Use these links to rapidly review the documentINDEX INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

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

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FORM 10-K

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

For the fiscal year ended January 31, 2002

OR

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

For the transition period from  to

Commission file number 0-23214

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

Delaware

36-3511556(State or other jurisdiction
of incorporation or organization)

(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 ý    No o

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. o

As
of April 15, 2002, the registrant had outstanding 19,865,573 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 April 15, 2002, as reported on the OTC Bulletin Board was approximately
$7.4 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.

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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 
|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                       
|Item 13.                                                |  | Certain Relationships and Related Transactions                                       
|PART IV                                                 |  |                                                                                      
|Item 14.                                                |  | 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.





PART I

ITEM 1. BUSINESS

General

We are one of the world's most widely recognized designers, manufacturers and distributors of luggage and a growing distributor of related consumer products. We
sell our products using a number of famous brand names, includingSamsonite®,American
Tourister®,Hedgren®,Lacoste®, and Trunk & Co®. With net
sales of $736.3 million for our fiscal year ended January 31, 2002, we are one of the leaders in
the global luggage industry.

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

We
design the majority of our products at our research, development and design centers in Europe and the United States. Our products are produced around the world at 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 and warehouse clubs. We also sell certain products through over 200 Samsonite-operated retail stores in the United States, Canada, Latin American, Asia and Europe. In addition,
our products are available through our website and the websites of many of our customers.

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

The
following discussion of the Company's business relates to the Company as a whole, except where discussion of a particular geographical business segment is useful to an understanding
of the Company's business taken as a whole. Financial information by business segment can be found at 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 2002" refers to the
12 months ended January 31, 2002.

Luggage Products Market

The worldwide luggage market encompasses a wide range of products, 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" segment is a broad middle market segment in which products are
differentiated by features, brand name and price. Within this market segment, 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 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 segments of the luggage market; however, our strategies focus on the middle and upper price segments.

Products

We offer a broad range of products that includes softside, hardside and hybrid luggage, casual bags and backpacks, business and computer cases,
high-endSamsonite black labelclothing, shoes and accessories and other non-luggage products.

The
following table sets forth an estimate of the percentage of the Company's fiscal 2002 revenues from sales of luggage and travel-related products by product type:

Fiscal 2002 Sales Mix by Product Type

Product TypeSoftside luggage

54
%Hardside and hybrid luggage

20
%Business and computer cases

9
%Casual bags and backpacks

8
%Black label footwear, clothing and accessories

4
%Other

5
%100
%


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

|Brand Name            |  | Market Positioning           |  | U.S. Consumer                     |  | Europe Consumer                  
|--------------------- |  | ---------------------------- |  | --------------------------------- |  | ---------------------------------
|Samsonite black 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.More than 70% of the softside luggage we sell is made by independent suppliers located around the world. We
produce the balance of our softside luggage and garment bags in our own facilities located in several countries. Our softside products are sold under all of our major brands.

We
sell numerous softside products with distinctive and proprietary features. These include the Ultravalet® garment bag that has a unique folding system and the EZ Big Whee1®system that allows
very easy passage over carpets and rough surfaces.

Hardside Luggage.We manufacture most of our hardside suitcases in our own 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. In the United States, Europe and Asia, hardside products are offered in several lines under
each brand such as theSamsonite F'Liteline in Europe. Each line includes a variety of sizes and styles to suit differing consumer needs.

Our
hardside suitcases have proprietary features including the patentedPiggyback®system that incorporates a luggage cart, an
extendable handle and a strap allowing additional bags to be attached and transported. Additionally,Oyster, our leading hardside luggage
product line, is protected by several patents.

Hybrid Luggage.We have introduced hybrid luggage products that combine some of the best features of both hardside and
softside luggage into a single product. The first isZiplite®, a hardside luggage 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 2010which is 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 qualityDuPont® Cordura®Plus fabric with zippered pockets for easy access and organization and adjustable cinch straps for security and capacity control. These features have been incorporated intoSilhouette
7, one of our top-selling product lines introduced in fiscal 2001.

Casual Bags and Backpacks.The casual and sport bag market includes backpacks, shoulder packs, "fanny" packs, unstructured
bags, athletic bags, school bags, duffle bags, ladies handbags, other types of bags and containers for eyeglasses, pencils and pens. We entered this market in a modest way in the last several years
with theSamsonite Sport®andTrunk & Co.®product lines. We have plans
to expand our business in this important and growing market by increasing distribution of products under our licensedHedgren, Hummer®and Lacostebrands. 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 ourSamsoniteandAmerican Touristerbrand names. We design and manufacture most of the hardside briefcases we offer. We design and have our
suppliers manufacture our softside briefcases 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.

Premium Products.Our Specialty Products Group designs, manufactures and sells high-end, luxury luggage, casual
and sport bags, clothing, footwear and accessories under the brandsSamsonite black label,Hedgren, SamsoniteandSamsonite by Starck. Each of ourSamsonite black
label,HedgrenandSamsonite by Starckpremium product lines operate under the
creative direction of its own internationally recognized designer.

Licensed Products.We license our luggage brand names and certain apparel brand names, which include McGregor®,Botany 500®andBert
Pulitzer®, to third parties for the sale of a variety of products. Our licensees are selected for competency in their product categories and usually sell parallel
lines of products under other brand names. Our licensed products include leather business and computer cases, apparel, furniture, travel accessories, photo and audio storage gear, personal leather
goods, ladies handbags, umbrellas, binoculars, pet carriers, auto accessories, cellular phone cases, school bags, sport rifle cases, sport gear bags, writing instruments, children's and
organization/storage products.

Product Development.We devote significant resources to new product design and development. We start with market research to
identify consumers' needs and style preferences. Once identified, we employ designers and development engineers and work with outside designers to develop new products that respond to those needs 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 and over the Internet at our Company
website, www.samsonitecompanystores.com, and at the websites of a number of our customers.

