising worldwide. The Company assists its retailers in adapting their local advertising to the Company's global
advertising campaigns through various cooperative advertising programs. Other promotional activities employed by the Company to further support its customers and increase product sales include
in-store point of sale and loyalty programs. At www.samsonite.com, the Company communicates its corporate message and product and brand image through an integrated global website. In
fiscal 2004 the Company spent $42.4 million and for the last five fiscal years we have expended, on average, in excess of $48.2 million annually in global communications,
cooperative advertising programs and related public relations and promotional activities to support the sale of our branded products.

Manufacturing and Sourcing Products

We believe that our large size and leading market position allow us to achieve volume driven purchasing and manufacturing economies of scale. Our global product
sourcing network consists of Samsonite-operated manufacturing facilities and various third party finished goods suppliers located principally in the Far East and Eastern Europe. We believe that by
operating our own facilities to produce hardside luggage and certain softside products, we achieve an appropriate balance between product quality and innovation, shorter product introduction lead
times, lower inventory levels and lower delivery costs. Our global sourcing network also enables us to obtain economies of scale by sourcing products from countries with low production costs while
maintaining the same quality standards as the products we manufacture ourselves. Softside luggage is primarily made from fabric including nylon, polyester, and vinyls as well as aluminum, steel,
plastics and leather. These materials are purchased from various vendors throughout China and Taiwan and are readily available. The hardside luggage is composed primarily of polypropylene which the
Company sources from two European suppliers, and the trolley system which the Company sources from suppliers in India and Europe. Neither of these hardside materials is difficult for the Company to
obtain.

In
fiscal year 2004, less than 25% of our revenues from softside luggage, casual bag and business/computer case products were from products manufactured in our own facilities. We
purchased the remainder of our softside products from third-party vendors in the Far East and Eastern Europe. In recent years, the Company has increasingly relied on third party vendors for
sourcing softside products due to various factors including the admission of China to the World Trade Organization which has made it more cost effective to purchase products, which we previously
manufactured ourselves, from

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Asian
finished goods vendors. We select different third party vendors to take advantage of changes in manufacturing costs, payment terms and shipping costs. We do not rely on any single third party
vendor whose loss would be material to us.

We
manufacture over 95% of the hardside luggage and business case products that we sell. During fiscal 2004, our hardside production facilities were located in Oudenaarde, Belgium;
Nashik, India; Hénin-Beaumont, France; Ningbo, China and Nogales, Mexico. We intend to close our Nogales, Mexico production facility in fiscal 2005.

We
maintain a vigorous quality control program for goods manufactured at our own plants and at third party vendor facilities. New products are put through a series of simulation and
stress tests to assure durability and strength. In our manufacturing facilities and our Asian quality assurance office, we use quality control inspectors, engineers and lab technicians to monitor
product quality and production standards at vendors' production facilities.

Competition

Competition in the worldwide luggage industry is very fragmented. In the United States, we compete based on brand name, consumer advertising, product innovation,
product quality, product differentiation, customer service and price. In Europe, we compete based on our premium brand name, product design, product quality, access to established distribution
channels, new product offerings and price.

The
manufacture of softside luggage is labor intensive but not capital intensive, so that the barriers to entry by competitors in this market segment are relatively low. We have many
competitors in the softside luggage market. In addition, we compete with various larger retailers, some of whom are our customers, who have the ability to purchase private label softside luggage
directly from manufacturers that operate in countries with low labor cost. The manufacture of hardside and hybrid luggage is more capital intensive and there are relatively few finished goods vendors;
consequently, barriers to entry are higher. Nonetheless, we have several competitors worldwide in the hardside luggage market.

Customers

Our customers include specialty stores featuring luggage products, major department stores that carry luggage, retail chain stores, catalog showrooms, mass
merchants, premium sales (sales direct to business), Internet retailers and discounters. We also sell certain products directly to consumers through Samsonite-operated retail stores in the United
States, Canada, Europe, Latin America and Asia and over the Internet at our www.samsonitecompanystores.com website. We do not depend on any single customer for more than 5% of our consolidated
revenues.

Trademarks and Patents

We are the registered owner ofSamsonite, American Touristerand other trademarks. As of January 31, 2004,
we had approximately 2,160 trademark registrations and 236 trademark applications pending in the United States and abroad covering luggage, travel equipment, apparel products and retail services. We
also own approximately 144 United States patents and approximately 1,000 patents (i.e., patents of inventions, industrial design registrations and utility models) in selected foreign countries. In
addition, we have approximately 250 patent applications pending worldwide. We pursue a policy of seeking patent protection where appropriate for inventions embodied in our products. Our patents and
pending patent applications cover features popularized in ourEZ CART®,Smart Pocket, Hardlite,Piggyback®, Ultravalet®,Xylem®,SiderollerandOysterluggage. Although some companies have sought to imitate some of our patented products and our trademarks, we have generally been successful
in enforcing our worldwide intellectual property rights.

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Employees and Labor Relations

At January 31, 2004, we had approximately 5,000 employees worldwide, with approximately 1,250 employees in the United States and approximately 3,750
employees in other countries. In the United States, approximately 109 employees are unionized under a contract that is renewed every three years and was most recently renewed in
April 2002. At January 31, 2004 we employed approximately 1,450 workers in our seven European manufacturing plants located in Belgium, France, the Slovak Republic, Spain, Italy and
Hungary. In Europe, union membership is not officially known to Samsonite as union membership varies from country to country. It is probable that most of our European workers are affiliated with a
union. Most European union contracts have a one-year duration. We believe our employee and union relations are satisfactory.

Forward-Looking Statements

Certain statements under "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative
Disclosures About Market Risk" and other places in this Annual Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can often be recognized by words such as "proposed", "may," "will," "anticipate," "believe," "estimate," "intend," "plan," "expect" and similar expressions. Variations on
those or similar words, or the negative of those words, also may indicate forward-looking statements. These forward-looking statements involve numerous assumptions,
known and unknown risks, uncertainties and other factors that may cause the actual and future results, performance or achievements of the Company to be materially different from any future estimated
results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the impact of the September 11, 2001 events on economic,
political and public safety conditions that impact consumer confidence and spending and the possibility of additional terrorist attacks or related events; the spread of the SARS disease or other
events which affect travel levels; general economic and business conditions, including foreign currency fluctuations; industry capacity; changes in consumer preferences; demographic changes;
competition; changes in methods of distribution and technology; changes in political, social and economic conditions and local regulations; general levels of economic growth in emerging market
countries; armed conflicts in the Middle East and other regions; the loss of significant customers; completion of new product developments within anticipated time frames; changes in interest rates;
and other factors that are beyond our control.

ITEM 2. PROPERTIES

The following table sets forth certain information relating to our principal properties and facilities. All of our manufacturing plants, in our opinion, have been
adequately maintained and are in good operating condition. We believe that our existing facilities have sufficient capacity, together with sourcing capacity from third parties, to handle our sales
volumes for the foreseeable future. The Company's headquarters in Denver share the same location as a distribution facility. The owned real

9

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estate
in Denver, Colorado is encumbered under the Company's senior credit facility. The owned plant and real estate in India is pledged as security on a loan.

Location

Owned or Leased

Approximate Facility Size(thousands of sq. ft.)Denver, CO

Owned/Leased

1,385Nashik, India

Owned

736Oudenaarde, Belgium

Owned

649Ningbo, China

Owned

358Mexico City, Mexico

Owned

364Stratford, Canada

Owned

212Henin-Beaumont, France

Owned

98Szekszard, Hungary

Owned

81Torhout, Belgium

Leased

79Samorin, Slovak Republic

Owned

67Tres Cantos, Spain

Owned

37Jacksonville, FL

Leased

391Nogales, Mexico

Leased

108Warren, RI

Leased

131Saltrio, Italy

Leased

74Buenos Aires, Argentina

Owned/Leased

30Korea

Leased

27Uruguay

Leased

12Singapore

Leased

11Hong Kong

Leased

8Sao Paul, Brazil

Leased

6Bandar Sunway, Malaysia

Leased

3


We
also maintain numerous leased sales offices and retail outlets in the United States and abroad.

ITEM 3. LEGAL PROCEEDINGS

Information regarding our legal proceedings is contained in Note 14 to our consolidated financial statements included elsewhere herein and is incorporated
herein by reference.

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

Not applicable.

10

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock, par value $.01 per share (the "Common Stock"), is presently traded by dealers using the OTC Bulletin Board under the symbol "SAMC.OB". The table
below sets forth the high and low per share sale prices for the Common Stock for fiscal years 2003 and 2004 and through April 19, 2004 (as reported on the OTC Bulletin Board). The
closing price of the Common Stock on the OTC Bulletin Board on April 19, 2004 was $0.80 per share.

High

LowFiscal 2003Fiscal quarter ended:April 30, 2002

$
1.39

0.75July 31, 2002

$
1.25

0.65October 31, 2002

$
1.01

0.55January 31, 2003

$
1.01

0.25Fiscal 2004Fiscal quarter ended:April 30, 2003

$
0.80

0.33July 31, 2003

$
1.14

0.39October 31, 2003

$
0.90

0.45January 31, 2004

$
0.85

0.59Fiscal 2005February 1, 2004 through April 19, 2004

$
0.95

0.43


As
of April 19, 2004, the number of holders of record of our Common Stock was 332.

All
holders of shares of our Common Stock share ratably in any dividends declared by our Board of Directors. The payment of dividends is at the discretion of our Board of Directors and
will depend upon, among other things, the Company's earnings, financial condition, capital requirements, extent of bank indebtedness and contractual restrictions with respect to the payment of
dividends. The terms of our indebtedness and the certificate of designation for our 8% convertible preferred stock and the indenture for the 103/4% senior subordinated notes currently
restrict us from paying dividends on our common stock.

ITEM 6. SELECTED FINANCIAL DATA

The selected historical consolidated financial information presented below is derived from our audited consolidated financial statements and should be read in
conjunction with "Management's

11

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Discussion
and Analysis of Financial Condition and Results of Operations" and the Company's consolidated financial statements and related notes thereto included elsewhere in this
Form 10-K.

|                                                                    |  | Year ended January 31, |        
|------------------------------------------------------------------- |  | ---------------------- | -------
|
|
|Statement of Operations Data                                        |  |                        |        
|Net Sales                                                           |  | $                      | 769,315
|Gross Profit                                                        |  | $                      | 342,806
|Operating Income                                                    |  | $                      | 70,092 
|Net Income (Loss)                                                   |  | $                      | 3,555  
|Preferred Stock Dividends and Accretion of Preferred Stock Discount |  | $                      | (31,055
|Net Loss to Common Stockholders                                     |  | $                      | (27,500
|Weighted Average Common Shares OutstandingBasic and Diluted        |  |                        | 122,842
|Loss per Common ShareBasic and Diluted                             |  | $                      | (0.22  
|Balance Sheet Data (as of end of period)                            |  |                        |        
|Cash and Cash Equivalents                                           |  | $                      | 29,524 
|Property, Plant and Equipment, Net                                  |  | $                      | 114,471
|Total Assets                                                        |  | $                      | 501,888
|Long-Term Obligations (including Current Installments)              |  | $                      | 327,567
|Senior Redeemable Preferred Stock                                   |  | $                      |       
|Stockholders' Deficit                                               |  | $                      | (22,832

The
Company has implemented various restructuring plans and incurred restructuring charges in fiscal 2004, 2003, 2002 and 2001, which may affect the comparability of the selected
historical consolidated financial information presented above, and the comparability of such information to future years' financial information. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for further discussion of the fiscal 2004, 2003 and 2002 restructurings.

On
July 31, 2003, the Company closed a recapitalization transaction, which reduced the Company's indebtedness and converted the Company's then existing senior redeemable preferred
stock to a combination of a new issuance of preferred stock and common stock. As part of the recapitalization, new investors purchased, at par for cash, 106,000 shares of a new series of convertible
preferred stock having a liquidation preference of $106.0 million and an initial dividend rate of 8%. Additionally, the Company's then existing bank credit facility was replaced with a new
$60.0 million revolving credit agreement and all outstanding amounts owed under the old senior bank credit facility were repaid. In the recapitalization, all of the 281,131 outstanding shares
of 137/8% senior redeemable preferred stock, which had an aggregate liquidation preference of $352.0 million on July 31, 2003, were converted into 53,982 shares of new
convertible preferred stock with an aggregate liquidation preference of approximately $54.0 million, approximately 204.8 million shares of common stock and warrants to purchase
approximately 15.5 million shares of common stock at an exercise price of $0.75 per share. The Company used the proceeds from the sale of the new preferred stock and borrowings under the new
senior credit facility to repay all amounts outstanding under the old senior credit facility, to pay fees and expenses incurred in connection with the recapitalization and to make a
$5.0 million contribution to its U.S. defined benefit pension plan.

The
new convertible preferred stock issued in connection with the recapitalization is convertible into shares of common stock at a price of $0.42 per share. The dividend rate of the new
convertible preferred stock may increase or decline on or after July 31, 2008 under certain circumstances. The new

12

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convertible
preferred stock votes with the common stock on an "as converted" basis on all matters submitted to a vote of common stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors and events affecting results of operations and the financial condition of the Company for the
three years ended January 31, 2004 and should be read in conjunction with the selected financial data, the consolidated financial statements of the Company and notes thereto beginning on
page F-1. References to a fiscal year denote the calendar year in which the fiscal year ended; for example, "fiscal 2004" refers to the 12 months ended January 31,
2004. The Company's operations consist primarily of the manufacture and sale of luggage, business and
computer cases, and casual bags. The Company also licenses its brand names and is involved with the design and sale of apparel.

Overview

During the past three fiscal years, the Company's operations have been significantly affected by various events which have depressed the worldwide travel
industry and, therefore, sales of luggage and consumer products. The terrorist attacks on September 11, 2001 adversely affected the Company's sales levels for the remainder of fiscal 2002 and
well into fiscal 2003. The threat of terrorism in the period since September 11, 2001 has a continued negative effect on travel and sales of travel-related products. Additionally, travel has
been adversely affected during fiscal 2004 by the SARS threat, especially in Asia and Canada, and by the military action in Iraq. Recessionary conditions in the past few fiscal years in many
parts of the world have also had an adverse effect on sales. In fiscal 2004, the Company's operations in Europe were particularly hard hit by recession, where Germany, France, Italy and other major
markets have had high unemployment and other recessionary conditions.

In
addition to the effects of terrorism, military conflicts, epidemics and recession on travel, the Company's sales have been impacted by price and product competition in the past
several years and major changes in its distribution channels. Due to declining product costs in the Far East, where most luggage products are now manufactured, luggage prices have been
declining and price competition has increased. Certain of the Company's customers have begun to have lower-priced, lower-quality private label luggage manufactured in the Far East and have given these
products shelf space. While the trend is greater in the U.S. than in other parts of the world, consumer shopping preferences for many consumer products, including luggage, are shifting to mass
merchants and discounters from department stores and specialty retailers. This has led to many of the Company's specialty luggage retailers either going out of business or contracting their operations
during the past few years and to department stores carrying low-priced private label brands, reducing shelf space and sales of the Company's products. Consumer preference is also
changing in many parts of the world from structured luggage products to luggage and bags that are more casual and also lower priced.

The
combination of the aforementioned factors and conditions has led to a decline in sales over the past several years. The Company's consolidated sales have gone from
$783.9 million in fiscal 2001 to $736.3 million in fiscal 2002, $744.0 million in fiscal 2003 and $769.3 million in fiscal 2004. Additionally, as described below, the
decline in the average exchange rate of the dollar to the euro over the past two fiscal years also had the effect of increasing reported sales.

In
response to these challenges, the Company's strategy has been to reduce its cost structure, change its brand strategies, and invest in its own retail channel of distribution. Over the
past several years, the Company has completed several restructuring initiatives primarily involving the closing of Company-owned manufacturing plants and the relocation of production to lower
cost Eastern Europe plants or Far East contract manufacturers, primarily in China. The Company has expanded its

13

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offerings
in the lower-priced categories by increasing product offerings under the American Tourister brand in the U.S. and is exploring other brands for use in the lower end of the European markets
and for casual bags in the Americas' markets. The Company has also opened or purchased additional retail stores throughout its worldwide operations. In the fourth quarter of fiscal 2004, the Company
retained a consulting firm to examine its marketing strategies. The consulting firm has made many recommendations regarding brand positioning, product innovation and design, and advertising
expenditure levels all specifically designed to increase future sales volume. The Company has begun to implement many of these strategic recommendations and plans to significantly increase advertising
levels in fiscal 2005 and beyond.

Major
items, which affected the Company's results of operations and liquidity and capital resources in fiscal 2004, included the following:

On
July 31, 2003, the Company completed a recapitalization to improve its capital structure by eliminating mandatorily redeemable preferred stock and reducing debt levels. The
recapitalization consisted of the sale to these investors, at par, for cash, of 106,000 shares of a new series of convertible preferred stock with an initial dividend rate of 8% and a liquidation
preference of $106.0 million. The Company's 281,131 shares of 137/8% senior redeemable preferred stock having an aggregate liquidation preference of $352.0 million on
July 31, 2003 were converted into (i) 53,982 shares of the new convertible preferred stock with an aggregate liquidation preference of approximately $54.0 million,
(ii) approximately 204.8 million shares of common stock, and (iii) warrants to purchase approximately 15.5 million shares of common stock at an exercise price of $0.75 per
share. Additionally, the Company's then existing senior bank credit facility was replaced with a new $60.0 million asset-based revolving credit agreement. Proceeds from the sale of the new
preferred stock were used to repay amounts outstanding under the old senior credit facility, to pay expenses of the recapitalization transactions, and to contribute $5.0 million to the
Company's U.S. defined benefit pension plan. The recapitalization had the effect of reducing charges for preferred stock dividends and interest during the last half of the fiscal year. As a result of
the recapitalization, a new nine-member board of directors was constituted.