United States.Our products are sold in the United States primarily through department stores, luggage specialty stores and
national retailers. Discount channels, such as mass merchants, warehouse clubs and factory outlets, are increasingly important to the distribution of our 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 183 retail stores in the United States that distributeSamsoniteandAmerican Touristerproducts designed for these stores, as well as excess,
discontinued and obsolete products. Our stores help us balance inventories and test market new products and designs. Our stores also sell a variety of travel related products.

Europe.OurSamsoniteproducts in Europe are sold through traditional luggage
and leather goods stores and department stores. We also sell our products through 31 Samsonite operated retail outlets and flagship stores located throughout Western and Central Europe. Our American 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. Our direct sales and product demonstration force of approximately 130 persons serves companies with retail outlets throughout
Europe.

We
sell our products in certain European markets, where we do not have a direct sales force, through distributors and agents located in over 20 countries. 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 deal with 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 directly, through agents and distributors, and under license. Products sold in these international markets are shipped from the United States, Mexico, Western Europe or Asia
depending upon product type and availability. In some instances, we initially entered new markets through third party distributors and subsequently acquired these third party distributors as the
markets have developed. We have long-standing licensing arrangements to sell our products in Japan, Australia and Canada. We have joint ventures in Singapore, 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.

In
most of the Company's markets around the world, sales of the Company's products tend to be moderately seasonal, weighted toward the third and fourth quarter of each fiscal year when
shopping for the holidays is at its peak.

Advertising

We commit substantial resources to brand advertising programs that promote the features, durability and quality of our luggage and travel products under the
marketing theme "Samsonite Worldproof®." For the last five fiscal years we have invested, on average, in excess of $45 million
annually in global and national communications, co-op advertising programs and related public relations and promotional activities to support the sale of our branded products.

Manufacturing and Sourcing Products

Our global product sourcing network consists of Samsonite-operated manufacturing facilities and various third party suppliers located principally in the Far East,
Eastern Europe and the Dominican Republic. By operating our own facilities to produce hardside luggage and certain softside products, we are better able to control manufacturing quality and reduce
costs associated with product delivery and manufacturing lead times. Our global sourcing network also enables us to source products from countries with lower production costs and favorable currency
exchange rates. Samsonite-operated
manufacturing facilities are located in Belgium, France, Hungary, Italy, the Slovak Republic, Mexico, India and China.

In
fiscal year 2002, 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, Eastern Europe and the Dominican Republic. 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 most of the hardside luggage and business case products that we sell. During fiscal 2002, our hardside production facilities were located in Oudenaarde, Belgium; Nashik,
India; Hénin-Beaumont, France; Ningbo, China; and Mexico City, Mexico. In February 2001, the Company announced a restructuring of the U.S. business which included ceasing
production of hardside luggage at the Denver, Colorado production facility on April 30, 2001 (see "Restructure of U.S. and European Operations").

We
maintain a quality control program for goods manufactured at our own plants and at third party vendor facilities. A prototype of each new product is put through a series of simulation
and stress tests. In our manufacturing facilities and our Asian quality assurance office, we use quality control inspectors, engineers and lab technicians to perform inspection and laboratory testing
on raw materials, parts and finished goods.

Restructure of U.S. and European Operations

In February 2001, after approval by the Company's Board of Directors, the Company announced a plan to restructure the U.S. business during the fourth
quarter of fiscal 2001. The restructuring included the discontinuation of manufacturing operations in Denver, Colorado, reorganization and streamlining of the U.S. sales and marketing workforce,
consolidation of the Company's Tucson, Arizona manufacturing operations into the existing facility in Nogales, Mexico and the closure of some of the Company's U.S. retail stores. A restructuring
provision of $1.6 million was recorded in fiscal 2001 in connection with the restructuring of the sales and marketing workforce, the consolidation of the Tucson and Nogales manufacturing
operations and the closure of certain retail stores. The restructuring of the sales and marketing workforce and the consolidation of Tucson and Nogales was completed in the fourth quarter of fiscal
2001. The Company intends to lease the Company owned Tucson, Arizona manufacturing facility to a third party.

The
closure of the Denver manufacturing operation was announced and communicated to the affected employees in the first quarter of fiscal 2002 on February 22, 2001, and a
restructuring provision of $3.7 million was recorded to cover employee termination and severance costs. In addition, other costs of $5.4 million and $0.1 million related to the
restructuring which, under generally accepted accounting principles, could not be accrued as part of the restructuring provision but must be expensed as incurred, were included in cost of sales and in
SG&A, respectively during fiscal 2002. The Company also made a preliminary decision to combine the space formerly dedicated to manufacturing with space in the same building already used as a
warehouse. An expanded and improved warehouse distribution center in Denver would be capable of handling a larger percentage of the Company's warehousing needs in the United States. The Company is
continuing to evaluate design, cost and financing alternatives for the warehouse project and expects to make a final decision on the project in fiscal 2003.

In
addition to the foregoing restructuring initiative, the Company's Board of Directors approved a restructuring plan during the fourth quarter of fiscal 2002 to reduce operating costs
in the Company's operations in Europe and softside manufacturing operations located in Nogales, Mexico.

During
the fourth quarter of fiscal 2002, the Company recorded a $5.0 million restructuring provision associated with the restructuring of the European operations which includes
the elimination or downsizing of under-utilized hardside suitcase manufacturing facilities and labor forces. The provision relates primarily to termination and severance costs for the elimination of
approximately 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. Softside manufacturing operations in the Company's Szekszard, Hungary plant will be
expanded as a result of the restructuring. The Torhout, Belgium manufacturing facility will be sold subsequent to its closure. Manufacturing in Italy will be closed down and the existing leased
facility will continue to be used for other sales and distribution operations. The Company also expects to incur approximately $0.8 million of cost of sales and selling, general and
administrative expenses related to the restructuring which, under generally accepted accounting principles, cannot be accrued as part of the restructuring plan but will be expensed as incurred. Annual
operating cost savings from the fiscal 2002 European restructuring are expected to be approximately $1.9 million in fiscal 2003 and $2.3 million annually beginning in fiscal 2004. In
addition, the Company will avoid approximately $1.4 million annually beginning in fiscal 2003 of unfavorable plant production variances due to a reduction in excess production capacity in its
European operations.

During
the fourth quarter of fiscal 2002, the Company recorded a $2.9 million restructuring provision associated with the fiscal 2002 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 $1.9 million asset impairment to the carrying amount of machinery and equipment
which will no longer be used in
production at the Nogales manufacturing facility. Impairment losses were calculated based on the excess of the carrying amount of the assets over the assets' estimated fair values. The fair values of
the assets were determined based on internally generated estimates of market value. The Company also expects to incur approximately $2.0 million of cost of sales and selling, general and
administrative expenses related to the restructuring which, under generally accepted accounting principles, cannot be accrued as part of the restructuring plan but will be expensed as incurred in
future accounting periods. The combined annual savings from the closure of the Denver manufacturing operation, the reduction in the U.S. sales and marketing workforce, the closure of certain U.S.
retail store locations, and the discontinuance of softside manufacturing in Nogales, Mexico are expected to be approximately $13.2 million versus fiscal 2001 cost levels. These savings are
comprised of a $3.7 million reduction in standard costs as a result of sourcing from contract suppliers primarily in the Far East versus manufacturing softside products in Nogales,
$6.8 million from the reduction of period manufacturing costs, and $2.7 million from the sales and marketing and retail operations restructurings. The Company estimates that savings of
approximately $5.5 million were achieved in fiscal 2002 versus fiscal 2001 as a result of the closure of the Denver manufacturing operations, the reduction of the U.S. sales and marketing
workforce and the restructuring of U.S. retail operations.

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 and in all segments of the 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 low labor cost countries. 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 and Europe 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

Trademarks and patents are important to us. We are the registered owner ofSamsonite, American Touristerand other
trademarks. As of January 31, 2002, we had approximately 2,188 trademark registrations and 394 trademark applications pending in the United States and abroad covering luggage, travel equipment,
apparel products and retail services. We also own approximately 133 United States patents and approximately 777 patents (i.e., patents of inventions, industrial design registrations and utility
models) in selected foreign countries. In addition, we have approximately 366 patent applications pending worldwide. We pursue a policy of seeking patent protection where appropriate for inventions
embodied in our products. Our patents cover features popularized in ourEZ CART®, Smart Pocket®,Easy
Turn®,Piggyback®,Ultravalet®and Oysterluggage. 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.

Employees and Labor Relations

At January 31, 2002, we had approximately 5,900 employees worldwide, with approximately 1,300 employees in the United States and approximately 4,600
employees in other countries. In the United States, approximately 100 employees are unionized under a contract that is renewed every three years and was most recently renewed in April 2002. At
January 31, 2002 we employed approximately 2,600 workers in our seven European manufacturing plants located in Belgium, France, the Slovak Republic, Spain, Italy and Hungary. In Europe, union
membership varies from country to country and is not officially known to Samsonite. 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 "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 our 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; 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; 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.

The
forward-looking information referred to above includes, but is not limited to, estimated annual cost savings resulting from the restructuring activities described herein. In addition
to the risks, uncertainties and other factors referred to above which may cause actual amounts to differ materially from estimated amounts, such estimates of annual cost savings are based on various
factors and were derived utilizing numerous important assumptions, including (i) achieving estimated reductions in the number of total employees within anticipated time frames and at currently
projected severance cost levels, while maintaining work flow in the business areas affected, (ii) the successful consolidation of the Company's U.S. and European manufacturing operations into
existing facilities and transitioning some of the manufacturing to outside vendors and (iii) subleasing or terminating leases or selling vacated facilities within anticipated time frames and at
anticipated sublease rent levels or sales prices. In addition, unanticipated increases in labor and material costs could adversely affect the Company's projected cost savings. The failure of the
Company's assumptions to be realized may cause the actual annual cost savings to differ materially from the estimates.

We
undertake no obligation to update or revise these forward-looking statements as conditions change.





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.

|Location                 |  | Owned or
Leased |  | Approximate
Facility Size
(thousands of sq. ft.)
|------------------------ |  | --------------- |  | ------------------------------------------------
|Denver, CO               |  | Owned/Leased    |  | 1,384                                           
|Nashik, India            |  | Owned           |  | 745                                             
|Oudenaarde, Belgium      |  | Owned           |  | 649                                             
|Ningbo, China            |  | Owned           |  | 358                                             
|Mexico City, Mexico      |  | Owned           |  | 278                                             
|Stratford, Canada        |  | Owned           |  | 212                                             
|Henin-Beaumont, France   |  | Owned           |  | 98                                              
|Szekszard, Hungary       |  | Owned           |  | 81                                              
|Torhout, Belgium*        |  | Owned           |  | 79                                              
|Samorin, Slovak Republic |  | Owned           |  | 67                                              
|Tres Cantos, Spain       |  | Owned           |  | 37                                              
|Tucson, AZ.              |  | Owned           |  | 32                                              
|Jacksonville, FL         |  | Leased          |  | 528                                             
|Nogales, Mexico          |  | Leased          |  | 275                                             
|Warren, RI               |  | Leased          |  | 131                                             
|Saltrio, Italy           |  | Leased          |  | 74                                              
|Hong Kong                |  | Leased          |  | 28                                              
|Buenos Aires, Argentina  |  | Leased          |  | 17                                              
|Singapore                |  | Leased          |  | 13                                              
|Bandar 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.



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 2001 and 2002 and through April 15, 2002 (as reported on the OTC Bulletin Board). The closing price
of the Common Stock on the OTC Bulletin Board on April 15, 2002 was $0.95 per share.