At
January 31, 2004, the Company had cash on hand of $29.5 million and total debt of $333.7 million. This compares to cash on hand of $22.7 million and total
debt of $432.6 million at January 31, 2003. Availability for borrowing on the Company's asset-based revolving credit facility at January 31, 2004 was 22 million euros and
$32 million U.S. dollars. At January 31, 2004, the Company had $5.5 million of letters of credit outstanding under the U.S. revolving credit facility which reduced net
availability to the U.S. line to $26.5 million. The improvement in the Company's liquidity position is due to the effects of the recapitalization and improved operating cash flow.

Since
approximately 45% of the Company's reported U.S. dollar sales are derived from operations reported in euros, the decline in the average exchange rate of the dollar to the euro over
the past two fiscal years has had a dramatic effect on the Company's reported results of operations. Results of operations for fiscal 2004 were translated at an average euro exchange rate of
1.136 euros to the dollar while fiscal 2003 results were translated at an average euro exchange rate of .946 euros to the dollar. Thus, while local sales denominated in euros declined by 6.9% (the
constant U.S. dollar equivalent of $21.5 million), these euro denominated sales, when translated to U.S. dollars, increased by approximately $36.2 million or 11.8%. The strengthening of
the euro to 1.136 from .946 thus had the effect of increasing reported sales by approximately $57.7 million between fiscal 2004 and 2003. The stronger euro also resulted in increases in
reported cost of sales and other operating expenses in fiscal 2004 compared to fiscal 2003. Certain of the most significant effects from the differences in exchange rates are noted in the analysis of
Results of Operations and Liquidity and Capital Resources and are referred to as an "exchange rate difference." This exchange rate difference also had an effect on fiscal 2003 results compared to
fiscal 2002 results, although less significant than fiscal 2004 compared to fiscal 2003. Without the exchange rate difference, consolidated fiscal 2004 sales would have been lower than

14

---



reported
by $32.4 million compared to fiscal 2003 and consolidated fiscal 2003 sales would have been lower than reported by $9.1 million compared to fiscal 2002 sales.

In
the fourth quarter of fiscal 2004, the Company decided to close its Nogales, Mexico hardside manufacturing plant and to begin sourcing hardside products for North America from its
hardside plant in India. In connection with this plant closing, the Company recorded an impairment charge for the Nogales manufacturing assets of approximately $2.7 million and a restructuring
provision of approximately $1.8 million for severance costs.

The
Company also recorded an impairment provision of approximately $1.3 million to write-down to fair market value the cost of certain apparel brands which are owned by the
Company and licensed to others.

The
Company has licensed the Samsonite brand in Japan to a third party for over thirty years. The current license agreement is due to expire in December 2004 and the
Company and the third party licensee have agreed that it will not be renewed at that time. The Company will enter the Japanese market at that time through acquisition, direct sales distribution or by
partnering with other companies upon the expiration of the license agreement. The Company has realized revenues and operating income of $5.2 million, $3.5 million, and
$4.0 million in fiscal years 2004, 2003 and 2002, respectively, from this license agreement. Results of operations in future years will be affected by the expiration of this
license agreement and the Company's ability to compete profitably in the Japanese market by other means.

Results of Operations

The Company analyzes its net sales and operations by the following divisions: (i) "European" operations which include its European sales, manufacturing and
distribution, wholesale and retail operations; (ii) the "Americas" operations which include wholesale and retail sales and distribution operations and corporate headquarters in the United
States, and "Other Americas" operations which include operations in Canada and Latin America; (iii) "Asian" operations which include the sales, manufacturing and distribution operations in
India, China, Singapore, South Korea, Hong Kong, Taiwan and Malaysia; and (iv) licensing operations.

Fiscal 2004 Compared to Fiscal 2003

Sales.The following is a summary of the Company's revenues by operating segment.

Year ended January 31,2004

2003(in millions)Europe

$
344.5

308.3Americas


336.1

349.3Asia


66.7

67.2Licensing


22.0

19.2Total Revenue

$
769.3

744.0


On
a U.S. dollar basis, sales from European operations increased to $344.5 million in fiscal 2004 from $308.3 million in fiscal 2003, an increase of $36.2 million,
or 11.7%. Expressed in the local European currency (euros), fiscal 2004 sales declined by 6.9%, or the U.S. constant dollar equivalent of $21.5 million, from fiscal 2003. The local currency
sales decline in Europe is due primarily to the continuing difficult economic climate in Europe, increasing unemployment levels and shifting consumer preferences.

15

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Sales
from the Americas operations declined to $336.1 million in fiscal 2004 from $349.3 million in fiscal 2003, a decline of $13.2 million or 3.8%. The decline was
primarily due to a decrease in U.S. Wholesale sales of $16.5 million and in Other Americas sales of $4.9 million, partially offset by an increase in U.S. Retail sales of
$8.2 million. U.S. Wholesale sales decreased to $174.9 million in fiscal 2004 from $191.4 million in the prior year, a decrease of 8.6%. The decrease in U.S. Wholesale sales is
due to the market shift to lower-priced products, price discounting by competitors and the continued effects of the war in Iraq and the SARS virus on travel and sales of travel-related products. Prior
year sales also included approximately $7.1 million in sales as part of a co-branded promotion which did not recur in fiscal 2004. Sales in the U.S. Retail division increased to
$117.0 million in fiscal 2004 from $108.8 million in the prior year due to an increase in the number of stores. Same store U.S. Retail division sales for fiscal 2004 declined by 2.5%. As
of January 31, 2004, there were 202 company-owned retail stores compared to 195 stores at January 31, 2003; although 22 of the stores open at the end of fiscal 2003 were purchased during
the fourth quarter of fiscal 2003 and contributed only two months of sales in the prior year. The decline in sales of the Other Americas to $44.2 million in fiscal 2004 from
$49.2 million in the prior year, or 10%, is primarily due to the sale of the Canadian automotive molding operation in the fourth quarter of fiscal 2003, which resulted in a decrease in sales of
approximately $6.5 million in fiscal 2004 from fiscal 2003. Offsetting this decrease is an increase in sales in Argentina of $1.3 million compared to fiscal 2003 due to improved economic
conditions and the strengthening of the Argentina peso versus the dollar.

Sales
from Asian operations decreased to $66.7 million in fiscal 2004 from $67.2 million in fiscal 2003, a decrease of $0.5 million or 0.7%. The decline in sales is
primarily due to the continued difficult political and economic conditions in the Korean peninsula, which contributed to a 14.8% decline in sales of Korea. Sales in China were severely impacted by the
SARS epidemic particularly during the first six months of the year declining by 7.9% in fiscal 2004. Offsetting these losses was an increase in sales of $1.7 million in Hong Kong and
$2.0 million in India, as they returned to more normal sales levels as the effects of the SARS outbreak and the war in Iraq subsided in the later half of the fiscal year.

The
increase in royalty revenues is primarily due to an increase in revenues from the Japanese luggage licensee and a $1.8 million royalty received upon the settlement of a
trademark infringement action taken by the Company against a third party.

Gross Profit.Consolidated gross profit of $342.8 million in fiscal 2004 increased from consolidated gross profit in
fiscal 2003 of $313.7 million, an increase of $29.1 million. Consolidated gross margin as a percentage of sales increased by 2.4 percentage points from 42.2% in fiscal 2003 to
44.6% in fiscal 2004.

Higher
margins and gross profit in fiscal 2004 compared to fiscal 2003 are primarily due to (i) lower costs in Europe and Asia from the effect of a stronger European currency on
product costs paid for in U.S. dollars, (ii) the continued effects of shifting production and product sourcing to lower cost countries, (iii) increased sales from Company-operated retail
stores which carry higher margins and (iv) increased licensing revenues.

Selling, General and Administrative Expenses ("SG&A").Consolidated SG&A of $265.7 million in fiscal 2004 increased
from $240.1 million in fiscal 2003, an increase of $25.6 million. Increased SG&A in fiscal 2004 compared to fiscal 2003 is primarily due to (i) the exchange rate difference which
caused a $17.5 million increase in Europe's SG&A, (ii) a $4.0 million reduction in pension income from the U.S. pension plan, (iii) higher advertising expenses and
(iv) higher selling and occupancy expenses due to an increased number of worldwide Company-operated retail stores.

Asset Impairment and Provision for Restructuring Operations.During the fourth quarter of fiscal 2004, the Company adopted a
plan to close its Nogales, Mexico manufacturing plant for hardside

16

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luggage,
which will be implemented in fiscal year 2005. The Company has determined that it can cost effectively import its hardside luggage products from its hardside plant in India. An asset
impairment of $2.7 million was recorded in the fourth quarter of fiscal 2004 to reduce the carrying amount of plant, machinery and equipment to estimated fair market value. The Company also
recorded a $1.8 million restructuring provision for the termination and severance benefits payable with respect to approximately 140 positions that will be eliminated in fiscal 2005. Annual
operating cost savings from the fiscal 2004 Nogales restructuring are expected to be approximately $0.9 million beginning in fiscal 2005 and $1.5 million at the Nogales facility per year
thereafter.

Interest Expense and Amortization of Debt Issue Costs and Premium.Interest expense and amortization of debt issue costs
declined to $43.5 million in fiscal 2004 from $48.0 million in fiscal 2003. The decline in interest expense is due primarily to lower interest rates and lower average balances
outstanding under the Company's senior credit facilities primarily as a result of the July 31, 2003 recapitalization. As of January 31, 2004, over 95% of the Company's debt was in fixed
rate instruments. Interest expense includes $2.2 million in amortization of debt issuance costs in fiscal 2004 and $2.1 million in fiscal 2003.

Other Income (Expense)Net.The following is a comparative analysis of the components of Other Income
(Expense)Net.

Year ended January 31,2004

2003(in millions)Net loss from foreign currency forward delivery contracts used to hedge results of European operations

$
(0.5
)
(4.8
)Loss on disposition of assets held for sale and fixed assets, net


(0.1
)
(1.4
)Bank loan amendment fees and write-off of deferred financing costs and expenses


(5.8
)
(3.1
)Foreign currency transaction losses




(2.8
)Pension costs


(1.8
)
(0.2
)Other, net


(2.2
)
(2.2
)$
(10.4
)
(14.5
)


Net
loss from foreign currency contracts used to hedge the results of European operations decreased to a loss of $0.5 million in fiscal 2004 from a loss of $4.8 million in
fiscal 2003 due to decreased hedging activities during fiscal 2004 when the dollar continued to weaken against the euro.

The
change in the loss on sale of assets from fiscal 2004 to fiscal 2003 is due primarily to the loss on the sale of the Canadian automotive parts molding operation in fiscal 2003.

The
increase in bank loan amendment fees and write-off of deferred financing costs in fiscal 2004 from fiscal 2003 is due to the write-off of unamortized costs
relating to the refinanced senior credit facility and other costs incurred to pursue other capital structure improvement alternatives prior to the July 31, 2003 recapitalization.

Foreign
currency transaction losses in fiscal 2004 decreased from fiscal 2003 due to currency devaluations in South American countries in fiscal 2003 which did not recur in fiscal 2004.

Pension
costs represent the actuarial determined pension expense associated with the pension plans of two companies unrelated to the Company's operations whose pension obligations were
assumed by the Company as a result of a 1993 agreement with the Pension Benefit Guaranty Corporation. The plans were part of a controlled group of corporations of which the Company was a part prior to
1993. The increase in pension expense is a result of the decline in the equity markets in fiscal 2002 and the

17

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decrease
in interest rates used to discount pension obligations. For a further discussion of pension plan expense, see Pension Plans under Critical Accounting Policies included elsewhere herein.

Income Taxes.Income tax expense increased to $10.4 million in fiscal 2004 from $3.0 million in fiscal 2003, an
increase of $7.4 million. The increase in income tax expense is due primarily to a $5.0 million credit to income tax expense in fiscal 2003. As a result of the completion of federal
income tax audits in the U.S., the Company reduced U.S. federal and state accrued income taxes by $5.0 million in fiscal 2003 for excess accrued taxes related to prior years. This
increase is also partially due to higher foreign income taxes for the European operations because of the exchange rate difference and higher income before taxes. Valuation allowances were provided for
all U.S. deferred tax assets in fiscal 2004 and 2003 based on an assessment of the likelihood of their realization in view of (i) the U.S. current year net operating loss for book and tax
purposes, (ii) expiration dates for tax net operating losses incurred in prior years and annual statutory limitations on the future utilization of net operating loss carryforwards, and
(iii) the Company's forecasts of future taxable income. The difference between expected income tax expense, computed by applying the U.S. statutory rate to income from continuing operations,
and income tax expense recognized, results primarily because of (i) foreign income tax expense provided on foreign earnings, (ii) the effect of providing no tax benefit for U.S.
operating losses, and (iii) state and local income taxes.

Preferred Stock Dividends and Accretion of Preferred Stock Discount.This item represents the accrual of cumulative dividends
and accretion of discount on the 137/8% senior redeemable preferred stock, which was retired as of July 31, 2003, and the accrual of cumulative dividends on the 8% convertible
preferred stock since July 31, 2003. The amount decreased in fiscal 2004 from fiscal 2003 by $11.8 million because of the reduction in the coupon rate and face amounts of the issuances
as a result of the July 31, 2003 recapitalization.

Net Loss to Common Stockholders.This amount represents net loss after dividends payable and the accretion of the discount on
the senior redeemable preferred stock and is the amount used to calculate net loss per common share. The net loss to common stockholders decreased to $27.5 million from $39.5 million;
the net loss per common share declined to $0.22 from $1.99 per share. The weighted average number of shares of common stock outstanding used to compute loss per share in fiscal years 2004 and
2003 was 122,842,078 and 19,862,661, respectively. The Company had 224,705,324 shares of common stock outstanding as of January 31, 2004. The increase in weighted average shares outstanding was
due to 204.8 million shares common shares issued in the July 31, 2003 recapitalization.

Fiscal 2003 Compared to Fiscal 2002

The following is a summary of the Company's revenues by operating segment.

Year ended January 31,2003

2002(in millions)Europe

$
308.3

298.9Americas


349.3

353.8Asia


67.2

62.2Licensing


19.2

21.4Total Revenue

$
744.0

736.3


Sales.On a U.S. dollar basis, sales from European operations increased to $308.3 million in fiscal 2003 from
$298.9 million in fiscal 2002, an increase of $9.4 million, or 3.1%. Expressed in the local European currency (euros), fiscal 2003 sales declined by 2.5%, or the U.S. constant dollar
equivalent of

18

---



$8.4 million,
from fiscal 2002. The local currency sales decline in Europe is due to slow economic conditions, a generally sluggish retail climate and continued negative travel statistics in
many European countries. One of Samsonite Europe's largest markets, Germany, has had a particularly sluggish economy, which negatively affected the Company's European luggage sales.

Sales
from the Americas operations declined to $349.3 million in fiscal 2003 from $353.8 million in fiscal 2002, a decline of $4.5 million or 1.3%. The decline was
due to a decrease in U.S. Retail sales of $3.0 million and a decrease in Other Americas sales of $6.7 million, partially offset by an increase in U.S. Wholesale sales of
$5.2 million. U.S. Wholesale sales increased to $191.4 million in fiscal 2003 from $186.2 million in the prior year, an increase of 2.8%. Prior year U.S. Wholesale sales were
adversely affected by the immediate impact of the September 11, 2001 terrorist attacks (the "September 11 events") on the U.S. economy and the travel industry and related businesses.
Fiscal 2003 sales included $7.1 million in new sales in the premium channel as part of a co-branded promotion with a tire company and $8.0 million in first time sales of
computer bags to a computer manufacturer and seller. Sales in the U.S. Retail division declined to $108.8 million in fiscal 2003 from $111.8 million in the prior year due to a comparable
store sales decline of 1.1% from the same period in the prior year and a fewer average number of stores open during the fiscal 2003 year. During the fourth quarter of fiscal 2003, the Company
acquired 22 retail stores from a national specialty luggage retailer for approximately $1.0 million, which did not include the cost of acquired inventory. As of January 31, 2003, there
were 195 company-owned retail stores, including the 22 stores purchased in the fourth quarter of fiscal 2003, compared to 183 stores at January 31, 2002. The decline in sales of the Other
Americas to $49.2 million in fiscal 2003 from $55.9 million in the prior year, or 12.0%, is due to lower sales from all of the Other Americas countries and a fiscal 2003 devaluation of
the local currencies in Mexico and Latin America compared to the U.S. dollar. The steepest decline in sales came from Argentina due to the political and economic difficulties present in that country
and a 70% devaluation of the Argentine peso relative to the U.S. dollar in fiscal 2003. Sales in Mexico and Latin America have been adversely affected by the weak economies in those regions. Fiscal
2003 sales from the Other Americas includes $6.4 million in sales from the Canadian molding operation, which was sold in the fourth quarter of fiscal 2003.

Sales
from Asian operations increased to $67.2 million in fiscal 2003 from $62.2 million in fiscal 2002, an increase of $5.0 million or 8.0%. All of the Asian
operations, except for Singapore, had sales increases over the prior year. The decline in sales from Singapore is due to slower economic conditions in the country and the transfer of sales to the
Company's Malaysia operations, which commenced in fiscal 2002. Previously, Singapore was the distributor to Malaysia. The most significant increase in revenues from Asian operations was in China with
a $2.3 million, or 24% increase in revenues from the prior year, due primarily to economic growth in China and the success of new company-owned retail stores there.

Royalty
revenues from licensing operations declined to $19.2 million from $21.4 million between 2003 and 2002, a decrease of $2.2 million. Licensing revenues
decreased because prior year revenues from
non-luggage brands included $1.1 million due to the sale of McGregor trademark registrations, primarily in China, and a decrease in revenue from licensing on non-luggage
brands.

Gross Profit.Consolidated gross profit for fiscal 2003 of $313.7 million increased from consolidated gross profit in
fiscal 2002 of $292.7 million by $21.0 million. Consolidated gross margin as a percentage of sales increased by 2.4 percentage points, from 39.8% in fiscal 2002 to 42.2% in fiscal
2003. Excluding restructuring expenses of $3.3 million in fiscal 2003 and $5.5 million in fiscal 2002 included in cost of goods sold, gross profit margins were 42.6% in fiscal 2003 and
40.5% in fiscal 2002.