Fiscal 2001

High

LowFiscal quarter ended:April 30, 2000

5.88

4.88July 31, 2000

5.19

3.88October 31, 2000

4.44

2.38January 31, 2001

3.88

1.00Fiscal 2002Fiscal quarter ended:April 30, 2001

4.91

2.78July 31, 2001

3.61

2.00October 31, 2001

3.00

1.03January 31, 2002

1.83

0.85Fiscal 2003February 1, 2002 through April 15, 2002

1.39

0.93


---



All
holders of shares of our Common Stock share ratably in any dividends declared by our Board of Directors. Any payment of dividends are 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 indebtedness and contractual restrictions with respect to the payment of dividends.
The terms of our indebtedness and the certificate of designation for our 137/8% Senior Redeemable Exchangeable
Preferred Stock (the "Senior Redeemable Preferred Stock") 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.

The
selected historical consolidated financial information presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's consolidated financial statements and related notes thereto included elsewhere herein.

|                                                                                                        |                                             | Year Ended January 31, |        
|------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------- | -------
|
|
|Statement of Operations Data                                                                            |                                             |                        |        
|Net Sales                                                                                               |                                             | $                      | 736,875
|Gross Profit                                                                                            |                                             | $                      | 312,526
|Operating Income (Loss)                                                                                 |                                             | $                      | 69,302 
|Income (Loss) Before Extraordinary Items                                                                |                                             | $                      | 56,877 
|Net Income (Loss)                                                                                       |                                             | $                      | 40,699 
|Senior Redeemable Preferred Stock Dividends and Accretion of Senior Redeemable Preferred Stock Discount |                                             | $                      |       
|Net Income (Loss) to Common Stockholders                                                                |                                             | $                      | 40,699 
|Income (Loss) per Common ShareBasic:                                                                   |                                             |                        |        
|                                                                                                        | Net Income (Loss) Before Extraordinary Item |                        | $      
|                                                                                                        | Net Income (Loss)                           |                        | $      
|Income (Loss) per Common ShareAssuming Dilution:                                                       |                                             |                        |        
|                                                                                                        | Net Income (Loss) Before Extraordinary Item |                        | $      
|                                                                                                        | Net Income (Loss)                           |                        | $      
|Balance Sheet Data (as of end of period)                                                                |                                             |                        |        
|Cash and Cash Equivalents                                                                               |                                             | $                      | 3,134  
|Property, Plant and Equipment, Net                                                                      |                                             | $                      | 142,351
|Total Assets                                                                                            |                                             | $                      | 610,049
|Long-Term Obligations (Including Current Installments)                                                  |                                             | $                      | 179,223
|Senior Redeemable Preferred Stock                                                                       |                                             |                        |       
|Stockholders' Equity (Deficit)                                                                          |                                             | $                      | 208,886

Rights Offering

On November 5, 1999, the Company completed a rights offering to its stockholders, under which the Company distributed, on a pro rata basis to all of its
common stockholders of record as of September 30, 1999, transferable rights to purchase additional shares of common stock at $6.00 per share.

The
Company announced the rights offering for up to $75 million on April 7, 1999. Prior to April 7, 1999, Apollo Investment L.P. ("Apollo") beneficially owned
approximately 34% of the Company's outstanding common stock, of which approximately one-half was held by Lion Advisors, L.P., an affiliate of Apollo, in a managed account under the terms
of an investment management agreement with
Artemis America Partnership ("Artemis"). (Artemis is an affiliate of Artemis SA. Artemis SA is the holding company of Francois Pinault, a French financier and the controlling shareholder of Pinault-
Printemp-Redoute, a European specialist retailer.) At that time, Apollo agreed to make a bridge investment equal to the aggregate subscription price of rights distributable to them in the rights offering and to "backstop" the rights offering by purchasing a portion of the
shares not subscribed for by other stockholders, up to a maximum potential total investment in connection with the rights offering of $37.5 million. Apollo made its bridge investment in
April 1999 of $25.4 million by purchasing 1,000 shares of Series Z Convertible Preferred Stock ("Series Z Preferred Stock") which was convertible into common stock at the rate of
$6.00 per common share for a total of 4,235,000 shares. Part of the proceeds from the bridge investment was used to pay the cash premium for an insurance policy covering various lawsuits filed between
March 13, 1998 and March 9, 1999 against the Company, related parties and former directors, and to pay certain costs incurred to defend these lawsuits (see Note 15 to our
consolidated financial statements included elsewhere herein). In consideration of Apollo's agreement to make a bridge investment and to back-stop the rights offering, the Company agreed to
pay Apollo a fee of $1.0 million.

On
July 13, 1999, Apollo raised the amount of its back-stop commitment by $12.5 million, increasing Apollo's maximum potential investment to
$50.0 million, and, in a separate agreement, Artemis agreed to make up to an additional $25.0 million investment in the Company by purchasing from Apollo, at Apollo's cost,
one-half of the shares that Apollo purchased in its bridge investment and one-half of any shares that Apollo was obligated to purchase under its back-stop
commitment.

As
a result of the rights offering, shareholders other than Apollo and Artemis exercised rights to purchase 846,858 shares of Samsonite's common stock for an aggregate of
$5.1 million. Additionally, Apollo and Artemis made an investment totaling $24.6 million under the back-stop obligation by purchasing an additional aggregate of approximately
968 shares of Series Z Preferred Stock which was convertible into the Company's common stock at a rate of $6.00 per common share for a total of 4,098,333 shares. Total gross proceeds from the
rights offering, including proceeds from the bridge investment and back-stop arrangement, were $55.1 million before expenses of the offering.

During
fiscal 2000, all of the shares of Series Z Preferred Stock were converted into a total of 8,333,333 shares of common stock.