Higher
margins and gross profit in fiscal 2003 compared to fiscal 2002 are primarily due to (i) low margins in fiscal 2002 because of depressed sales following the terrorist
attacks on September 11, 2001, which negatively affected margins and (ii) improvements in fiscal 2003 results from the effects of

19

---



restructuring
U.S. and European manufacturing operations. Increased raw material prices and the effect of foreign currency hedges for goods purchased with U.S. dollars in fiscal 2003 negatively
impacted margins and partially offset the positive impact of restructuring savings and increased sales.

Selling, General and Administrative Expense ("SG&A").Consolidated SG&A of $240.1 million decreased from
$249.9 million in fiscal 2002, a decrease of $9.8 million. The exchange rate difference caused European SG&A to increase in fiscal 2003 by $4.6 million over fiscal 2002. SG&A
declined by $16.4 million (before the exchange rate difference) in the European and Americas operating segments due to lower variable selling, advertising, marketing and other general and
administrative expenses due to cost control measures and fewer U.S. retail stores open in the U.S. compared to fiscal 2002. Asia's SG&A increased by $2.4 million from fiscal 2002 because of
increased sales levels in fiscal 2003 and SG&A for licensing decreased by $0.4 million from fiscal 2002. These reductions were partially offset by higher incentive compensation expenses.

Asset Impairment and Provision for Restructuring Operations.In the first quarter of fiscal 2003, the Company implemented a
plan adopted in the fourth quarter of fiscal 2002 to restructure its Mexico City operations. The Mexico City restructuring eliminated softside manufacturing in the Company's Mexico City facilities.
The Company determined that it could more cost effectively import its softside luggage products from China. A restructuring provision of $2.0 million was recorded in the first quarter of fiscal
2003 in connection with the Mexico City restructuring, relating primarily to termination and severance costs for approximately 322 positions, which have been eliminated. In connection with these
activities, the Company recorded a $0.5 million asset impairment to the carrying amount of machinery and equipment no longer used in production.

During
fiscal 2003, the Company recorded additional asset impairments totaling $0.4 million to the carrying amount of machinery and equipment in the U.S. Wholesale and European
operations associated with the fiscal 2002 restructuring of those operations.

In
fiscal 2002, the Company recorded a restructuring provision of $3.6 million relating to the discontinuation of manufacturing operations in Denver, Colorado. The provision
relates to termination and severance costs for approximately 340 affected employees at the Denver manufacturing operations. During the fourth quarter of fiscal 2003, the Company recorded a
$0.6 million credit to the fiscal 2002 Denver restructuring reserve for severance costs that were lower than initially anticipated.

In
fiscal 2002, the Company also recorded a $2.9 million restructuring provision associated with the restructuring of softside manufacturing operations located in Nogales, Mexico.
After the admission of China to the World Trade Organization, the Company determined it was more cost effective to purchase products previously manufactured in the Nogales, Mexico facility from Asian
goods vendors. The restructuring included discontinuing softside production in Nogales and vacating a leased manufacturing building. The provision related to termination and severance costs for the
elimination of approximately 534 positions in the Nogales manufacturing operations, and lease termination costs for the vacated manufacturing building. In connection with these activities, during the
fourth quarter of fiscal 2002, the Company recorded a $1.9 million asset impairment to the carrying amount of machinery and equipment no longer used in production.

In
fiscal 2002, the Company also recorded a $5.0 million restructuring provision associated with the restructuring of the European operations which included the elimination or
downsizing of underutilized manufacturing facilities and labor forces. The provision related primarily to termination and severance costs for the elimination of 233 positions in the Company's
manufacturing operations in Henin Beaumont, France, Tres Cantos, Spain, Torhout, Belgium, and Saltrio, Italy. Manufacturing in France continued, although at a reduced level of output. The Torhout,
Belgium manufacturing facility was sold subsequent to January 31, 2003. Manufacturing in Italy has been closed down and the existing leased facility continues to be used for other sales and
distribution activity.

20

---



Interest Expense and Amortization of Debt Issue Costs and Premium.Interest expense and amortization of debt issue costs
declined to $48.0 million in fiscal 2003 from $49.0 million in fiscal 2002. The decline in interest expense is due primarily to lower interest rates on and lower average balances
outstanding under the Company's senior credit facility. As of January 31, 2003, over 75% of the Company's debt was in fixed rate instruments. Interest expense includes $2.1 million in
amortization of debt issuance costs in fiscal 2003 and 2002.



The following is a comparative analysis of the components of Other Income (Expense)Net.

Year ended January 31,2003

2002(in millions)Net gain (loss) from foreign currency forward delivery contracts used to hedge results of European operations

$
(4.8
)
2.4Gain (loss) on disposition of assets held for sale and fixed assets, net


(1.4
)
0.6Bank loan amendment fees and write-off of deferred financing costs and expenses


(3.1
)
(1.8
)Foreign currency transaction losses


(2.8
)
(1.0
)Pension income (costs)


(0.2
)
0.7Other, net


(2.2
)
(0.9
)$
(14.5
)
(0.0
)


Net
gain (loss) from foreign currency forward delivery contracts used to hedge results of European operations changed to a loss in fiscal 2003 of $4.8 million from a gain of
$2.4 million in fiscal 2002 due to the strengthening of the euro translation rates from hedged rates on contracts entered at the beginning of fiscal 2003.

Gain
(loss) on disposition of assets held for sale and fixed assets changed to a loss of $1.4 million in fiscal 2003 from a gain of $0.6 million in fiscal 2002 primarily
because of a loss incurred on the sale of Canadian automotive parts molding operations.

Bank
loan amendment fees and write-off of deferred financing costs and expenses increased by $1.3 million in fiscal 2003 over fiscal 2002 because of the
write-off of certain costs incurred to refinance the Company's senior credit facilities.

Foreign
currency transaction losses increased by $1.8 million in fiscal 2003 over fiscal 2002 due to weakening of Latin American currencies throughout fiscal 2003.

Pension
costs represent the actuarial determined pension expense associated with the pension plans of two companies unrelated to the Company's operations whose pension obligations were
assumed by the Company as a result of a 1993 agreement with the Pension Benefit Guaranty Corporation. The plans were part of a controlled group of corporations of which the Company was a part prior to
1993. The increase in pension costs from income of $0.7 million to expense of $0.2 million is a result of the decline in equity markets in 2002 and the decrease in interest rates used to
discount pension obligations. For a further discussion of pension plan expense, see Pension Plans under Critical Accounting Policies included elsewhere herein.

21

---





Income Taxes.Income tax expense decreased to $3.0 million in fiscal 2003 from $6.9 million in fiscal 2002, a
decline of $3.9 million. The decline in income tax expense is due primarily to a $5.0 million credit to income tax expense in fiscal 2003. As a result of the completion of federal income
tax audits in the U.S., the Company reduced U.S. federal and state accrued income taxes by $5.0 million in fiscal 2003 for excess accrued taxes related to prior years. This decline was
partially offset by higher foreign income taxes for the European and Asian operations associated with higher taxable income from those operations. Valuation allowances were provided for all U.S.
deferred tax assets in fiscal 2003 and 2002 based on an assessment of the likelihood of their realization in view of (i) the U.S. current year net operating loss for book and tax purposes,
(ii) expiration dates for tax net operating losses incurred in prior years, and (iii) the Company's forecasts of future taxable income taking into account the level of ongoing
interest expense as a result of the 1998 recapitalization. The difference between expected income tax expense, computed by applying the U.S. statutory rate to income from continuing operations, and
income tax expense recognized, results primarily because of (i) foreign income tax expense provided on foreign earnings, (ii) the effect of providing no tax benefit for U.S. operating
losses, and (iii) state and local income taxes.

Preferred Stock Dividends and Accretion of Preferred Stock Discount.This item represents the accrual of cumulative dividends
on senior redeemable senior preferred stock and the accretion of the original issue discount over the twelve-year term of the senior redeemable preferred stock. The increase of
$5.3 million in dividends versus the prior year is due to the compounding effects of the dividend rate on previously issued share dividends.

Net Loss to Common Stockholders.This amount represents net loss after dividends payable and the accretion of the original
issue discount on the Senior Redeemable Preferred Stock and is the amount used to calculate net loss per common share. The net loss to common stockholders decreased to $39.5 million from
$71.1 million; the net loss per common share declined to $1.99 from $3.59 per share. The weighted average number of shares outstanding used to compute loss per share in fiscal years 2003
and 2002 was 19,862,661 and 19,809,121, respectively.

Liquidity and Capital Resources

At January 31, 2004, the Company had worldwide cash of $29.5 million and working capital of $149.2 million. The Company believes its cash and
working capital levels are adequate to meet the operating requirements of the Company.

The
Company's primary sources of liquidity are its cash flow from operations and borrowing availability under its senior credit facility. During fiscal 2004, the Company's cash flow from
operations was $28.0 million compared to $21.6 million in fiscal 2003. During fiscal 2004, the Company's cash flow from operations together with amounts available under its credit
facilities was sufficient to fund fiscal 2004 operations, scheduled payments of principal and interest on indebtedness, and capital expenditures.

As
discussed under "Overview", the Company completed a recapitalization transaction as of July 31, 2003 which resulted in the repayment of its existing senior credit facility and
entering into a new senior credit facility for up to a maximum borrowing base of $35 million for the Company and 22 million euros for its European subsidiary. The borrowing base under
the U.S. facility is generally calculated as a percentage of the Company's U.S. inventory and receivables increased by an agreed upon value for real estate and decreased by certain other obligations.
The European borrowing base is calculated monthly based on a ratio of European debt to trailing twelve months European earnings before interest, taxes, deprecation and amortization. At
January 31, 2004, these borrowing base calculations resulted in $32 million available for borrowing in the U.S. and 22 million euros available for borrowing by the European
subsidiary. At January 31, 2004, the Company had $5.5 million of letters of credit outstanding under the U.S. portion of the facility which reduced the net availability on

22

---



the
U.S. line of credit to $26.5 million. At January 31, 2004, no amounts were outstanding under the European portion of the facility.

The
Company's long-term debt structure includes $322.9 million of 103/4% senior subordinated notes which are due in June 2008. Annual cash
interest on these notes totals approximately $34.7 million and is due in semiannual installments of approximately $17.4 million each at June 15 and December 15. Assuming
the current interest rate environment remains favorable, the Company will consider refinancing these notes in fiscal 2005. The notes are rated Caa1 by Moody's Investors Service; such ratings affect
the terms under which the Company may be able to refinance the notes.

The
Company's results of operations and cash flow are particularly sensitive to any events which affect the travel industry such as terrorist attacks, armed conflicts anywhere in the
world, epidemic threats such as SARS, or any other event which reduces or restricts travel. Any event which would have the effect of depressing results of operations or cash flows could also restrict
amounts the Company and its European subsidiary would have available to borrow under the senior credit facility.

Off-Balance Sheet Financing and Other Matters

The Company's most significant off-balance sheet financing arrangements as of January 31, 2004 are non-cancelable operating lease
agreements, primarily for retail floor
space and warehouse rental. The Company does not participate in any off-balance sheet arrangements involving unconsolidated subsidiaries that provide financing or potentially expose the
Company to unrecorded financial obligations.

In
certain European countries, the Company receives negotiable trade acceptances as payment for goods with maturities from 60 to 90 days from the date of issuance. These
instruments are generally discounted to banks with recourse. At January 31, 2004, approximately $14.3 million of such instruments had been discounted and, by the terms of their maturity
dates, were uncollected by the banks. Any probable bad debt losses for trade receivables or acceptances have been reserved for in the allowance for doubtful accounts. The Company's lenders have issued
letters of credit in the U.S. totaling $5.5 million and documentary letters of credit in Europe totaling $1.8 million as of January 31, 2004. The Company has issued other
guaranties totaling $2.1 million to meet operational requirements.

The
following summarizes the Company's contractual cash obligations under long-term debt and capital lease obligations, operating lease agreements and purchase commitments
and other long-term liabilities as of January 31, 2004:

|                                                     |  | Payments due by period
|---------------------------------------------------- |  | ----------------------
|
|
|Long-term debt and capital lease obligations         |  | $                     
|Operating leases                                     |  |                       
|Purchase commitments and other long term liabilities |  |                       
|                                                     |  |                       
|Total contractual cash obligations                   |  | $                     
|                                                     |  |                       

The
Company may be required to make cash contributions into its U.S. pension plan in future periods depending on stock market and interest rate conditions. Such obligations have not been
included in the above table. Based on current market and interest rate conditions and expected future returns on assets, the Company believes it may not be required to make a contribution to the plan
until fiscal 2009. The Company prepared this estimate based on what it believes are reasonable assumptions related to expected future rates of return on pension assets and interest rates. Actual cash
contributions required to be made to the U.S. pension plan could vary significantly from these estimates based on actual future returns on pension assets and future interest rates, both of which are
highly unpredictable.

23

---



The
total of purchase commitments and other long-term liabilities in the table above includes individual obligations over $50,000.

The
Company's principal foreign operations are located in Western Europe, the economies of which are not considered to be highly inflationary. The Company enters into foreign exchange
contracts in order to reduce its exposure on certain foreign operations through the use of forward delivery commitments. During the past several years, the Company's most effective reduction to
exposure against foreign currency changes has been the foreign currency denominated debt balances maintained in respect to its foreign operations. No assurance can be given that the Company will be
able to offset losses in sales and operating income from negative exchange rate fluctuations through foreign currency forward exchange contracts, options, or other instruments which may be available
to reduce economic exposure to currency fluctuations. Geographic concentrations of credit risk with respect to trade receivables are not significant as a result of the diverse geographic areas covered
by the Company's operations.

Critical Accounting Policies

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and our
significant accounting policies are summarized in Note 1 to the accompanying consolidated financial statements. The preparation of
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

The
Company's accounting for inventory at the lower of cost or market value, accruals for allowances for doubtful accounts, impairment of long-lived assets, impairment of
intangible assets not being amortized, accruals for restructuring activities and U.S. defined benefit pension plan involve accounting policies which are most affected by management's judgment and the
use of estimates.

Inventories

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of such inventory and
estimated market value based upon assumptions about future demand and market conditions for the products in our wholesale distribution channels and retail outlet stores. If actual demand or market
conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts based on its historical experience and provides for any specific collection issues that are identified.
Such allowances have historically been adequate to provide for our doubtful accounts but involve a significant degree of management judgment and estimation. Better or worse than expected future
economic conditions, unknown customer credit problems and other factors may require adjustments to allowances for doubtful accounts provided for in future periods.

Asset Impairment and Provision for Restructuring Operations

The Company provides for restructuring activities and impairment of long-lived assets in accordance with SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities". The Company's provisions for such items has historically been adequate; however,
such provisions involve significant estimates of certain liabilities and of the market value of assets to be disposed of which can be affected by future events and market conditions.

24

---



Intangibles Not Being Amortized

Upon the adoption of SFAS 142,"Goodwill and Other Intangible Assets,"on February 1, 2002, the
Company discontinued amortization of intangibles with an indefinite life consisting of the unamortized cost of goodwill of $3.3 million and the unamortized cost of the Samsonite and American
Tourister tradenames of $84.1 million. SFAS 142 requires that intangibles not subject to amortization be tested annually, or more frequently as events and circumstances dictate, by
comparing the fair value of the asset to its carrying amount. The Company has estimated the fair market value of unamortized goodwill and the Samsonite and American Tourister tradenames using
internally developed estimates of fair market value and believes no impairment of the unamortized carrying amount has occurred as of January 31, 2004. Such estimation of the fair market value
of intangibles involves significant assumptions, which may be affected by future events and market conditions.

Pension Plans

The Company has a qualified defined benefit plan which covers most of its U.S. employees and a nonqualified defined benefit plan which covers certain highly
compensated executives. The Company records pension expense and income in accordance with SFAS 87,"Employers' Accounting for
Pensions."The Company had credits to the results of operations from pension income of $0.2 million, $5.9 million
and $6.1 million for the fiscal years ended January 31, 2004, 2003 and 2002, respectively. Inherent in pension valuations are several important assumptions, including discount
rates and expected return on assets, which are updated at the beginning of each plan year based on current market conditions. Significant changes in pension credits or expense may occur in the future
due to changes in assumptions caused by changing market conditions.

The
key assumptions used in developing the pension credit of $0.2 million related to these plans in fiscal 2004 were a 6.75% discount rate; an 8.25% expected return on plan
assets, and a 3.50% rate of compensation increase. In the prior fiscal year 2003, assumptions used were a 7.00% discount rate; an 8.25% expected return on plan assets, and a 3.50% rate of compensation
increase. The pension credit related to the Plans decreased to $0.2 million in fiscal 2004 from $5.9 million in fiscal 2003. Pension expense related to these plans is expected to be
approximately $2.6 million in fiscal 2005. The decrease in the pension credit is a result of a decrease in plan assets caused by market conditions in fiscal 2002 and a sharp decrease in the
amount of unrecognized gains being amortized.

In
selecting the discount rate of 6.75%, various high quality bond indices including Moody's Aa rates were considered. Holding all other assumptions constant, a one-half
percent increase or decrease in the discount rate would have increased or decreased the fiscal 2004 pre-tax loss by approximately $0.7 million.

The
Plans' investment allocations are targeted at approximately 65% large capitalization stocks and 35% large capitalization corporate bonds. The Company considered the historical
returns and future expectations for returns for each of these asset classes and the target allocation of the portfolio to develop the expected long-term rate of return assumption of 8.25%.
Holding all other assumptions constant, a one-half percent increase or decrease in the expected return on plan assets would have increased or decreased the fiscal 2004 pre-tax
loss by $0.9 million. The asset allocation and related assumed expected rate of return used in fiscal 2005 is not expected to be significantly different from fiscal 2004.

The
Company's actuaries calculate the Plans' obligations at the end of each plan year (December 31) and such measurement date valuation is used to record pension obligations in
the Company's fiscal year-end financial statements in accordance with SFAS 87. At the measurement date, the estimated accumulated benefit obligation (the actuarial present value of
benefits attributed to employee service and compensation levels prior to the measurement date without considering future compensation levels), commonly referred to as the "ABO", exceeded the fair
value of the Plans' assets

25

---



at
December 31, 2003. This was due primarily to negative returns on the pension investments as a result of the decline in equity markets during 2002 and a decline in the discount rate used to
estimate the pension liability because of lower U.S. interest rates. As a result, at January 31, 2003, the Company was required to record a $33.7 million minimum liability for the excess
of ABO over the fair value of plan assets, a deferred asset of $2.4 million for the amount of such liability which represents prior service cost, and a charge to stockholders' equity (Other
Comprehensive Income (Loss)) for the difference of $31.3 million. As a result of the actuarial valuation for fiscal 2004, the Other Comprehensive Loss was reduced by $7.0 million at
January 31, 2004. Future market conditions and interest rates significantly impact future assets and liabilities of the pension plan, and similar charges or credits to stockholders' equity may
be required in the future upon measurement of plan obligations at the end of each plan year.

The
Company's funding policy is generally to make any contributions required by ERISA. In fiscal 2004, the Company made a $5.0 million contribution to the plan in accordance with
a credit maintenance agreement entered into with the PBGC in connection with the July 31, 2003 recapitalization. This agreement requires that the Company must make contributions to the plan
sufficient to insure that certain ERISA defined credit balances do not fall below certain levels at the end of each plan year. This agreement expires April 30, 2006. In fiscal years 2003 and
2002, the Company made contributions of $1.2 million and $2.5 million, respectively, to the plan. Based on current stock market conditions and interest rate environment, the Company does
not believe it will be required to make a contribution to the plan in fiscal 2005.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The Company's primary market risks include changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse
changes in market rates and prices, such as foreign currency exchange and interest rates. The Company enters into forward financial instruments to manage and reduce the impact of changes in foreign
currency rates with major financial institutions. From time to time, the Company uses interest rate swaps to manage interest rate risk. The Company does not use financial instruments to manage
fluctuations in commodity prices. The Company does not hold or issue financial instruments for trading purposes.

Foreign Exchange Contracts

The Company enters into forward foreign exchange and option contracts to reduce its economic exposure to translated earnings of foreign subsidiaries (primarily
the translated earnings of European operations), inter-company royalty payments from foreign subsidiaries, and certain third party royalty payments receivable in Japanese yen. Several of the Company's
foreign subsidiaries enter into forward exchange contracts to reduce economic exposure to purchases of goods from the Far East payable in U.S. dollars and certain other contracts to reduce its
economic exposure to receipts payable in currencies other than home country functional currencies.

Contracts
entered into to reduce the Company's exposure to translated earnings of foreign subsidiaries and inter-company royalties are marked to market at the end of each month and gains
or losses are
included in Other Income (Expense)Net. Gains or losses on foreign exchange contracts entered into to reduce the Company's exposure to third party royalty payments, product purchases, and
receipts are included in income or loss as the underlying hedged transactions are completed.

At
January 31, 2004, the Company and its subsidiaries had forward foreign exchange contracts outstanding having a total contract amount of approximately $104.8 million with
a weighted average maturity of 239 days. If there were a ten percent adverse change in foreign currency exchange rates relative to the outstanding forward exchange contracts, the loss in
earnings from the amount included

26

---



in
results of operations for the year ended January 31, 2004 would be approximately $8.9 million, before the effect of income taxes. Any hypothetical loss in earnings would be offset by
changes in the underlying value of translated earnings or royalty income, to the extent such earnings or income is equal to the amount of currency exposed, or for product purchases by exchange gains.

Interest Rates

At January 31, 2004, the Company had approximately $326.6 million of fixed rate long-term debt (including current maturities.) The fair
market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, among other factors including credit ratings, the fair market value of fixed interest rate
debt will increase as interest rates fall and decrease as interest rates rise. The estimated fair value of the Company's total long-term debt (including current portion) at
January 31, 2004 was $341.2 million, which was more than the carrying value by $14.6 million. Fair values were determined primarily from quoted market rates since almost all the
fixed rate long-term debt at January 31, 2004 consists of the Company's outstanding publicly traded subordinated notes. A 1% decrease from prevailing interest rates at
January 31, 2004, would result in an estimated increase in fair value of total fixed rate long-term debt of approximately $12.0 million. The 1% proportionate increase in
interest rates is used to show the relative impact to a change in interest rates. Actual interest rates could change significantly more than 1%.

At
January 31, 2004, the Company had no outstanding interest rate swap agreements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary financial information required by this Item and included in this Report are listed in the Index to
Consolidated Financial Statements and Schedule appearing on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES



The
Company's Co-Chief Executive Officers and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-14(e) and 15d-14(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report
(the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's reports filed or submitted under the Exchange Act.



Since
the Evaluation Date, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect such controls.

27

---





PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated by reference from the 2004 Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from the 2004 Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference from the 2004 Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is incorporated by reference from the 2004 Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference from the 2004 Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.

28

---



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K







29

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

| |  | SAMSONITE CORPORATION
| |  | ---------------------
| |  | By:                  
| |  | Date:                
| |  | By:                  
| |  | Date:                

Each
person whose signature appears below constitutes and appoints Marcello Bottoli and Richard H. Wiley, or either of them, his attorneys-in-fact, with the power
of substitution, for him in any and all capacities, to sign any amendments to this report on Form 10-K for the year ended January 31, 2004, and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.

30

---



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Signature                                                     |  | Title                                                                          |  | Date          
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | --------------
|                                                              |  |                                                                                |  |               
|/s/RICHARD H. WILEYRichard H. Wiley                           |  | Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer |  | April 6, 2004 
|/s/MARCELLO BOTTOLIMarcello Bottoli                           |  | Co-President and Co-Chief Executive Officer                                    |  | April 13, 2004
|/s/LUC VAN NEVELLuc Van Nevel                                 |  | Co-President and Co-Chief Executive Officer                                    |  | April 13, 2004
|/s/MICHAEL M. LYNTONMichael M. Lynton                         |  | Director                                                                       |  | April 15, 2004
|/s/CHARLES J. PHILIPPINCharles J. Philippin                   |  | Director                                                                       |  | April 8, 2004 
|/s/FERDINANDO GRIMALDI QUARTIERIFerdinando Grimaldi Quartieri |  | Director                                                                       |  | April 16, 2004
|/s/ANTONY P. RESSLERAntony P. Ressler                         |  | Director                                                                       |  | April 22, 2004
|/s/LEE SIENNALee Sienna                                       |  | Director                                                                       |  | April 8, 2004 
|/s/JOHAN TACKJohan Tack                                       |  | Director                                                                       |  | April 13, 2004
|/s/DONALD L. TRIGGSDonald L. Triggs                           |  | Director                                                                       |  | April 12, 2004
|/s/RICHARD T. WARNERRichard T. Warner                         |  | Director                                                                       |  | April 6, 2004 
|/s/REED N. WILCOXReed N. Wilcox                               |  | Director                                                                       |  | April 12, 2004

31

---





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE



|                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------
|Consolidated Financial Statements:                                                                                                                    
|Independent Auditors' Report                                                                                                                          
|Consolidated Balance Sheets as of January 31, 2004 and 2003                                                                                           
|Consolidated Statements of Operations for each of the years in the three-year period ended January 31, 2004                                           
|Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Loss for each of the years in the three-year period ended January 31, 2004
|Consolidated Statements of Cash Flows for each of the years in the three-year period ended January 31, 2004                                           
|Notes to Consolidated Financial Statements                                                                                                            
|Schedule:                                                                                                                                             
|Schedule IIValuation and Qualifying Accounts                                                                                                         

F-1

---





INDEPENDENT AUDITORS' REPORT

The
Board of Directors and Stockholders
Samsonite Corporation:

We
have audited the consolidated financial statements of Samsonite Corporation and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated
financial statements, we also have audited the financial statement schedule listed in the accompanying index. These consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Samsonite Corporation and subsidiaries as of
January 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2004, in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As
discussed in notes 6 and 15 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets, effective February 1, 2002, and Statement of Financial Accounting Standards No. 145, effective February 1, 2003.



Denver,
Colorado
March 22, 2004

F-2

---





SAMSONITE CORPORATION AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  January 31, 2004 and 2003  (In thousands)

|                                                                                                                                                      |                                                                                          | January 31,                          |        
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------ | -------
|
|ASSETS                                                                                                                                                |                                                                                          |                                      |        
|Current assets:                                                                                                                                       |                                                                                          |                                      |        
|                                                                                                                                                      | Cash and cash equivalents                                                                |                                      | $      
|                                                                                                                                                      | Trade receivables, net of allowances for doubtful accounts of $7,809 and $7,205 (Note 9) |                                      |        
|                                                                                                                                                      | Notes and other receivables, net                                                         |                                      |        
|                                                                                                                                                      | Inventories (Notes 4 and 9)                                                              |                                      |        
|                                                                                                                                                      | Deferred income tax assets (Note 11)                                                     |                                      |        
|                                                                                                                                                      | Prepaid expenses and other current assets                                                |                                      |        
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | Total current assets                 |        
|Property, plant and equipment, net (Notes 3, 5 and 9)                                                                                                 |                                                                                          |                                      | 114,471
|Intangible assets, less accumulated amortization of $65,304 and $62,424 (Notes 6 and 9)                                                               |                                                                                          |                                      | 98,589 
|Other assets and long-term receivables, net of allowance for doubtful accounts of $521 and $788 (Note 7)                                              |                                                                                          |                                      | 13,124 
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | $                                    | 501,888
|                                                                                                                                                      |                                                                                          |                                      |        
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                        |                                                                                          |                                      |        
|Current liabilities:                                                                                                                                  |                                                                                          |                                      |        
|                                                                                                                                                      | Short-term debt (Note 8)                                                                 |                                      | $      
|                                                                                                                                                      | Current installments of long-term obligations (Notes 2 and 9)                            |                                      |        
|                                                                                                                                                      | Accounts payable                                                                         |                                      |        
|                                                                                                                                                      | Accrued interest expense                                                                 |                                      |        
|                                                                                                                                                      | Accrued compensation and employee benefits                                               |                                      |        
|                                                                                                                                                      | Other accrued expenses                                                                   |                                      |        
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | Total current liabilities            |        
|Long-term obligations, less current installments (Notes 2, 9 and 13)                                                                                  |                                                                                          |                                      | 325,885
|Deferred income tax liabilities (Note 11)                                                                                                             |                                                                                          |                                      | 11,039 
|Other non-current liabilities (Note 12)                                                                                                               |                                                                                          |                                      | 49,202 
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | Total liabilities                    |        
|                                                                                                                                                      |                                                                                          |                                      |        
|Minority interests in consolidated subsidiaries                                                                                                       |                                                                                          |                                      | 12,132 
|Senior redeemable preferred stock (aggregate liquidation preference of $0 and $327,927, net of discount and issuance costs of $0 and $7,604) (Note 2) |                                                                                          |                                      |       
|Stockholders' equity (deficit) (Notes 2, 9 and 10):                                                                                                   |                                                                                          |                                      |        
|                                                                                                                                                      | Preferred stock                                                                          |                                      |        
|                                                                                                                                                      | Common stock                                                                             |                                      |        
|                                                                                                                                                      | Additional paid-in capital                                                               |                                      |        
|                                                                                                                                                      | Accumulated deficit                                                                      |                                      |        
|                                                                                                                                                      | Accumulated other comprehensive loss                                                     |                                      |        
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          |                                      | 397,168
|                                                                                                                                                      | Treasury stock, at cost (10,500,000 shares)                                              |                                      |        
|                                                                                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | Total stockholders' equity (deficit) |        
|                                                                                                                                                      |                                                                                          |                                      |        
|Commitments and contingencies (Notes 1, 2, 9, 10, 11, 12 and 14)                                                                                      |                                                                                          |                                      |        
|                                                                                                                                                      |                                                                                          | $                                    | 501,888
|                                                                                                                                                      |                                                                                          |                                      |        

See
accompanying notes to consolidated financial statements.

F-3

---

SAMSONITE CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except per share amounts)

|                                                                                               |                                                                   | Year ended January 31,                                  |        
|---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------- | -------
|
|Net sales                                                                                      |                                                                   | $                                                       | 769,315
|Cost of goods sold                                                                             |                                                                   |                                                         | 426,509
|                                                                                               |                                                                   |                                                         |        
|                                                                                               |                                                                   | Gross profit                                            |        
|Selling, general and administrative expenses                                                   |                                                                   |                                                         | 265,710
|Amortization and impairment of intangible assets (Note 3)                                      |                                                                   |                                                         | 2,578  
|Asset impairment charge (Note 3)                                                               |                                                                   |                                                         | 2,658  
|Provision for restructuring operations (Note 3)                                                |                                                                   |                                                         | 1,768  
|                                                                                               |                                                                   |                                                         |        
|                                                                                               |                                                                   | Operating income                                        |        
|Other income (expense):                                                                        |                                                                   |                                                         |        
|                                                                                               | Interest income                                                   |                                                         |        
|                                                                                               | Interest expense and amortization of debt issue costs and premium |                                                         |        
|                                                                                               | Other income (expense)net (Note 15)                              |                                                         |        
|                                                                                               |                                                                   |                                                         |        
|                                                                                               |                                                                   | Income (loss) before income taxes and minority interest |        
|Income tax expense (Note 11)                                                                   |                                                                   |                                                         | (10,431
|Minority interest in earnings of subsidiaries                                                  |                                                                   |                                                         | (2,548 
|                                                                                               |                                                                   |                                                         |        
|                                                                                               |                                                                   | Net income (loss)                                       |        
|Preferred stock dividends and accretion of senior redeemable preferred stock discount (Note 2) |                                                                   |                                                         | (31,055
|                                                                                               |                                                                   |                                                         |        
|                                                                                               |                                                                   | Net loss to common stockholders                         |        
|                                                                                               |                                                                   |                                                         |        
|Weighted average common shares outstandingbasic and diluted                                   |                                                                   |                                                         | 122,842
|                                                                                               |                                                                   |                                                         |        
|Income (loss) per common sharebasic and diluted                                               |                                                                   | $                                                       | (0.22  
|                                                                                               |                                                                   |                                                         |        

See
accompanying notes to consolidated financial statements.

F-4

---



SAMSONITE CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)  AND COMPREHENSIVE LOSS  (In thousands, except share amounts)

|                                                                                                                                                                                                                       |                                                                                                                  | Preferred
stock(1)   |         | Common
stock(2) |       | Additional
paid-in
capital |         | Accumulated
deficit |          | Accumulated
other
comprehensive
loss |         | Comprehensive
loss |   | Treasury
stock |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | -------------------- | ------- | --------------- | ----- | -------------------------- | ------- | ------------------- | -------- | ------------------------------------ | ------- | ------------------ | - | -------------- | -------
|Balance, January 31, 2001                                                                                                                                                                                              |                                                                                                                  | $                    |        |                 | 303   |                            | 490,127 |                     | (369,873 | )                                    | (25,902 | )                  |   |                |        
|Net loss                                                                                                                                                                                                               |                                                                                                                  |                      |        |                 |      |                            |        |                     | (33,554  | )                                    |        |                    |   | (33,554        | )      
|                                                                                                                                                                                                                       | Cumulative effect of accounting change (net of income tax effect of $31)                                         |                      |         |                |       |                           |         |                    |          |                                     |         | (18                | ) |                | (18    
|                                                                                                                                                                                                                       | Net unrealized gain on cash flow hedges (Net of income tax effect of $271)                                       |                      |         |                |       |                           |         |                    |          |                                     |         | 617                |   |                | 617    
|                                                                                                                                                                                                                       | Reclassification of net gains to net income (net of income tax effect of $489)                                   |                      |         |                |       |                           |         |                    |          |                                     |         | (1,304             | ) |                | (1,304 
|                                                                                                                                                                                                                       | Foreign currency translation adjustment                                                                          |                      |         |                |       |                           |         |                    |          |                                     |         | (4,446             | ) |                | (4,446 
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  | Comprehensive loss   |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                | $      
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|                                                                                                                                                                                                                       | Issuance of 69,700 shares to directors for services                                                              |                      |         |                |       |                           |         | 156                 |          |                                     |         |                   |   |                |        
|                                                                                                                                                                                                                       | Senior Redeemable Preferred Stock dividends and accretion of Senior Redeemable Preferred Stock discount (Note 2) |                      |         |                |       |                           |         |                    |          | (37,505                              | )       |                   |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Balance, January 31, 2002                                                                                                                                                                                              |                                                                                                                  |                      |        |                 | 303   |                            | 490,283 |                     | (440,932 | )                                    | (31,053 | )                  |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Net income                                                                                                                                                                                                             |                                                                                                                  |                      |        |                 |      |                            |        |                     | 3,294    |                                      |        |                    |   | 3,294          |        
|                                                                                                                                                                                                                       | Net unrealized gain (loss) on cash flow hedges (net of income tax effect of $558)                                |                      |         |                |       |                           |         |                    |          |                                     |         | (1,484             | ) |                | (1,484 
|                                                                                                                                                                                                                       | Reclassification of net losses (gains) to net income (net of income tax effect of $363)                          |                      |         |                |       |                           |         |                    |          |                                     |         | 1,460              |   |                | 1,460  
|                                                                                                                                                                                                                       | Foreign currency translation adjustment                                                                          |                      |         |                |       |                           |         |                    |          |                                     |         | 7,569              |   |                | 7,569  
|                                                                                                                                                                                                                       | Minimum pension liability adjustment (Note 12)                                                                   |                      |         |                |       |                           |         |                    |          |                                     |         | (31,329            | ) |                | (31,329
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  | Comprehensive loss   |         |                 |      |                            |        |                     |         |                                      |        |                    |  |                | $      
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|                                                                                                                                                                                                                       | Issuance of 21,160 shares to directors for services                                                              |                      |         |                |       | 1                          |         | 27                  |          |                                     |         |                   |   |                |        
|Senior Redeemable Preferred Stock Dividends and accretion of Senior Redeemable Preferred Stock discount (Note 2)                                                                                                       |                                                                                                                  |                      |        |                 |      |                            |        |                     | (42,837  | )                                    |        |                    |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Balance, January 31, 2003                                                                                                                                                                                              |                                                                                                                  |                      |        |                 | 304   |                            | 490,310 |                     | (480,475 | )                                    | (54,837 | )                  |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Net income                                                                                                                                                                                                             |                                                                                                                  |                      |        |                 |      |                            |        |                     | 3,555    |                                      |        |                    |   | 3,555          |        
|                                                                                                                                                                                                                       | Unrealized gain (loss) on cash flow hedges (net of income tax effect of $2,423)                                  |                      |         |                |       |                           |         |                    |          |                                     |         | (4,331             | ) |                | (4,331 
|                                                                                                                                                                                                                       | Reclassification of net losses to net income (net of income tax effect of $2,258)                                |                      |         |                |       |                           |         |                    |          |                                     |         | 3,991              |   |                | 3,991  
|                                                                                                                                                                                                                       | Foreign currency translation adjustment                                                                          |                      |         |                |       |                           |         |                    |          |                                     |         | 16,033             |   |                | 16,033 
|                                                                                                                                                                                                                       | Minimum pension liability adjustment (Note 12)                                                                   |                      |         |                |       |                           |         |                    |          |                                     |         | 7,004              |   |                | 7,004  
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  | Comprehensive income |         |                 |      |                            |        |                     |         |                                      |        |                    |   |                | $      
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Issuance of 106,000 shares of 8% convertible preferred stock (Note 2)                                                                                                                                                  |                                                                                                                  |                      | 106,000 |                 |      |                            |        |                     |         |                                      |        |                    |   |                |        
|Conversion of 137/8% senior redeemable preferred stock to 53,982 shares of 8% convertible preferred stock and 204,839,751 shares of common stock and warrants to purchase 15.5 million shares of
common stock (Note 2) |                                                                                                                  |                      | 53,982  |                 | 2,048 |                            | 288,832 |                     |         |                                      |        |                    |   |                |        
|Issuance costs associated with issuance of 8% convertible preferred stock and conversion of 137/8% senior redeemable preferred stock (Note 2)                                                                          |                                                                                                                  |                      |        |                 |      |                            | (10,709 | )                   |         |                                      |        |                    |   |                |        
|Preferred stock dividends and accretion of preferred stock discount (Note 2)                                                                                                                                           |                                                                                                                  |                      | 6,516   |                 |      |                            |        |                     | (31,055  | )                                    |        |                    |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        
|Balance, January 31, 2004                                                                                                                                                                                              |                                                                                                                  | $                    | 166,498 |                 | 2,352 |                            | 768,433 |                     | (507,975 | )                                    | (32,140 | )                  |   |                |        
|                                                                                                                                                                                                                       |                                                                                                                  |                      |         |                 |       |                            |         |                     |          |                                      |         |                    |   |                |        