Recapitalization

On June 24, 1998, the Company completed a recapitalization (the "Recapitalization"). The Recapitalization involved the following: (1) the sale of
175,000 Units consisting of 175,000 shares of Senior Redeemable Preferred Stock with a stated amount of $175 million, and warrants to purchase 1,959,000 shares of Common Stock at an exercise
price of $13.02 per share; (2) the sale of $350 million aggregate principal amount of the Company's 103/4% senior subordinated notes due 2008; (3) the repurchase
pursuant to a tender offer of 10.5 million shares of Common Stock at a purchase price of
$40 per share (or $420 million in the aggregate); (4) the refinancing of certain indebtedness existing at that time; and (5) entering into the Company's current bank credit
facility.





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

The following discussion and analysis should be read in conjunction with the selected financial data and the consolidated financial statements of the Company and
notes thereto commencing on page F-1. 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 2002" refers to the 12 months ended January 31, 2002. The Company's continuing operations consist of the manufacture and sale of luggage and luggage related products, licensing
of the Company's brand names and beginning in fiscal 2000, the design and sale of apparel.

Results of Operations

September 11, 2001 Events

On September 11, 2001, terrorists, through the use of hijacked airplanes, attacked the World Trade Center towers in New York City and the Pentagon in
Washington D.C. (the "September 11 events"). Subsequent to the September 11 events, the United States and its allies commenced a war on terrorism throughout the world with its initial
focus on Afghanistan. As a result, allied military forces invaded Afghanistan and commenced military action. These events negatively impacted economies in the United States and Europe. The travel
industry and related businesses, including the sale of luggage products, were disproportionately negatively impacted by these economic conditions. In the days immediately following
September 11, the Company experienced a decline in sales volumes from the prior year and normal operating levels and consumer purchases of luggage products at retail stores ("consumer
sell-through") significantly declined. Sales recovered somewhat in the ensuing months through the end of fiscal 2002 but remained well below the prior year and management's prior
expectations. For the quarter ended January 31, 2002, improvement in consumer sell-through was not accompanied by the normal pattern of an increase in wholesale customer reorders
because wholesale customers reduced inventory levels to control inventory risk and protect financial liquidity. Sales of the Company's non-luggage products such as casual bags, business
and computer cases were less dramatically effected by the September 11 events and reflect growth over the prior year. Management is unable to predict when the affected economies, the travel
industry and the Company's operations will fully recover from the negative impacts of the September 11 events. The Company anticipates that sales compared to
periods prior to September 11, 2001 will continue to show declines at least through the second quarter of fiscal 2003 which ends July 31, 2002. Future economic and social events could
change the Company's recovery period expectations.

The
Company analyzes its net sales and operations by the following divisions: (i) "European" operations which include its European sales, manufacturing and distribution operations
whose reporting currency is the euro; (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 2002 Compared to Fiscal 2001

General.Beginning with fiscal 2002, the functional currency for financial reporting purposes of the European operations is
the euro. Prior to fiscal 2002, Europe's functional currency was the Belgian franc. Results of European operations were translated from euros to U.S. dollars in fiscal 2002 and the Belgian franc
equivalent in fiscal 2001 at average rates of approximately .894 and .922 U.S. dollars to the euro, respectively. This decline in the value of the euro of approximately 3.0% resulted in declines in
reported sales, cost of sales and other expenses in fiscal 2002 compared to fiscal 2001. The most significant effects from the difference in exchange rates from last year to the current year are noted in the following analysis and are referred to as an "exchange rate difference". The Company
enters into forward foreign exchange contracts and option contracts to reduce its economic exposure to fluctuations in currency exchange rates (and their effect on translated U.S. dollar reported
earnings) for the euro and other foreign currencies. Such instruments are recorded at fair value at the end of each accounting period; realized and unrealized gains and losses are recorded in Other
Income (Expense)Net. During fiscal 2002, the Company had a total of $2.4 million net realized and unrealized gains from such instruments included in Other Income
(Expense)Net. Realized gains on contracts closed during fiscal 2002 were $2.3 million. During fiscal 2001, the Company had net gains from such instruments of $5.9 million.
Realized gains on contracts closed during fiscal 2001 were $5.5 million. The Company estimates the negative impact on Operating Income from the year-to-year
strengthening of the U.S. dollar versus the euro from the prior year to be approximately $1.0 million in fiscal 2002 which was offset by gains realized on forward foreign exchange contracts
which are included in Other Income. Declining European currencies have an adverse effect on the Company's reported sales and can have an adverse effect on Operating Income; the Company may not be able
to offset exposure to currency losses through the aforementioned efforts to reduce economic exposure to such currency fluctuations.

Net Sales.Consolidated net sales decreased from $783.9 million in fiscal 2001 to $736.3 million in fiscal
2002, a decline of $47.6 million, or 6.1% due to a significant decline in sales during the final five months of the fiscal year. Sales during the period August 31, 2001 through
January 31, 2002 decreased
$53.1 million from the same period in the prior year, a decline of 16.3%. In addition, fiscal 2002 sales were adversely affected by the decline in the value of the euro compared to the U.S.
dollar in fiscal 2001. Without the effect of the exchange rate difference, fiscal 2002 sales would have declined by $38.0 million or approximately 4.8%.

On
a U.S. dollar basis, sales from European operations declined from $313.4 million in fiscal 2001 to $299.1 million in fiscal 2002, a decline of $14.3 million, or
4.6%. Expressed in the local European currency (euros), fiscal 2002 sales declined by 1.5%, or the U.S. constant dollar equivalent of $4.6 million, from fiscal 2001. Local currency sales of
softside products declined approximately 1% from the prior year while hardside product sales declined approximately 9%. Local currency sales ofSamsonite black labelproducts (clothing, footwear and
accessories) declined approximately 2% to $23.9 million. Partially offsetting these declines was a 72% increase in local currency sales
from casual bag products and a 52% increase in sales from expanding European retail operations. The decline in European sales volumes is due primarily to the effect of the September 11 events.
Sales volumes in the four month period immediately following September 11 declined $11.1 million, or 10.6%, from the same period in the prior year. Sales volumes in Europe continued to
be depressed through the end of fiscal 2002 but have slowly begun to recover since fiscal 2002 year end.