---

See accompanying notes to consolidated financial statements.

F-5

---



SAMSONITE CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)

|                                                             |                                                                                          | Year ended January 31,                                         |                                                                         
|------------------------------------------------------------ | ---------------------------------------------------------------------------------------- | -------------------------------------------------------------- | ------------------------------------------------------------------------
|
|Cash flows from operating activities:                        |                                                                                          |                                                                |                                                                         
|                                                             | Net income (loss)                                                                        |                                                                | $                                                                       
|                                                             | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                |                                                                         
|                                                             |                                                                                          | Non-operating loss (gain) items:                               |                                                                         
|                                                             |                                                                                          |                                                                | Gain on extinguishment of debt                                          
|                                                             |                                                                                          |                                                                | Loss (gain) on disposition of assets held for sale and fixed assets, net
|                                                             |                                                                                          | Depreciation and amortization of property, plant and equipment |                                                                         
|                                                             |                                                                                          | Amortization and write-off of debt issue costs and premium     |                                                                         
|                                                             |                                                                                          | Amortization and impairment of intangible assets               |                                                                         
|                                                             |                                                                                          | Deferred income tax benefit                                    |                                                                         
|                                                             |                                                                                          | Pension plan (gains) losses, net                               |                                                                         
|                                                             |                                                                                          | Asset impairment charge                                        |                                                                         
|                                                             |                                                                                          | Provision for doubtful accounts                                |                                                                         
|                                                             |                                                                                          | Provision for restructuring operations                         |                                                                         
|                                                             | Changes in operating assets and liabilities:                                             |                                                                |                                                                         
|                                                             |                                                                                          | Trade and other receivables                                    |                                                                         
|                                                             |                                                                                          | Inventories                                                    |                                                                         
|                                                             |                                                                                          | Other current assets                                           |                                                                         
|                                                             |                                                                                          | Accounts payable and accrued liabilities                       |                                                                         
|                                                             | Contribution to U.S. defined benefit pension plan                                        |                                                                |                                                                         
|                                                             | Othernet                                                                                |                                                                |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|                                                             |                                                                                          | Net cash provided by operating activities                      |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|Cash flows provided by (used in) investing activities:       |                                                                                          |                                                                |                                                                         
|                                                             | Proceeds from sale of property and equipment and other assets                            |                                                                |                                                                         
|                                                             | Purchases of property, plant and equipment:                                              |                                                                |                                                                         
|                                                             |                                                                                          | By Company and wholly-owned subsidiaries                       |                                                                         
|                                                             |                                                                                          | By less than 100% owned subsidiaries                           |                                                                         
|                                                             | Other                                                                                    |                                                                |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|                                                             |                                                                                          | Net cash used in investing activities                          |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|Cash flows provided by (used in) financing activities:       |                                                                                          |                                                                |                                                                         
|                                                             | Net borrowings (payments) of senior credit facility                                      |                                                                |                                                                         
|                                                             | Proceeds from issuance of convertible preferred stock                                    |                                                                |                                                                         
|                                                             | Issuance costs of convertible preferred stock and new senior credit facility             |                                                                |                                                                         
|                                                             | Proceeds from long-term obligationsother                                                |                                                                |                                                                         
|                                                             | Payments of long-term obligationsother                                                  |                                                                |                                                                         
|                                                             | Proceeds from (payments of) short-term debtnet                                          |                                                                |                                                                         
|                                                             | Other, net                                                                               |                                                                |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|                                                             |                                                                                          | Net cash provided by (used in) financing activities            |                                                                         
|                                                             |                                                                                          |                                                                |                                                                         
|Effect of exchange rate changes on cash and cash equivalents |                                                                                          |                                                                | (727                                                                    
|                                                             |                                                                                          |                                                                |                                                                         
|                                                             | Net increase (decrease) in cash and cash equivalents                                     |                                                                |                                                                         
|Cash and cash equivalents, beginning of year                 |                                                                                          |                                                                | 22,705                                                                  
|                                                             |                                                                                          |                                                                |                                                                         
|Cash and cash equivalents, end of year                       |                                                                                          | $                                                              | 29,524                                                                  
|                                                             |                                                                                          |                                                                |                                                                         
|Supplemental disclosures of cash flow information:           |                                                                                          |                                                                |                                                                         
|                                                             | Cash paid during the year for interest                                                   |                                                                | $                                                                       
|                                                             |                                                                                          |                                                                |                                                                         
|                                                             | Cash paid during the year for income taxes, net                                          |                                                                | $                                                                       
|                                                             |                                                                                          |                                                                |                                                                         
|Non-cash transactions:                                       |                                                                                          |                                                                |                                                                         
|                                                             | Non-cash transactions are described in Notes 1, 3, 6, 10, 11 and 12.                     |                                                                |                                                                         

See accompanying notes to consolidated financial statements.

F-6

---





SAMSONITE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  January 31, 2004 and 2003  Dollars in Thousands

(1)   Summary of Significant Accounting Policies

(a)General Business

The
principal activity of Samsonite Corporation and subsidiaries (the "Company") is the manufacture and distribution of luggage, casual bags, business cases and related consumer products
throughout the world, primarily under theSamsonite®andAmerican Tourister®brand names and other owned and licensed brand names. The principal luggage related product customers of the Company are department/specialty retail stores, mass merchants, catalog showroom and
warehouse clubs. The Company also sells its luggage, casual bags, business cases and other products through its Company-owned stores. In addition, the Company licenses or distributes designer clothing
and footwear in Europe, Asia and the United States.

(b)Principles of Consolidation

The
consolidated financial statements include the financial statements of Samsonite Corporation and its wholly owned and majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. The Company's foreign subsidiaries generally have fiscal year ends of December 31.

Minority
interests consist of other stockholders' ownership interests in majority-owned subsidiaries of the Company.

(c)Use of Estimates

The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

(d)Cash Equivalents and Restricted Cash

The
Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. As of January 31, 2004, the Company has no
restricted cash. As of January 31, 2003, the Company had $2,600 of cash which was restricted and not available for general operating use because it was subject to an account control agreement
in order to secure an outstanding line of credit.

(e)Accounts Receivable and Related Allowances

Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. The Company's accounts receivable are net of an allowance for doubtful accounts. The allowance for
doubtful accounts is the Company's best estimate of the amount of potential credit losses. The allowance for doubtful accounts is reviewed by management and is adjusted for factors surrounding the
credit risk of specific customers, historical trends and macroeconomic considerations. The Company provides allowances against receivables from specific customers in addition to a general allowance
for amounts related to potential unidentified losses. Returns and customer allowances are adjusted for estimates by management based upon an assessment of historical trends, relevant product life
cycles, information from customers, and specific promotional activities related to current sales activity. In the

F-7

---



event
that actual losses differ from the Company's estimates, or there is an increase in exposure relating to sales to specific customers, results of future periods may be impacted.

(f)Inventories

The
Company values inventories at the lower of cost, using the first-in, first-out ("FIFO") method, or market.

(g)Investments in Affiliates

Investments
in affiliates for which the Company owns 20% to 50% are accounted for under the equity method.

(h)Property, Plant and Equipment

Property,
plant and equipment acquired subsequent to the adoption of fresh-start reporting in 1993 are stated at cost. In connection with the adoption of fresh-start reporting at
June 30, 1993, the Company was required to adjust property, plant and equipment to fair value. Assets under capital leases are stated at the present value of the future minimum lease payments.
Improvements which extend the life of an asset are capitalized. Maintenance and repair costs are expensed as incurred.

Depreciation
and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:

Buildings

10 to 50 yearsMachinery, equipment and other

4 to 13 yearsComputer software

3 to 10 years


(i)Intangible Assets

Intangible
assets consist of tradenames, licenses, patents and other intangibles and are amortized on a straight-line basis over their estimated useful lives which are
primarily as follows:

Licenses

10 yearsPatents, trademarks and other

4 to 18 yearsLeasehold rights

5 to 48 years


The
Company accounts for these intangible assets at the lower of amortized cost or fair value. On an ongoing basis, the Company reviews the valuation and amortization of intangible
assets, taking into consideration any events or circumstances which may have diminished the recorded value. Goodwill and tradenames which are considered to have an indefinite life are not amortized;
however, such assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

(j)Debt Issuance Costs

Costs
incurred in connection with the issuance of new debt instruments are deferred and included in other assets. Such costs are amortized over the term of the related debt obligation.

(k)Per Share Data

The
Company computes earnings (loss) per share in accordance with the requirements of Statement of Financial Accounting Standards No. 128,"Earnings Per
Share"("SFAS 128"). SFAS 128 requires the disclosure of "basic" earnings per share and "diluted" earnings per share. Basic earnings per share is computed by
dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing income (loss) available to common
stockholders by the weighted average number of common shares outstanding increased for potentially dilutive common shares outstanding during the period. The

F-8

---



dilutive
effect of stock options, warrants, and their equivalents is calculated using the treasury stock method. The dilutive effect of convertible preferred stock is calculated using the
if-converted method.

Net
loss per common share for the years ended January 31, 2004, 2003 and 2002 is computed based on a weighted average number of shares of common stock outstanding during
the period of 122,842,078, 19,862,661 and 19,809,121, respectively. Basic earnings per common share and earnings per common share-assuming dilution are the same for the years ended
January 31, 2004, 2003 and 2002 because the net loss to common shareholders from operations causes common stock equivalents to be antidilutive and the convertible preferred stock is
antidilutive applying the if-converted method.

Antidilutive
common stock equivalents at January 31, 2004 include: options to purchase 1,738,300, 1,824,952 and 2,170,010 shares of common stock at January 31, 2004, 2003
and 2002, respectively; outstanding warrants to purchase approximately 15.5 million shares of common stock at an exercise price of $0.75 per share at January 31, 2004; and warrants to
purchase 828,356 shares of common stock at an exercise price of $13.02 per share at January 31, 2004, 2003 and 2002.

(l)Derivative Financial Instruments

The
Company accounts for derivative financial instruments in accordance with the provisions of Statement of Financial Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities"("SFAS 133"), and its corresponding amendments under SFAS No. 138 and SFAS 149. SFAS 133 requires the
Company to measure all derivatives at fair value and to recognize them in the consolidated balance sheet as an asset or liability, depending on the Company's rights or obligations under the applicable
derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives
designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings
when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments and ineffective portions of hedges are recognized in earnings in the
current period.

The
Company enters into derivative transactions to hedge interest rates on floating rate debt obligations and forecasted foreign currency transactions. These derivatives are classified
as cash flow hedges. The Company also enters into derivative transactions to reduce exposure to the effect of exchange rates on the earnings results of foreign operations (primarily the effect of
changes in the euro exchange rate on the results of the Company's significant European operations). These transactions are not allowed hedge accounting treatment under SFAS 133 or under SFAS
52; therefore, the Company records these instruments at fair market value and recognizes realized and unrealized gains and losses in Other Income (Expense)Net.

Net
gains or losses on interest rate hedges are recorded in interest expense when reclassified to earnings. Net gains or losses on hedges of forecasted foreign currency transactions are
reclassified to revenues or cost of sales depending on the type of transaction being hedged. Net gains or losses on cash flow hedges are reclassified from other comprehensive income as the underlying
hedged transactions occur. At January 31, 2004, cash flow hedges for forecasted foreign currency transactions extend until January 2005. The estimated amount of net losses from interest
rate and foreign currency hedges expected to be reclassified into earnings within the next 12 months is $1,069. The amount ultimately reclassified into earnings will be dependent on the effect
of changes in interest rates and currency exchange rates as derivative agreements mature.

(m) Foreign Currency Translation, Exchange Risk and Financial Instruments

The
accounts of the Company's foreign subsidiaries and affiliates are measured using the local currency as the functional currency. For those operations, assets and liabilities are
translated into U.S. dollars at period-end exchange rates. Income and expense accounts are translated at average monthly exchange rates. Net exchange gains or losses resulting from such
translation are excluded from results

F-9

---



of
operations and accumulated as a separate component of stockholders' equity. Gains and losses from foreign currency transactions are included in Other Income (Expense)Net.

With
respect to trade receivables, concentration of credit risk is limited due to the diversity in the Company's customer base and geographic areas covered by the Company's operations.
In certain European countries, the Company receives negotiable trade acceptances as payment for goods with maturities from 60 to 90 days from the date of issuance. These instruments are
generally discounted to banks with recourse. At January 31, 2004, approximately $14,300 of such instruments had been discounted and, by the terms of their maturity dates, were uncollected by
the banks. Any probable bad debt losses for trade receivables or acceptances have been reserved for in the allowance for doubtful accounts.

(n)Accounting for Long-lived Assets

The
Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"("SFAS 144"). SFAS 144 requires impairment losses to be
recorded on long-lived assets, and certain identifiable intangible assets, used in operations when indicators of impairment are present and the undiscounted future cash flows (without
interest charges) estimated to be generated by such assets are less than the assets' carrying amount. Impairment is measured by the excess of the assets' carrying amount over fair value, less costs to
sell. SFAS 144 also requires that long-lived assets and certain identifiable intangibles that are expected to be disposed of be reported at the lower of the carrying amount or fair
value less costs to sell.

(o)Revenue Recognition

Revenues
from wholesale product sales are recognized at the time of shipment, and provisions are made for markdown allowances, returns and discounts at the time product sales are
recognized. Revenues from retail sales are recognized at the point-of-sale to consumers.

The
Company licenses its brand names to certain unrelated third parties as well as certain foreign subsidiaries and joint ventures. Net sales include royalties earned of $22,041, $19,218
and $21,362, for the years ended January 31, 2004, 2003 and 2002, respectively.

(p)Stock Based Compensation

Through
January 31, 2004, as permitted by SFAS No. 123,"Accounting for Stock-Based Compensation,"("SFAS") the Company
applied the intrinsic value method of recognition and measurement under Accounting Principles Board Opinion No. 25,"Accounting for Stock Issued to
Employees"and related interpretations. No compensation expense related to employee stock options is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock at the date of grant. The following table illustrates the

F-10

---



effect
on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation.

Years ended January 31,2003

2002Net loss to common stockholders:As reported

$
(39,543
)
(71,059
)Pro forma

$
(38,475
)
(69,275
)Net loss to common stockholders per sharebasic and assuming dilution:As reported

$
(1.99
)
(3.59
)Pro forma

$
(1.94
)
(3.50
)


Due
to a change in the expected forfeiture rate of stock options, the Company reflected credits in its pro forma compensation expense using the fair value method under SFAS 123
for the years ended January 31, 2003 and 2002. In fiscal 2003, the Company adjusted the expected forfeiture rate for all outstanding options to 100%; therefore, there is no pro forma
effect on earnings for fiscal 2004.

There
were no option grants in fiscal 2004 or 2003. The fair value of each option grant in 2002 was estimated on the date of grant using the Black-Scholes option pricing model with the
following assumptions used for grants in the year ended January 31, 2002: no dividend yield; volatility of 44%; weighted-average risk-free interest rate of 4.3%; and weighted
average expected life of 4.3 years.