Sales
from the Americas operations declined from $400.1 million in fiscal 2001 to $353.8 million in fiscal 2002, a decline of $46.3 million or 11.6%. The decline was
due to a decline in U.S. Wholesale sales of $24.1 million, a decline in U.S. Retail sales of $19.5 million and a decline in Other Americas sales of $2.7 million. U.S. Wholesale
sales declined from $210.3 million in the prior year to $186.2 million in fiscal 2002, a decline of 11.5%. The decline in U.S. Wholesale sales is due primarily to the impact of the
September 11 events on travel, tourism and consumer spending in the U.S., lower sales to the traditional channel and the loss of $8.6 million in sales to a single customer in the catalog
sales distribution channel which discontinued its luggage category. During the five month period ended January 31, 2002, U.S. Wholesale sales volume declined $26.1 million or 30.6%
compared to the same period in the prior year. These declines were partially offset by higher sales to the warehouse club, mass merchant and office superstore distribution channels. Sales in the U.S.
Retail division declined from $131.3 million in the prior year to $111.8 million in fiscal 2002. Comparable store sales in the U.S. Retail division declined by 11.5% from the same period
in the prior year. The weakness in the outlet store distribution channel prior to September 11, 2001 was exacerbated by the effects of the September 11 events. During the period immediately following the September 11 events, U.S. Retail comparable store sales declined approximately 37% compared to the prior year. Although
sales have begun to recover, they continue to be depressed compared to the period preceding September 11 and the prior year. In accordance with the Company's plan to reduce the number of retail
stores, the Company closed a net 15 stores compared to the prior year which lowered sales by $8.7 million. The decline in sales of Other Americas from $58.5 million in the prior year to
$55.9 million in fiscal 2002, or 4.4% is due to lower sales from all of the Other Americas countries. The steepest decline in sales came from Argentina due to the political and economic
difficulties present in that country.

Sales
from Asian operations increased from $53.1 million in fiscal 2001 to $62.6 million in fiscal 2002, an increase of $9.5 million or 17.9%. Sales from Asian
operations have benefitted from economic recovery in some parts of this region, the Company's strategy of building market share during the previous economic crisis and building the prestige of the Samsonitebrand name in this region. The most
significant increase in revenues from Asian operations was in Korea with a $4.3 million, or 25.2% increase in revenues from the prior year. In June 2000, the Company acquired from its
joint venture partner, its 50% interest in Chia Tai Samsonite (H.K.) Ltd ("Chia Tai"), a joint venture formed to manufacture and distribute luggage in China. Prior to the acquisition, the
Company owned 50% of the joint venture and accounted for it under the equity method. Since the acquisition, the financial statements of Chia Tai have been consolidated with the Company's. Revenues of
Chia Tai totaling $9.4 million and $3.5 million are included in sales from Asian operations for fiscal 2002 and 2001, respectively. Despite the increase in revenues from Asian operations
compared to the prior year, sales from the Asian operations were also unfavorably impacted by the September 11 events compared to pre-September 11 sales growth levels.

Revenues
from U.S. licensing increased $3.2 million, or approximately 32.9%, compared to revenues in the prior year.Samsoniteand American Touristerlabel
licensing revenues increased $2.6 million due to new license agreements signed in fiscal 2002 and strong sales of
licensedSamsonitebusiness cases. Global Licensing revenues increased $0.6 million due to the sale of McGregor trademark registrations,
primarily in China.

Gross Profit.Consolidated gross profit for fiscal 2002 of $292.7 million declined from fiscal 2001 by
$31.5 million. Gross profit as a percentage of sales ("gross profit margin") declined by 1.6 percentage points, from 41.4% in fiscal 2001 to 39.8% in fiscal 2002.

Gross
profit margins from European operations declined by 1.6 percentage points, from 41.5% in fiscal 2001 to 39.9% in fiscal 2002. The decline in European gross profit margins is
due primarily to a decline in sales of hardside luggage in favor of softside luggage having a generally lower gross profit margin and a decline in the gross profit margin of hardside sales due to
introductions of new products with lower average gross profit margins. In addition, during the five month period ended January 31, 2002, the Company implemented strategies to lower working
capital and manage liquidity levels. The results of these strategies caused the incurrence of unfavorable plant production variances and other expenses due to the temporary shutdown of certain
manufacturing facilities and the slow down of production in other facilities. These declines were partially offset by higher gross profit margins on softside products and Hedgrenproducts compared to
the prior year.

Gross
profit margins for the Americas operations declined 3.3 percentage points from 38.7% in fiscal 2001 to 35.4% in fiscal 2002; adjusted for certain expenses incurred related
to the U.S. restructuring recorded in cost of goods sold, gross profit margin was 36.9%. U.S. Wholesale gross profit margins declined from 31.3% in fiscal 2001 to 27.0% in fiscal 2002, or 29.9%,
adjusted for certain expenses incurred related to the U.S. restructuring recorded in cost of goods sold. The decline in gross margin for U.S. Wholesale compared to the prior year is due primarily to
higher sales of products which carry lower margins and an unexpected decline in sales and unfavorable plant production variances caused by the decline in demand relating to the events of
September 11. Gross profit margins for U.S. Retail were 1.8 percentage points lower than the prior year at 49.2% due primarily to severe price competition. Gross profit margins in the Other Americas segment declined from 37.6%
in fiscal 2001 to 35.5% in fiscal 2002 due to lower sales volumes.

Gross
margins for the Asian operations increased from 44.7% in the prior year to 45.5% in fiscal 2002 due to higher sales volumes of products with lower product costs.

Selling, General and Administrative Expenses ("SG&A").Consolidated SG&A declined by $10.8 million from fiscal 2001 to
fiscal 2002. The decline in SG&A is due to lower costs associated with the Americas operations, primarily U.S. Wholesale, in an effort to reduce costs in light of market conditions existing after
September 11, 2001. As a percent of sales, SG&A was 33.9% in fiscal 2002 and 33.3% in fiscal 2001.

SG&A
for European operations increased by $1.3 million from fiscal 2001 to fiscal 2002. The exchange rate difference caused SG&A to decline by $2.8 million. Excluding the
effect of exchange rate changes, Europe's SG&A increased by $4.1 million, or 4.7% in local currency due to additional costs to support new product lines and expanding retail operations. As a
percent of sales, Europe's SG&A was 29.2% in 2002, or 1.7 percentage points higher than the prior year.

SG&A
for the Americas operations, including worldwide corporate headquarters, declined by $14.1 million in fiscal 2002 compared to fiscal 2001. SG&A related to Corporate and U.S.
Wholesale operations, combined, declined by $10.3 million, from $76.7 million in fiscal 2001 to $66.4 million in fiscal 2002. This decline is due primarily to lower selling,
warehousing, national advertising and dealer advertising costs. SG&A related to U.S. retail operations declined by $4.6 million due primarily to fewer stores open during fiscal 2002 compared to
fiscal 2001 and implementation of expense reduction programs. SG&A for Other Americas operations increased by $0.8 million due to a full year of costs for the retail operations which were
acquired in the third quarter of fiscal 2001.

SG&A
for Asian operations increased by $1.8 million from fiscal 2001. The increase was primarily to support increased sales levels in fiscal 2002. As a percent of sales, Asia's
SG&A was 27.9% in fiscal 2002 compared to 29.7% in fiscal 2001.

Licensing
SG&A increased by $0.2 million compared to the prior year.

Amortization and Impairment of Intangible Assets.Amortization of intangible assets increased from $4.7 million in
fiscal 2001 to $8.0 million in fiscal 2002. The increase in amortization expense is due to a $3.3 million charge recorded for the impairment of goodwill associated with the Company's
operations in South America. 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. Due to the political unrest and the severe economic decline in Argentina, it was determined that the entire
amount of such goodwill had been impaired.

Asset Impairment and Provision for Restructuring Operations.The Company's Board of Directors approved a restructuring plan
during the fourth quarter of fiscal 2001 affecting the U.S. operations. The restructuring includes the consolidation of the Company's Tucson, Arizona manufacturing facility with an existing facility
in Nogales, Mexico, the closure of the Denver manufacturing plant and some of the Company's U.S. retail stores, and reorganization and streamlining of the U.S. sales and marketing workforce. The
Company reached a preliminary decision to convert its vacated Denver manufacturing facility to a distribution warehouse. The Company is continuing to evaluate design, cost and financing alternatives
for the warehouse conversion and expects to make a decision on the project in fiscal 2003. The Company intends to lease the Company-owned Tucson, Arizona manufacturing facility to a third party.

The
closure of the Denver manufacturing plant was announced and communicated to the affected employees on February 22, 2001. A restructuring provision of $3.7 million was
recorded in fiscal 2002 in connection with the closure of the Denver plant. The provision relates to termination and severance costs for the affected employees at the Denver plant. In addition, other
costs of $5.4 million and $0.1 million related to the restructuring which, under GAAP, cannot be accrued as part of the restructuring provision but must be expensed as incurred, were
included in cost of sales and in SG&A, respectively. The reduction of the U.S. Sales and Marketing workforce and the consolidation of the Tucson, Arizona operations with those in Nogales, Mexico was
completed in the fourth quarter of fiscal 2001.

The
Company's Board of Directors approved a restructuring plan during the fourth quarter of fiscal 2002 related to operating cost reduction initiatives implemented in the Company's
operations in Europe and softside manufacturing operations located in Nogales, Mexico.

During
the fourth quarter of fiscal 2002, the Company recorded a $5.0 million restructuring provision associated with the restructuring of the European operations which includes
the elimination or downsizing of underutilized hardside suitcase manufacturing facilities and labor forces. The provision relates primarily to termination and severance costs for the elimination of
approximately 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. Softside manufacturing operations in the Company's Szekszard, Hungary plant will be expanded as a result of the restructuring. The Torhout, Belgium manufacturing
facility will be sold subsequent to the restructuring. Manufacturing in Italy will be closed down and the existing leased facility will continue to be used for other sales and distribution activity.
The Company also expects to incur approximately $0.8 million of cost of sales and selling, general and administrative expenses related to the restructuring which, under generally accepted
accounting principles, cannot be accrued as part of the restructuring plan but will be expensed as incurred. Annual operating cost savings from the fiscal 2002 European restructuring are expected to
be approximately $1.9 million in fiscal 2003 and $2.3 million annually beginning in fiscal 2004. In addition, the Company will avoid approximately $1.4 million annually beginning
in fiscal 2003 of unfavorable plant production variances due to a reduction in excess production capacity in its European operations.

During
the fourth quarter of fiscal 2002, the Company recorded a $2.9 million restructuring provision associated with the fiscal 2002 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 $1.9 million asset impairment to the carrying amount of machinery and equipment
which will no longer be used in production at the Nogales manufacturing facility. Impairment losses were calculated based on the excess of the carrying amount of the assets over the assets' estimated
fair values. The fair values of the assets were determined based on internally generated estimates of market value. The Company also expects to incur approximately $2.0 million of cost of sales
and selling, general and administrative expenses related to the restructuring which, under generally accepted accounting principles, cannot be accrued as part of the restructuring plan but will be
expensed as incurred. The combined annual savings from the closure of the Denver manufacturing operation, the reduction in the U.S. sales and marketing workforce, the closure of certain U.S. retail
store locations, and the discontinuance of softside manufacturing in Nogales, Mexico are expected to be approximately $13.2 million versus fiscal 2001 cost levels. These savings are comprised
of a $3.7 million reduction in standard costs as a result of sourcing from contract suppliers primarily in the Far East versus manufacturing softside products in Nogales, $6.8 million from the reduction of period manufacturing costs, and
$2.7 million from the sales and marketing and retail operations restructurings. The Company estimates that savings of approximately $5.5 million were achieved in fiscal 2002 versus
fiscal 2001 as a result of the closure of the Denver manufacturing operations, the reduction of the U.S. sales and marketing workforce and the restructuring of U.S. retail operations.