(q)Advertising Expense

Costs
for producing media advertising are deferred until the related advertising appears in print or television media, at which time such costs are expensed. Other advertising costs are
expensed as incurred. Cooperative advertising costs associated with customer support programs are accrued when the related revenues are recognized. Advertising expense was approximately $37,000,
$34,200 and $38,100 during the years ended January 31, 2004, 2003 and 2002, respectively.

(r) Reclassifications

Certain
reclassifications were made to the consolidated financial statements for prior periods to conform to the January 31, 2004 presentation.

(2)   Recapitalization

On
July 31, 2003, the Company closed a recapitalization transaction, which reduced the Company's indebtedness and eliminated the Company's then existing senior redeemable
preferred stock. As part of the recapitalization, new investors purchased at par for cash 106,000 shares of a new series of the Company's convertible preferred stock with an initial dividend rate of
8% and a liquidation preference of $106,000. Additionally, the Company's then existing bank credit facility was replaced with a new $60,000 revolving credit agreement and all outstanding amounts owed
under the old senior bank credit facility were repaid. As part of the recapitalization, all of the 281,131 outstanding shares of 137/8% senior redeemable preferred stock, which had an
aggregate liquidation preference of $352,000 on July 31, 2003, were converted into 53,982 shares of new convertible preferred stock with an aggregate liquidation preference of approximately
$54,000, approximately 204.8 million shares of common stock and warrants to purchase approximately 15.5 million shares of common stock at an exercise price of $0.75 per share expiring on
July 31, 2013. The Company used the proceeds from the sale of the new preferred stock and borrowings under the new senior credit facility to repay all amounts outstanding

F-11

---



under
the old senior credit facility, to pay fees and expenses incurred in connection with the recapitalization and to make a $5,000 contribution to its U.S. defined benefit pension plan.

The
dividend rate of the new convertible preferred stock may increase or decline on or after July 31, 2008 under certain circumstances. The new convertible preferred stock votes
with the common stock on an as-converted basis on all matters submitted to a vote of common stockholders.

(3)   Asset Impairment and Provision for Restructuring Operations



In the fourth quarter of fiscal 2004, the Company decided to close its Nogales, Mexico hardside manufacturing plant and to begin sourcing hardside products for
North America from its hardside plant in India. In connection with this plant closing, the Company recorded an impairment charge for Nogales manufacturing assets of $2,658 and a restructuring
provision of $1,768 related to statutory severance costs for approximately 140 positions which will be eliminated. The balance of the restructuring accrual at January 31, 2004 is $1,768 which
is recorded in the U.S. Wholesale segment.



In the first quarter of fiscal 2003, the Company implemented a plan adopted in the fourth quarter of fiscal 2002 to restructure its Mexico City operations. The
Mexico City restructuring plan provides for the elimination of softside manufacturing in the Company's Mexico City facility. The Company had determined that it can more cost effectively import its
softside luggage products from China for distribution by the Mexico operations. A restructuring provision of $2,000 was recorded in the first quarter of fiscal 2003 in connection with the Mexico City
restructuring, relating primarily to termination and statutory severance costs for approximately 322 positions, which have been eliminated. In connection with these activities, the Company recorded a
$500 asset impairment to the carrying amount of machinery and equipment, which were no longer used in production in Mexico City. This restructuring has been completed and no restructuring accruals
remain at January 31, 2004.



In fiscal 2002, the Company recorded a restructuring provision of $3,607 relating to the discontinuation of manufacturing operations in Denver, Colorado. The
provision relates to termination and severance costs for approximately 340 affected employees at the Denver manufacturing operations. As of January 31, 2003, this restructuring was
substantially complete.

During
the fourth quarter of fiscal 2002, the Company also recorded a $2,911 restructuring provision associated with the restructuring of softside manufacturing operations located in
Nogales, Mexico. After the admission of China to the World Trade Organization, the Company determined it was more cost effective to purchase products previously manufactured in the Nogales, Mexico
facility from Asian goods vendors. The restructuring includes discontinuing softside production in Nogales and vacating the leased manufacturing building. The provision relates to termination and
severance costs for the
elimination of approximately 534 positions in the Company's manufacturing operations in Nogales, and building lease termination costs for the softside plant in Nogales. In connection with these
activities, during the fourth quarter of fiscal 2002, the Company recorded a $1,900 asset impairment to the carrying amount of machinery and equipment, which will no longer be used in production at
the Nogales manufacturing facility. During fiscal 2003, the Company recorded a $621 credit to the fiscal 2002 Nogales restructuring provision because severance costs for the restructuring were lower
than initially anticipated. As of January 31, 2003, the Nogales restructuring was substantially complete.

Additionally,
during the fourth quarter of fiscal 2002, the Company recorded a $5,006 restructuring provision associated with the restructuring of European operations, which includes the
elimination or

F-12

---



downsizing
of underutilized hardside suitcase manufacturing facilities and labor forces. The provision relates primarily to termination and severance costs for the elimination of 233 positions in the
Company's manufacturing operations in Henin Beaumont, France, Tres Cantos, Spain, Torhout, Belgium, and Saltrio, Italy. Manufacturing in France will continue, although at a reduced level of output.
The Torhout, Belgium manufacturing facility was sold subsequent to January 31, 2003. Manufacturing in Italy has been closed down and the existing leased facility continues to be used for other
sales and distribution activity. Through January 31, 2004, approximately $5,279 has been incurred for this restructuring.

F-13

---



The
following is a summary of restructuring accruals by segment for the three years ended January 31, 2004:

|                            |                                                 | Balance at
Beginning of Year |                     | Additions
(Reversals) |        | Payments |        | Exchange
Rate and
Other |        | Balance at
End of Year
|--------------------------- | ----------------------------------------------- | ---------------------------- | ------------------- | --------------------- | ------ | -------- | ------ | ----------------------- | ------ | ----------------------
|Year ended January 31, 2004 |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|U.S. Wholesale              |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Nogales, Mexico manufacturing restructuring     |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     | $                     |       |          | 1,768  |                         |       |                       
|Europe                      |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Manufacturing restructuring                     |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     |                       | 577    |          |       |                         | (612   | )                     
|Other Americas              |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Mexico City, Mexico manufacturing restructuring |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     |                       | 191    |          |       |                         | (186   | )                     
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | $                            | 768                 |                       | 1,768  |          | (798   | )                       | 55     |                       
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|Year ended January 31, 2003 |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|U.S. Wholesale              |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Nogales, Mexico and Denver, Colorado            |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Manufacturing restructuring  |                     |                       |        |          |        |                         |        |                       
|                            |                                                 |                              | Severance and other |                       | $      | 1,654    |        | (197                    | )      | (1,457                
|                            |                                                 |                              | Lease termination   |                       |        | 1,591    |        | (424                    | )      | (1,167                
|Europe                      |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Manufacturing restructuring                     |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     |                       | 4,460  |          | 273    |                         | (4,188 | )                     
|Other Americas              |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Mexico City, Mexico manufacturing restructuring |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     |                       |       |          | 1,992  |                         | (1,748 | )                     
|U.S. Retail                 |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Lease terminations           |                     |                       | 218    |          | (73    | )                       | (145   | )                     
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | $                            | 7,923               |                       | 1,571  |          | (8,705 | )                       | (21    | )                     
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|Year ended January 31, 2002 |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|U.S. Wholesale              |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Nogales, Mexico and Denver, Colorado            |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Manufacturing restructuring  |                     |                       |        |          |        |                         |        |                       
|                            |                                                 |                              | Severance and other |                       | $      | 193      |        | 4,927                   |        | (3,466                
|                            |                                                 |                              | Lease termination   |                       |        |         |        | 1,591                   |        |                      
|Europe                      |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            | Manufacturing restructuring                     |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Severance and other          |                     |                       |       |          | 5,006  |                         | (518   | )                     
|U.S. Retail                 |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | Lease terminations           |                     |                       | 748    |          | 93     |                         | (623   | )                     
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       
|                            |                                                 | $                            | 941                 |                       | 11,617 |          | (4,607 | )                       | (28    | )                     
|                            |                                                 |                              |                     |                       |        |          |        |                         |        |                       

F-14

---



(4)   Inventories

Inventories consisted of the following:

January 31,2004

2003Raw materials and supplies

$
20,281

21,431Work in process


4,208

4,653Finished goods


107,887

112,066$
132,376

138,150


(5)   Property, Plant and Equipment

Property, plant and equipment consisted of the following:

January 31,2004

2003Land

$
11,603

11,484Buildings


82,744

76,408Machinery, equipment and other


137,949

125,783Computer software


12,895

12,579245,191

226,254Less accumulated depreciation and amortization


(130,720
)
(113,359
)$
114,471

112,895


Property,
plant and equipment includes property and equipment under capital leases as follows:

January 31,2004

2003Buildings

$
5,369

4,482Machinery, equipment and other


873

3,1706,242

7,652Less accumulated amortization


(2,616
)
(3,907
)$
3,626

3,745


F-15

---



(6)   Intangible Assets

Intangible assets at January 31, 2004 and 2003 consisted of the following:

|                                        |  | 2004 |         | 2003
|--------------------------------------- |  | ---- | ------- | ----
|
|Intangibles subject to amortization     |  |      |         |     
|Licenses                                |  | $    | 26,669  |     
|Patents, trademarks and other           |  |      | 19,368  |     
|Leasehold rights                        |  |      | 2,319   |     
|Unamortized prior service cost          |  |      | 2,138   |     
|                                        |  |      |         |     
|                                        |  | $    | 50,494  |     
|                                        |  |      |         |     
|Intangibles not subject to amortization |  |      |         |     
|Tradenames                              |  | $    | 106,998 |     
|Goodwill                                |  |      | 6,401   |     
|                                        |  |      |         |     
|                                        |  | $    | 113,399 |     
|                                        |  |      |         |     
|Total                                   |  | $    | 163,893 |     
|                                        |  |      |         |     

Effective
February 1, 2002, the Company adopted SFAS 141,"Business Combinations"and SFAS 142, "Goodwill and Other Intangible Assets."SFAS 141
requires business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting. It also specifies the types of acquired intangible assets that are required to be recognized and reported separate from goodwill. Under SFAS 142 goodwill and
certain intangibles which have an indefinite life are no longer amortized, but instead tested for impairment at least annually. There was no impairment of goodwill upon adoption of SFAS 142.
Net loss and net loss per share for the year ended January 31, 2002 adjusted to exclude amortization expense for goodwill and intangibles no longer amortized under SFAS 142, are as
follows:

Year ended
January 31, 2002Reported net loss to common stockholders

$
(71,059
)Amortization of goodwill and other intangibles


3,418Adjusted net loss to common stockholders

$
(67,641
)Basic and diluted earnings per common share:Reported net loss to common shareholders

$
(3.59
)Amortization of goodwill and other intangibles


.17Adjusted net loss to common stockholders

$
(3.42
)


During
fiscal 2004, the Company recorded a decrease in intangible assets of $264 in connection with an adjustment of the Company's minimum pension liability (see Note 12). During
the fourth quarter of 2004, the Company recorded an impairment charge of $1,285 to write-down the cost of certain apparel licenses in the Other Operations segment to fair market value because of a
decline in revenues related to certain tradenames. The Company evaluated the licenses based on estimated future revenues. During the fourth quarter of fiscal 2002, the Company wrote off the remaining
unamortized balance of goodwill recorded in connection with the acquisition of two distributorships in Argentina and Uruguay and the eight-store retail chain in Argentina totaling $3,345. Due to the
political unrest and severe economic decline in Argentina, it was determined that the entire unamortized balance of goodwill recorded for the Argentina and Uruguay acquisitions had been permanently
impaired. The

F-16

---



Company's
other remaining intangible assets are subject to amortization. Changes in the exchange rate between the U.S. dollar and other foreign currencies, primarily the euro, can affect the reported
gross and net book value of the Company's intangible assets.

Amortization
expense (not including impairment provisions) for intangible assets for the years ended January 31, 2004, 2003 and 2002 is $1,293, $1,397 and $4,691,
respectively. Future amortization expense for the net carrying amount of intangible assets at January 31, 2004 is estimated to be $2,337 in fiscal 2005, $2,292 in fiscal 2006, $2,064 in fiscal
2007, $1,945 in fiscal 2008, $48 in fiscal 2009 and $315 beyond 2009.

(7)   Other Assets and Long-term Receivables

Other assets and long-term receivables consist of the following:

Year ended January 31,2004

2003Deferred bank and bond financing costs

$
8,884

6,874Deposits


2,903

2,318Long-term receivables


1,408

1,891Other


450

59713,645

11,680Allowance for uncollectible accounts


(521
)
(788
)$
13,124

10,892


(8)   Short-term Debt

As of January 31, 2004 and 2003, the Company had $6,110 and $9,413, respectively, of short-term debt outstanding under unsecured foreign lines
of credit. As of January 31, 2004, the weighted average interest rate on foreign short-term borrowings was 12%. Certain foreign subsidiaries had unused available lines of credit for
working capital, discounting trade acceptances and issuing bank guaranties of approximately $45,800 as of January 31, 2004. The terms of the Company's senior credit facility and senior
subordinated notes limit additional amounts which could be borrowed under such foreign credit facilities.

(9)   Long-term Obligations

Long-term obligations represent long-term debt and capital lease obligations as follows:

|                             |  | January 31, |        
|---------------------------- |  | ----------- | -------
|
|Senior Credit Facility(a)    |  | $           |       
|Senior Subordinated Notes(b) |  |             | 322,861
|Other obligations(c)         |  |             | 3,258  
|Capital lease obligations(d) |  |             | 916    
|Series B Notes(e)            |  |             | 532    
|                             |  |             |        
|                             |  |             | 327,567
|Less current installments    |  |             | (1,682 
|                             |  |             |        
|                             |  | $           | 325,885
|                             |  |             |        

F-17

---



(a)Senior Credit Facility

On
July 31, 2003, the Company closed a recapitalization transaction discussed in Note 2. As part of the recapitalization, the Company repaid all amounts due under the then
existing senior credit facility and replaced the then existing senior credit facility with a new $60,000 revolving credit agreement. The revolving credit facility consists of a $60,000 multi currency
revolving credit facility allocated to the U.S. and Europe in the amount of $35,000 and 22,026 euros ($25,000 as of July 31, 2003), respectively. The revolving credit facility matures on
July 31, 2007.

The
U.S. portion of the revolving credit facility is a borrowing base facility under which borrowings are limited to a percentage of eligible U.S. inventory and accounts receivable up to
a maximum of $35,000.
At January 31, 2004, $32,047 of this portion of the facility was available for borrowing. At January 31, 2004, the Company had $5,495 of letters of credit outstanding under the U.S.
portion of the revolving credit facility which reduced the net availability on the U.S. line of credit to $26,552 Borrowing availability under the European portion of the revolving credit facility is
determined monthly based upon a ratio of European debt to European earnings before interest, taxes, depreciation and amortization. At January 31, 2004, the entire European portion of the
facility of 22,026 euros was available.

Borrowings
under the revolving credit facility accrue interest at rates adjusted periodically depending on the Company's financial performance as measured each fiscal quarter and
interest rate market conditions. Additionally, the Company is required to pay a commitment fee of from 0.25% to 0.50% (depending on the Company's financial performance) on the unused portion of the
revolving credit facility.

The
obligations under the U.S. portion of the revolving credit facility are secured by, among other things, the Company's domestic real and personal property, guaranties from certain of
its domestic subsidiaries, pledges of 100% of the capital stock of certain of its domestic subsidiaries, pledges of 66% of the capital stock of certain of its foreign subsidiaries and the personal
property of certain of its domestic subsidiaries. The obligations under the European portion of the revolving credit facility are secured by, among other things, the collateral and guaranties securing
the U.S. portion of the revolving credit facility and pledges of 100% of the capital stock of the Company's European affiliates, S.C. Denmark ApS and SC International Holdings C.V.

The
revolving credit facility contains financial and other covenants that, among other things, limit the Company's ability to draw down the full amount of the revolving credit facility,
engage in transactions with its affiliates, make acquisitions, participate in certain mergers, or make distributions or dividend cash payments to its equity holders or with respect to its subordinated
debt.

(b)Senior Subordinated Notes

On
June 24, 1998, the Company issued and sold $350,000 principal amount of 103/4% Senior Subordinated Notes due 2008 (the "103/4% Notes"). Through
open market purchases of these bonds in prior years, the principal amount has been reduced to $322,861.

Interest
on the 103/4% Notes is payable in cash semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 1998. The
103/4% Notes mature on June 15, 2008 and are redeemable at the option of the Company in whole or in part, at any time on or after June 15, 2003, at redemption prices
ranging from 100.00% to 105.375% of the principal amount depending on the redemption date, plus accrued interest. The 103/4% Notes are redeemable at the option of holders thereof upon a
change of control of the Company, as defined in the indenture, at a redemption price of 101% of liquidation preference or principal amount, as the case may be, plus all accumulated and unpaid interest
thereon to the redemption date. During fiscal year 2002, the Company purchased in the open
market and retired $7,600 principal amount of the 103/4% Notes. The difference between the principal amount of the 103/4% Notes and the amount at which they were
repurchased was recorded as a gain of $1,044, net of deferred financing costs, which is included in Other Income (Expense)Net in fiscal 2002.

F-18

---



The indenture under which the 103/4% Notes were issued contains certain covenants that, among other things, restrict the ability of the Company and its restricted
subsidiaries (as defined in the indenture) to incur additional indebtedness, pay dividends and make certain other distributions, issue capital stock of restricted subsidiaries, make certain
investments, repurchase stock, create liens, enter into transactions with affiliates, create dividend or other payment restrictions affecting restricted subsidiaries, merge or consolidate, and
transfer or sell assets. The covenants are subject to a number of important exceptions.

(c)Other Obligations

As
of January 31, 2004, other obligations consist of various notes payable to banks by foreign subsidiaries. The obligations bear interest at varying rates and mature through
2006.

(d)Leases and Debt Maturities

Future
minimum payments under non-cancelable capital leases, which relate primarily to property and equipment, and non-cancelable operating leases, primarily for
retail floor space rental, at January 31, 2004 were as follows:

Capital
leases

Operating
leasesYear ending January 31:2005

$
310

23,2522006


167

16,6722007


167

11,8372008


167

8,2232009


141

5,017Thereafter


183

4,391Total minimum lease payments


1,135

69,392Less amount representing interest


(219
)Present value of net minimum capital lease payments


916Less current installments of minimum capital lease payments


(251
)Long-term obligations under capital leases, excluding current installments

$
665


Rental
expense under cancelable and non-cancelable operating leases consisted of the following:

|                   |  | Year ended January 31,
|------------------ |  | ----------------------
|
|Minimum rentals    |  | $                     
|Contingent rentals |  |                       
|                   |  |                       
|                   |  | $                     
|                   |  |                       

F-19

---



Aggregate
maturities of long-term obligations, including capital leases, at January 31, 2004 were as follows:

Year ending January 31:2005

$
1,6822006


1,6802007


9482008


1352009


322,975Beyond


147Total

$
327,567


(e)Series B Notes

Interest
at 111/8% per annum on the Series B Notes is payable semiannually with principal due July 15, 2005.

(10) Stock Options and Stock Purchase Warrants

The Company's equity compensation plans described below have been approved by the Company's security holders.



The Company has reserved 400,000 shares for issuance of common stock under the Samsonite Corporation 1996 Directors' Stock Plan. Under this plan, each
non-employee director may elect to receive common stock for directors' fees valued at fair market value in lieu of cash. At January 31, 2004, 180,315 shares of common stock had been
issued under the Plan. No shares were issued under this plan in fiscal 2004.



The 1995 Stock Option and Incentive Award Plan (as Amended in 1996) ("the 1995 Plan") reserves 2,550,000 shares for the issuance of options as determined by the
compensation committee of the Board of Directors. The 1995 Plan provides for the issuance of a variety of awards, including tax qualified incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock awards or other forms of awards consistent with the purposes of the 1995 Plan. Incentive stock options must be issued at exercise prices no less than the market
value of the common stock at the date of the grant. Nonqualified stock options may be granted at option prices at or below the market value, but not at less than 50% of the market value of the common
stock at the date of the grant. Options granted under the 1995 Plan may vest over a period of not more than ten years as determined by the compensation committee. At January 31, 2004,
all awards under the 1995 Plan were nonqualified stock options.

The
FY 1999 Stock Option and Incentive Award Plan (the "1999 Plan") has 75 million shares reserved for the issuance of a variety of awards, including tax qualified incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock awards or other forms of awards consistent with the purposes of the 1999 Plan. As of January 31, 2004, all
awards under the 1999 Plan were nonqualified stock options.

F-20

---





A summary of stock option transactions follows:

|                                                               |  | Year ended January 31,
|-------------------------------------------------------------- |  | ----------------------
|
|
|Outstanding at beginning of year                               |  |                       
|Granted                                                        |  |                       
|Exercised                                                      |  |                       
|Forfeited                                                      |  |                       
|                                                               |  |                       
|Outstanding at end of year                                     |  |                       
|                                                               |  |                       
|Options exercisable at end of year                             |  |                       
|                                                               |  |                       
|Weighted-average fair value of options granted during the year |  | $                     
|                                                               |  |                       

The
following table summarizes information about stock options outstanding at January 31, 2004:

|  |                | Options Outstanding |           | Options Exercisable
|- | -------------- | ------------------- | --------- | -------------------
|
|$ | 2.62 to $6.25  |                     | 1,248,100 |                    
|$ | 6.26 to $10.00 |                     | 490,200   |                    



As of January 31, 2004, as a result of the July 31, 2003 recapitalization, the Company has warrants outstanding to purchase approximately
15.5 million shares of common stock at an exercise price of $0.75 per share expiring on July 31, 2013. Previously issued warrants to purchase 828,356 shares of common stock at an
exercise price of $13.02 per share remain outstanding and are exercisable until June 2010.

(11) Income Taxes

The Company has operations in several different countries and its tax provision involves many complex variables, including differing tax structures from country
to country and the effect of U.S. taxation on international earnings.

F-21

---



Income
tax expense (benefit) attributable to income (loss) from operations consists of:

|                             |                      | Current |        | Deferred |        | Total  |       
|---------------------------- | -------------------- | ------- | ------ | -------- | ------ | ------ | ------
|Year ended January 31, 2004: |                      |         |        |          |        |        |       
|                             | U.S. federal         |         | $      |         |        |       |       
|                             | Foreign              |         |        | 12,470   |        | (2,039 | )     
|                             | U.S. state and local |         |        |         |        |       |       
|                             |                      |         |        |          |        |        |       
|                             |                      | $       | 12,470 |          | (2,039 | )      | 10,431
|                             |                      |         |        |          |        |        |       
|Year ended January 31, 2003: |                      |         |        |          |        |        |       
|                             | U.S. federal         |         | $      | (3,648   | )      |       |       
|                             | Foreign              |         |        | 9,242    |        | (780   | )     
|                             | U.S. state and local |         |        | (1,829   | )      |       |       
|                             |                      |         |        |          |        |        |       
|                             |                      | $       | 3,765  |          | (780   | )      | 2,985 
|                             |                      |         |        |          |        |        |       
|Year ended January 31, 2002: |                      |         |        |          |        |        |       
|                             | U.S. federal         |         | $      |         |        |       |       
|                             | Foreign              |         |        | 8,190    |        | (1,304 | )     
|                             | U.S. state and local |         |        |         |        |       |       
|                             |                      |         |        |          |        |        |       
|                             |                      | $       | 8,190  |          | (1,304 | )      | 6,886 
|                             |                      |         |        |          |        |        |       

Components
of income (loss) from operations before income taxes and minority interest are as follows:

|                |       | Year ended January 31, |        
|--------------- | ----- | ---------------------- | -------
|
|United States   |       | $                      | (13,046
|Other countries |       |                        | 29,580 
|                |       |                        |        
|                | Total |                        | $      
|                |       |                        |        

Income
tax expense (benefit) attributable to income (loss) before income taxes and minority interest differed from the amounts computed by applying the U.S. federal income tax rate of
35% for fiscal 2004, 2003 and 2002 as a result of the following:

|                                             |                                                                  | Year ended January 31, |       
|-------------------------------------------- | ---------------------------------------------------------------- | ---------------------- | ------
|
|Computed "expected" tax expense (benefit)    |                                                                  | $                      | 5,787 
|Increase (decrease) in taxes resulting from: |                                                                  |                        |       
|                                             | Net impact of U.S. operating losses which do not provide benefit |                        |       
|                                             | Reduction of U.S. federal and state accrued taxes                |                        |       
|                                             | Tax rate differential on foreign earnings                        |                        |       
|                                             |                                                                  |                        |       
|Income tax expense                           |                                                                  | $                      | 10,431
|                                             |                                                                  |                        |       

F-22

---



The
tax effects of temporary differences that give rise to significant portions of the net deferred tax liability are presented below:

January 31,2004

2003Deferred tax assets:Accounts receivable valuation allowances

$
2,357

2,895Inventory costs capitalized for tax purposes


3,979

2,909Other accruals and reserves accrued for financial reporting purposes


11,839

14,162Plant, equipment and intangibles (due to difference in depreciation methods)


46

933Post-retirement benefits accrued for financial reporting purposes


7,626

7,423Pension


95

164Net operating loss and minimum tax credit carryforwards


118,620

113,138Total gross deferred tax assets


144,562

141,624Less valuation allowance


(95,366
)
(96,575
)Deferred tax assets, net of valuation allowance


49,196

45,049Deferred tax liabilities:Plant, equipment and intangibles, due to differences as a result of fresh start


35,317

36,265Plant and equipment, due to differences in depreciation methods


9,492

7,974Amortization of intangibles


4,430

3,694Pension benefits


2,112

67Other accruals and reserves


7,413

6,873Total gross deferred tax liabilities


58,764

54,873Net deferred tax liability

$
(9,568
)
(9,824
)


The
components of the net current deferred tax asset and net non-current deferred tax liability were as follows:

January 31,2004

2003Net current deferred tax asset:U.S. federal

$


Foreign


1,471

1,596U.S. state and local




1,471

1,596Net non-current deferred tax liability:U.S. federal




Foreign


(11,039
)
(11,420
)U.S. state and local




(11,039
)
(11,420
)Net deferred tax liability

$
(9,568
)
(9,824
)


F-23

---



The
valuation allowance for deferred tax assets decreased to $95,366 at January 31, 2004 from $96,575 at January 31, 2003. The net change of $1,209 was primarily the result
of decreases in foreign valuation allowances. Management believes that the results of future operations and the reversal of deferred tax liabilities will generate sufficient future taxable income to
realize the foreign deferred tax assets. Valuation allowances were provided for all U.S. deferred tax assets in fiscal 2004 and 2003 based on an assessment of the likelihood of their realization in
view of (i) the U.S. current year net operating loss for book and tax purposes, (ii) expiration dates for tax net operating losses incurred in prior years and annual statutory
limitations on the future utilization of net operating loss carryforwards, and (iii) the Company's forecasts of future taxable income.

At
January 31, 2004, the Company has net operating loss carryforwards of approximately $290,792 for U.S. federal income tax purposes, expiring at various dates through 2024. In
fiscal 2000 and in fiscal 2004, the Company experienced a change in ownership as defined by Section 382 of the Internal Revenue Code. Consequently, utilization of the net operating loss
carryforwards is generally subject to an annual limitation of approximately $13,800 per year, as adjusted for unused annual limitations. As a result of this most recent ownership change, $17,000 of
the $290,792 U.S. federal income tax net operating loss carryforwards is available for use.

Deferred
income taxes have been provided on undistributed earnings of foreign subsidiaries to the extent that management plans to remit these earnings in the future. Undistributed
earnings of foreign subsidiaries and affiliates that are permanently invested, and for which no deferred taxes have been provided, amounted to approximately $107,400 and $98,400 as of
January 31, 2004 and 2003, respectively. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable; however, net-operating losses would be
available to reduce a portion of the U.S. liability.

The
Internal Revenue Service is currently reviewing the Company's fiscal 2001 and 2002 federal income tax returns and has completed audits of the Company's fiscal 1999 and 2000 federal
income tax returns. As a result of the completion of the 1999 and 2000 audits, the Company reduced U.S. federal and state accrued income taxes by $5,000 in fiscal 2003 for excess accrued taxes related
to prior years. The Company believes that it has made adequate provision for income taxes that may become payable with respect to open tax years. Additionally, the Company has net
operating losses available to potentially offset any taxes due upon audit.

(12) Pension and Other Employee Benefits

The Company and certain subsidiaries have pension plans and post retirement health benefit plans which provide retirement benefits for eligible employees,
generally measured by length of service,

F-24

---



compensation
and other factors. The following tables provide combined information relevant to the Company's pension and other employee benefit plans:

|                                                                         |                                                | Pension Benefits                         |   | Post Retirement Benefits |        
|------------------------------------------------------------------------ | ---------------------------------------------- | ---------------------------------------- | - | ------------------------ | -------
|
|
|Change in Benefit Obligation                                             |                                                |                                          |   |                          |        
|                                                                         | Benefit obligation at beginning of year        |                                          | $ | 200,290                  |        
|                                                                         | Service cost                                   |                                          |   | 1,575                    |        
|                                                                         | Interest cost                                  |                                          |   | 12,984                   |        
|                                                                         | Plan participants' contributions               |                                          |   |                         |        
|                                                                         | Amendments                                     |                                          |   |                         |        
|                                                                         | Actuarial (gain)/loss                          |                                          |   | 8,134                    |        
|                                                                         | Benefits paid                                  |                                          |   | (16,840                  | )      
|                                                                         | Translation adjustment                         |                                          |   | (119                     | )      
|                                                                         |                                                |                                          |   |                          |        
|                                                                         |                                                | Benefit obligations at end of year       |   |                          | 206,024
|                                                                         |                                                |                                          |   |                          |        
|Change in Plan Assets                                                    |                                                |                                          |   |                          |        
|                                                                         | Fair value of plan assets at beginning of year |                                          |   | 159,986                  |        
|                                                                         | Actual return on plan assets                   |                                          |   | 30,697                   |        
|                                                                         | Employer contribution                          |                                          |   | 5,141                    |        
|                                                                         | Plan participants' contributions               |                                          |   |                         |        
|                                                                         | Translation adjustment                         |                                          |   | (109                     | )      
|                                                                         | Benefits paid                                  |                                          |   | (16,840                  | )      
|                                                                         |                                                |                                          |   |                          |        
|                                                                         |                                                | Fair value of plan assets at end of year |   |                          | 178,875
|                                                                         |                                                |                                          |   |                          |        
|                                                                         | Funded status                                  |                                          |   | (27,149                  | )      
|                                                                         | Unrecognized net obligation loss               |                                          |   | 76                       |        
|                                                                         | Unrecognized net actuarial (gain) loss         |                                          |   | 29,217                   |        
|                                                                         | Unrecognized prior service cost (credit)       |                                          |   | 2,164                    |        
|                                                                         |                                                |                                          |   |                          |        
|                                                                         |                                                | Prepaid (accrued) benefit cost           |   |                          | 4,308  
|                                                                         | Minimum liability adjustments                  |                                          |   | (26,463                  | )      
|                                                                         |                                                |                                          |   |                          |        
|                                                                         |                                                | Total unfunded pension cost              |   | $                        | (22,155
|                                                                         |                                                |                                          |   |                          |        
|Weighted average assumptions used to determine benefit obligations       |                                                |                                          |   |                          |        
|                                                                         | Discount rate                                  |                                          |   | 6.25                     | %      
|                                                                         | Rate of compensation increase                  |                                          |   | 3.50                     | %      
|Weighted average assumptions used to determine net periodic benefit cost |                                                |                                          |   |                          |        
|                                                                         | Discount rate                                  |                                          |   | 6.75                     | %      
|                                                                         | Expected long-term rate of return on assets    |                                          |   | 8.25                     | %      
|                                                                         | Rate of compensation increase                  |                                          |   | 3.50                     | %      

The
measurement date for the Company's pension accounting is December 31.

F-25

---



For
post-retirement benefit measurement purposes, a 10.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for fiscal 2005. The rate
was assumed to decrease gradually to 5.0% for fiscal 2009 and remain at that level thereafter.

|                                         |                                      | Pension Benefits                         |   | Post Retirement
Benefits |    
|---------------------------------------- | ------------------------------------ | ---------------------------------------- | - | ------------------------ | ---
|
|
|Components of Net Periodic Benefit Costs |                                      |                                          |   |                          |    
|                                         | Service cost                         |                                          | $ | 1,575                    |    
|                                         | Interest cost                        |                                          |   | 12,984                   |    
|                                         | Expected return on plan assets       |                                          |   | (15,323                  | )  
|                                         | Amortization of prior service cost   |                                          |   | 270                      |    
|                                         | Recognized net actuarial (gain) loss |                                          |   | 423                      |    
|                                         |                                      |                                          |   |                          |    
|                                         |                                      | Total net periodic benefit cost (income) |   | $                        | (71
|                                         |                                      |                                          |   |                          |    

Assumed
health care cost trend rates have a significant effect on the amounts reported for the post-retirement health care plans. A one-percentage-point change in
assumed health care cost trend rates would have the following effects:

1% Point
Increase

1% Point
DecreaseEffect on total of service and interest cost components

151

(124
)Effect on post-retirement benefit obligation

1,383

(1,171
)


In
fiscal 2003, capital market developments resulted in negative returns on the Company's pension funds and a decline in the discount rate used to estimate the pension liability. As a
result, the accumulated benefit obligation exceeded the fair value of plan assets and the Company was required to adjust the minimum pension liability recorded in the consolidated balance sheet. The
effect of this adjustment was to increase pension liabilities by $33,732, increase intangible assets by $2,403 and increase other comprehensive loss by $31,329 in fiscal 2003. As a result of the
actuarial valuation for fiscal 2004, the other comprehensive loss of $31,329 was reduced by $7,004 and intangible assets were reduced by $264 at January 31, 2004. Because these adjustments were
non-cash, their effect has been excluded from the accompanying Consolidated Statement of Cash Flows.

For
pension plans with accumulated obligations in excess of plan assets at January 31, 2004, the projected benefit obligation, accumulated benefit obligation and fair value of
plan assets were $205,981, $200,830 and $178,577, respectively, as of January 31, 2004 and $200,229, $194,518 and $159,597, respectively, as of January 31, 2003.

The
plan assets were invested in the following major asset categories:

|                  |  | Percentage of
Plan Assets at
December 31, 2003 |   | Percentage of
Plan Assets at
December 31, 2002 |   | Target Allocation for
fiscal year 2005 |  
|----------------- |  | ---------------------------------------------- | - | ---------------------------------------------- | - | -------------------------------------- | -
|Equity Securities |  | 66                                             | % | 65                                             | % | 60% - 70                               | %
|Fixed Income      |  | 34                                             | % | 35                                             | % | 30% - 40                               | %
|                  |  |                                                |   |                                                |   |                                        |  
|Total             |  | 100                                            | % | 100                                            | % | 100                                    | %
|                  |  |                                                |   |                                                |   |                                        |  

The
asset allocation targets are set with the expectation that the plan's assets will fund the plan's expected liabilities with an appropriate level of risk. Expected returns, risk and
correlation among asset classes are based on historical data and investment advisor input.

F-26

---



The
Company does not expect it will be required to contribute to its funded pension plans in fiscal 2005. The Company expects to make approximately $1,000 in benefit payments
attributable to its unfunded plans during fiscal year 2005.

The
Company sponsors defined contribution plans, qualified under Section 401(k) of the Internal Revenue Code, which are offered to certain groups of U.S. employees. Expense
related to operations of these plans was $596, $577 and $599 for the years ended January 31, 2004, 2003 and 2002, respectively. The plans do not have significant liabilities other than
benefit obligations.

(13) Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that
value:



The carrying amount approximates fair value because of the short maturity or duration of these instruments.



The Company estimates that the fair value of the 103/4% Notes at January 31, 2004 approximates $337,400 based on interdealer transactions
which were priced at approximately $104.50 per $100.00 of principal.



The carrying value approximates the fair value of these instruments, which primarily have floating interest rates that are fixed for periods not exceeding six
months.



The fair value of foreign currency forward delivery contracts is estimated by reference to market quotations received from banks. At January 31, 2004 and
2003, the contract value of foreign currency forward delivery agreements outstanding was approximately $104,761 and $44,606, respectively. The settlement value of these instruments at that date was
approximately $100,293 and $43,065, respectively.



Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the
estimates.

(14) Litigation, Commitments and Contingencies



The Company is a party to legal proceedings and claims in the ordinary course of its business. The Company believes that the outcome of these matters will not
have a material adverse effect on its consolidated financial position, results of operations or liquidity.

F-27

---





Union membership in the Company's European manufacturing plants varies from country to country and is not officially known. However, it is probable that most of
the workers are affiliated with a union. Most European union contracts have a one-year term. In the United States, approximately 109 employees are unionized under a contract renewed every
three years and which was last renewed April 2002.

(15) Other Income (Expense)Net

Other income (expense)net consisted of the following:

|                                                                                |  | Year ended January 31, |        
|------------------------------------------------------------------------------- |  | ---------------------- | -------
|
|Net gain (loss) from foreign currency forward delivery contracts                |  | $                      | (514   
|Gain (loss) on disposition of fixed assets, net                                 |  |                        | (107   
|Bank loan amendment fees and write-off of deferred financing costs and expenses |  |                        | (5,836 
|Foreign currency transaction losses                                             |  |                        |       
|Pension (expense) income(a)                                                     |  |                        | (1,781 
|Other, net(b)                                                                   |  |                        | (2,188 
|                                                                                |  |                        |        
|                                                                                |  | $                      | (10,426
|                                                                                |  |                        |        

(a)   Pension
(expense) income included in other income and expense relates to the actuarial determined pension expense associated with the pension plans of two companies
unrelated to the Company's operations whose pension obligations were assumed by the Company as a result of a 1993 agreement with the Pension Benefit Guaranty Corporation. The plans were part of a
controlled group of corporations of which the Company was a part prior to 1993.

(b)   Effective
February 1, 2003, the Company adopted SFAS 145,"Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections".SFAS 145 requires debt extinguishments to no longer be classified as extraordinary, which resulted in a
reclassification of the fiscal 2002 gain on extinguishment of debt of $1,044 to Other Income (Expense).

F-28

---



(16) Quarterly Financial Information (Unaudited)

The following is a summary of the unaudited quarterly financial information:

|                                                                                            |  | Three months ended
|------------------------------------------------------------------------------------------- |  | ------------------
|
|Net sales                                                                                   |  | $                 
|                                                                                            |  |                   
|Gross profit                                                                                |  | $                 
|                                                                                            |  |                   
|Operating income                                                                            |  | $                 
|                                                                                            |  |                   
|Net income (loss)                                                                           |  | $                 
|                                                                                            |  |                   
|Net income (loss) to common stockholders                                                    |  | $                 
|                                                                                            |  |                   
|Net income (loss) per share attributable to common stockholdersbasic and assuming dilution |  | $                 
|                                                                                            |  |                   

|                                                                                   |  | Three months ended |        
|---------------------------------------------------------------------------------- |  | ------------------ | -------
|
|Net sales                                                                          |  | $                  | 160,489
|                                                                                   |  |                    |        
|Gross profit                                                                       |  | $                  | 61,671 
|                                                                                   |  |                    |        
|Operating income                                                                   |  | $                  | 2,495  
|                                                                                   |  |                    |        
|Net income (loss)                                                                  |  | $                  | (12,114
|                                                                                   |  |                    |        
|Net loss to common stockholders                                                    |  | $                  | (22,295
|                                                                                   |  |                    |        
|Net loss per share attributable to common stockholdersbasic and assuming dilution |  | $                  | (1.12  
|                                                                                   |  |                    |        

(17) Information Concerning Business Segments

The Company's operations consist of the manufacture and distribution of luggage and other consumer products, licensing of the Company's brand names, and the
design and sale or license of clothing and footwear. Management of the business and evaluation of operating results is organized primarily along geographic lines dividing responsibility for the
Company's operations as follows: Europe, the Americas, which include the United States comprised of wholesale and retail operations, and "Other Americas" which include Canada and Latin America; Asia,
which includes India, China, Singapore, South Korea, Taiwan, Malaysia and Hong Kong; and Other which primarily includes licensing revenues from luggage and non-luggage brand names owned by
the Company and corporate overhead.

The
accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1) except as follows: because the operations of
the U.S. Wholesale and Retail segments are closely related, certain intercompany expense allocations among the two segments are not representative of actual costs to operate the division and may not
be consistent between years. Additionally, certain overhead expenses which benefit the U.S. Wholesale and Retail segments are included in Other Operations. The Company evaluates the performance
of its segments based on operating income of the respective business units. Intersegment sales prices are market based. Certain reclassifications were made to the prior periods to conform to the
January 31, 2004 presentation.

F-29

---



Segment
information for the years ended January 31, 2004, 2003 and 2002 is as follows:

|                                                               |  | Europe |         | U.S.
Wholesale |         | U.S.
Retail |         | Other
Americas |        | Asia |        | Other
Operations |         | Eliminations |          | Totals
|-------------------------------------------------------------- |  | ------ | ------- | -------------- | ------- | ----------- | ------- | -------------- | ------ | ---- | ------ | ---------------- | ------- | ------------ | -------- | ------
|2004                                                           |  |        |         |                |         |             |         |                |        |      |        |                  |         |              |          |       
|Revenues from external customers                               |  | $      | 346,090 |                | 174,846 |             | 116,980 |                | 44,256 |      | 67,012 |                  | 20,131  |              |         |       
|Intersegment revenues                                          |  | $      | 4,618   |                | 33,574  |             |        |                |       |      | 6,758  |                  |        |              | (44,950  | )     
|Operating income(a)(b)                                         |  | $      | 38,592  |                | 5,475   |             | 5,997   |                | 3,470  |      | 14,017 |                  | 2,467   |              | 74       |       
|Total assets                                                   |  | $      | 230,500 |                | 77,602  |             | 21,157  |                | 34,926 |      | 40,265 |                  | 257,097 |              | (159,659 | )     
|Capital expenditures                                           |  | $      | 8,510   |                | 1,370   |             | 1,772   |                | 294    |      | 891    |                  |        |              |         |       
|Depreciation, amortization and impairment of intangible assets |  | $      | 11,207  |                | 2,292   |             | 1,394   |                | 602    |      | 1,707  |                  | 3,324   |              |         |       
|2003                                                           |  |        |         |                |         |             |         |                |        |      |        |                  |         |              |          |       
|Revenues from external customers                               |  | $      | 308,845 |                | 191,412 |             | 108,770 |                | 49,162 |      | 67,560 |                  | 18,286  |              |         |       
|Intersegment revenues                                          |  | $      | 5,683   |                | 36,430  |             |        |                | 412    |      | 5,198  |                  |        |              | (47,723  | )     
|Operating income (loss)(a)(b)                                  |  | $      | 37,161  |                | 12,130  |             | 4,439   |                | (526   | )    | 13,100 |                  | 3,020   |              | 433      |       
|Total assets                                                   |  | $      | 202,175 |                | 97,219  |             | 21,501  |                | 35,206 |      | 36,539 |                  | 261,874 |              | (160,850 | )     
|Capital expenditures                                           |  | $      | 5,982   |                | 2,259   |             | 1,663   |                | 442    |      | 1,037  |                  |        |              |         |       
|Depreciation, amortization and impairment of intangible assets |  | $      | 10,365  |                | 2,920   |             | 1,785   |                | 1,125  |      | 1,536  |                  | 2,028   |              |         |       
|2002                                                           |  |        |         |                |         |             |         |                |        |      |        |                  |         |              |          |       
|Revenues from external customers                               |  | $      | 299,103 |                | 186,197 |             | 111,758 |                | 55,886 |      | 62,641 |                  | 20,689  |              |         |       
|Intersegment revenues                                          |  | $      | 4,232   |                | 40,680  |             |        |                | 501    |      | 3,584  |                  |        |              | (48,997  | )     
|Operating income (loss)(a)(b)                                  |  | $      | 26,720  |                | (14,751 | )           | (2,977  | )              | (3,020 | )    | 11,017 |                  | 4,578   |              | (363     | )     
|Total assets                                                   |  | $      | 199,933 |                | 99,579  |             | 21,203  |                | 46,572 |      | 31,840 |                  | 294,990 |              | (164,253 | )     
|Capital expenditures                                           |  | $      | 8,208   |                | 1,546   |             | 998     |                | 806    |      | 1,016  |                  |        |              |         |       
|Depreciation, amortization and impairment of intangible assets |  | $      | 9,710   |                | 3,912   |             | 2,278   |                | 4,863  |      | 1,490  |                  | 5,115   |              | 243      |       

---



Long-lived assets relating to the Company's operations by geographic area is as follows:

January 31,2004

2003United States

$
35,411

39,899Belgium


41,921

38,928Other Europe


23,326

19,235Other


13,813

14,833$
114,471

112,895


(18) Related Party Transactions

The Company has entered into advisory agreements with its major new investors, Ares Corporate Opportunities Fund, L.P., Bain Capital, Ltd., and an
affiliate of Ontario Teacher's Pension Plan Board. The agreements provide that the Company will pay each of these three parties an advisory fee of $500 per year for five years beginning
July 31, 2003. The Company accrued $750 of expense related to these agreements during fiscal year 2004.

F-30

---





SAMSONITE CORPORATION AND SUBSIDIARIES  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS  (In thousands)

|Column A                            |  |   |       |  |       |  |   |  |        |  
|----------------------------------- |  | - | ----- |  | ----- |  | - |  | ------ | -
|
|
|
|
|Year Ended January 31, 2004         |  |   |       |  |       |  |   |  |        |  
|Allowance for Trade Receivables     |  | $ | 7,205 |  | 723   |  |  |  | (119   | )
|Allowance for Long-Term Receivables |  |   | 788   |  |      |  |  |  | (267   | )
|                                    |  |   |       |  |       |  |   |  |        |  
|Total                               |  | $ | 7,993 |  | 723   |  |  |  | (386   | )
|                                    |  |   |       |  |       |  |   |  |        |  
|Year Ended January 31, 2003         |  |   |       |  |       |  |   |  |        |  
|Allowance for Trade Receivables     |  | $ | 6,211 |  | 1,362 |  |  |  | (368   | )
|Allowance for Long-Term Receivables |  |   | 521   |  | 267   |  |  |  |       |  
|                                    |  |   |       |  |       |  |   |  |        |  
|Total                               |  | $ | 6,732 |  | 1,629 |  |  |  | (368   | )
|                                    |  |   |       |  |       |  |   |  |        |  
|Year Ended January 31, 2002         |  |   |       |  |       |  |   |  |        |  
|Allowance for Trade Receivables     |  | $ | 6,087 |  | 1,494 |  |  |  | (1,370 | )
|Allowance for Long-Term Receivables |  |   | 521   |  |      |  |  |  |       |  
|                                    |  |   |       |  |       |  |   |  |        |  
|Total                               |  | $ | 6,608 |  | 1,494 |  |  |  | (1,370 | )
|                                    |  |   |       |  |       |  |   |  |        |  

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Notes:

F-31

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INDEX TO EXHIBITS

|Exhibit |  | Description                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1     |  | Amended and Restated Certificate of Incorporation of the Company.(3)                                                                                                                                                                                                               
|3.2     |  | Certificate of Ownership and Merger dated July 14, 1995.(1)                                                                                                                                                                                                                        
|3.3     |  | By-Laws of the Company.(3)                                                                                                                                                                                                                                                         
|4.1     |  | Indenture, dated as of June 24, 1998, between the Company and United States Trust Company of New York.(19)                                                                                                                                                                         
|4.2     |  | Description of the Company' common stock, par value $.01 per share, and the associated preferred Stock purchase rights.(20)                                                                                                                                                        
|10.1    |  | Form of Stock Option Agreement, dated as of February 8, 2000, between the Company and Thomas R. Sandler, Karlheinz Tretter, Luc Van Nevel and Richard H. Wiley.(10)                                                                                                                
|10.2    |  | Stock Option Agreement, dated as of October 23, 2000, between the Company and L.C. Ross.(11)                                                                                                                                                                                       
|10.3    |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Luc Van Nevel.(8)                                                                                                                                                                            
|10.4    |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Thomas R. Sandler.(8)                                                                                                                                                                        
|10.5    |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Karlheinz Tretter.(8)                                                                                                                                                                        
|10.6    |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Richard H. Wiley.(8)                                                                                                                                                                         
|10.7    |  | Form of Indemnification Agreement entered into or to be entered into by the Company with each of R. Theodore Ammon, Leon D. Black, Robert H. Falk, Thomas J. Leonard, Marc J. Rowan, Stephen J. Solarz, Gregory Wm. Hunt,
 Carl C. Ichan, Mark H. Rachesky, and Robert L. Rosen.(2)
|10.8    |  | Samsonite Corporation 1995 Stock Option and Incentive Award Plan (as Amended in 1996).(6)                                                                                                                                                                                          
|10.9    |  | Samsonite Corporation 1995 Stock Option and Award Plan, Second Amendment.(5)                                                                                                                                                                                                       
|10.10   |  | Form of Stock Option Agreement for Awards under the 1995 Stock Option and Incentive Award Plan (as Amended in 1996).(4)                                                                                                                                                            
|10.11   |  | Samsonite Corporation Directors Stock Plan as amended.(12)                                                                                                                                                                                                                         
|10.12   |  | Warrant Agreement, dated as of June 24, 1998, between the Company and BankBoston, N.A.(8)                                                                                                                                                                                          
|10.13   |  | Common Stock Registration Rights Agreement, dated as of June 24, 1998, between the Company and CIBC Oppenheimer Corp.(8)                                                                                                                                                           
|10.14   |  | First Amendment to Warrant Agreement, dated as of August 17, 1998, between the Company and BankBoston, N.A.(8)                                                                                                                                                                     
|10.15   |  | FY 1999 Stock Option and Incentive Award Plan.(9)                                                                                                                                                                                                                                  
|10.16   |  | Form of Stock Option Agreement, dated as of March 24, 1999, between the Company and Thomas R. Sandler, Karlheinz Tretter, Luc Van Nevel, and Richard H. Wiley.(18)                                                                                                                 
|10.17   |  | Form of Stock Option Agreement, dated as of November 12, 1999, between the Company and Thomas R. Sandler, Karlheinz Tretter, Luc Van Nevel, and Richard H. Wiley.(18)                                                                                                              
|10.18   |  | Employment Agreement, dated as of June 15, 2001, between the Company and Thomas R. Sandler.(13)                                                                                                                                                                                    
|10.19   |  | Employment Agreement, dated as of June 15, 2001, between the Company and Richard H. Wiley.(13)                                                                                                                                                                                     
|10.20   |  | Executive Management Agreement, dated as of February 1, 2002, between the Company and Luc Van Nevel.(7)                                                                                                                                                                            
|10.21   |  | Employment Agreement, dated as of October 1, 2000, between the Company and Marc Matton.(7)                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                    

E-1

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|10.22 |  | Overall Agreement, dated as of February 1, 2001, between the Company and Karlheinz Tretter.(7)                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.23 |  | Engagement letter, dated December 24, 2002, between the Company and Jeffries & Company, Inc.(17)                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.24 |  | Recapitalization Agreement by and among Samsonite Corporation, Ares Corporate Opportunities Fund, L.P., Bain Capital (Europe) LLC and Ontario Teachers Pension Plan Board, dated as of May 1, 2003 (including various
exhibits thereto).(14)                                                                                                                                                                                                                                                                         
|10.25 |  | Credit Agreement dated as of July 31, 2003 among the Company, Samsonite Europe N.V., the other Credit Parties signatory thereto, General Electric Capital Corporation, as Agent and as North American Collateral Agent,
KBC Bank NV, as Fronting Lender and as European Agent, and the other lenders signatory thereto from time to time.(15)                                                                                                                                                                        
|10.26 |  | Amendment and Restatement of Term Sheet Between Pension Benefit Guaranty Corporation and Samsonite Corporation.(15)                                                                                                                                                                                                                                                                                                                                                                                                  
|10.27 |  | Agreement dated July 23, 2003 by and between the Company and the Pension Benefit Guaranty Corporation, a United States Government Corporation.(15)                                                                                                                                                                                                                                                                                                                                                                   
|10.28 |  | Form of Executive Stockholders Agreement among the Company, ACOF Management, L.P., Bain Capital (Europe) LLC, Ontario Teachers' Pension Plan Board and the following executives for the purchase of the following
respective number of shares of new 2003 convertible preferred stock of the Company, par value $0.01 per share and face value $1,000.00 per share: Luc Van Nevel, 595 shares; Richard H Wiley, 317 shares; Thomas R. Sandler, 198 shares; Marc Matton, 119
shares; Guiseppe Fremder, 396 shares.(16)
|10.29 |  | Consulting Agreement between Samsonite Europe N.V. and Marcello Bottoli, dated as of March 3, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.30 |  | Employment Agreement between Samsonite Corporation and Marcello Bottoli, dated as of March 2, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                  
|21.   |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|23.   |  | Consent of KPMG LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|31.1  |  | Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                              
|31.2  |  | Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                              
|31.3  |  | Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                              
|32.1  |  | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                               
|32.2  |  | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                               
|32.3  |  | Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                               

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Note: Documents, which are underlined above, appear in the Form 10-K as filed with the Securities Exchange Commission. The others are incorporated by
reference as follows:

E-2

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E-3

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