Operating Income.Operating income declined from $50.8 million in fiscal 2001 to $21.2 million in fiscal 2002,
a decline of $29.6 million. This is the net result of a decline in gross profit of $31.5 million, an increase in provision for restructuring operations of $10.0 million and an
increase in amortization of intangible assets of $3.4 million, net of a decline in SG&A of $10.8 million and asset impairment expense of $4.5 million. Without the impacts of asset
impairment expense, the restructuring provision and the goodwill write-off, operating earnings were $38.3 million in fiscal 2002.

Interest Income.Interest income which includes interest received from the temporary investment of excess cash balances,
declined by $0.4 million compared to the prior year.

Interest Expense and Amortization of Debt Issue Costs and Premium.Interest expense and amortization of debt issue costs
declined from $49.8 million in fiscal 2001 to $49.0 million in fiscal 2002 representing a decline of 1.6%. The decline is due to lower average interest rates on debt balances outstanding
during the year. Interest expense includes $2.0 million and $2.1 million in amortization of debt issuance costs in fiscal 2002 and 2001, respectively. As of January 31, 2002, over
65% of the Company's debt was in fixed rate instruments.

Other Income (Expense)Net.See Note 15 to the consolidated financial statements included elsewhere herein
for a comparative analysis of the components of Other Income (Expense)Net.

The
Company has entered into certain forward exchange contracts to reduce its economic exposure to changes in exchange rates. The Company estimates the reduction in operating income from
the strengthening of the U.S. dollar versus the euro from the prior year to be approximately $1.0 million and $6.8 million for fiscal 2002 and 2001, respectively. Other income, net for
fiscal 2002 includes net realized and unrealized gains from forward exchange contracts of $2.4 million which are included in Other Income (Expense)Net. Realized gains on contracts
closed during fiscal 2002 were $2.3 million. In fiscal 2001, such gains were $5.9 million. Realized gains on contracts closed during fiscal 2001 were $5.5 million.

Other
income (expense)net, declined by $5.2 million from income of $4.2 million in fiscal 2001 to expense of $1.0 million in fiscal 2002. The decline in
income is due to lower realized and unrealized gains from forward exchange contracts of $3.5 million, an increase in bank loan amendment fees and charges of $1.1 million and a net change
in other income and expense items of $0.6 million.

Income Taxes.Income tax expense declined from $12.3 million in fiscal 2001 to $6.9 million in fiscal 2002, a
decline of $5.4 million. The reduction in income tax expense is due to lower foreign income taxes for the European operations due to lower taxable income from those operations. This reduction
was partially offset by higher foreign income taxes for the Asian subsidiary which had higher pretax earnings compared to the prior year. Valuation allowances were provided for all U.S. deferred tax
assets in fiscal 2002 and 2001 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. See Note 11 to the consolidated financial statements included elsewhere herein for further analysis of income tax
expense.

Extraordinary Gain.During each of the fiscal years 2002 and 2001, the Company repurchased and retired $7.6 million
principal amount of its 103/4% Senior Subordinated Notes. The difference between the principal amount of the Notes and the amount at which they were repurchased by the Company in fiscal
2002 and 2001 was recorded as a gain, net of deferred financing costs, and classified as an extraordinary item. (See Note 8 to the consolidated financial statements included elsewhere herein.)

Net Loss.The Company had a net loss in fiscal 2002 of $33.6 million compared to a net loss in fiscal 2001 of
$6.8 million. The $26.8 million increase in the net loss from the prior year is the result of the declines in operating income, interest income, other income, net, and extraordinary
gain, offset by declines in interest expense, income tax expense and minority interest in earnings of subsidiaries.

Senior Redeemable Preferred Stock Dividends and Accretion of Senior Redeemable Preferred Stock Discount.This item represents
the accrual of cumulative dividends on Senior Redeemable Senior Preferred Stock and the accretion of the discount over the twelve-year term of the Senior Redeemable Preferred Stock. The
increase of $4.6 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 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 increased from $39.7 million to $71.1 million; the
net loss per common share increased from $2.01 to $3.59 per share.

Fiscal 2001 Compared to Fiscal 2000

General.Results of European operations were translated from Belgian francs to U.S. dollars in fiscal 2001 and fiscal 2000 at
average rates of approximately 43.74 and 37.90 francs to the dollar, respectively. The decline in the value of the Belgian franc of 13% resulted in decreases in European reported sales, cost of sales,
selling, general and administrative expenses, and operating earnings in fiscal 2001 compared to fiscal 2000. The most significant effects from the difference in exchange rates from last year to the
current year are noted in the following analysis and are referred to as an "exchange rate difference". The Company enters into forward foreign exchange contracts and option contracts to reduce its
economic exposure to fluctuations in currency exchange rates for the Belgian franc and other foreign currencies. Such instruments are marked to market at the end of each accounting period; realized
and unrealized gains and losses are recorded in Other Income (Expense)Net. During fiscal 2001, the Company had net gains from such instruments of $5.9 million. Realized gains on
contracts closed during fiscal 2001 were $5.5 million. During fiscal 2000, the Company had net gains included in Other Income (Expense)Net from such instruments of
$5.7 million. The Company estimates the negative impact on Operating Income from the year-to-year strengthening of the U.S. dollar versus the Belgian franc to be
approximately $6.8 million in fiscal 2001 which was partially offset by gains realized on forward foreign exchange contracts which are included in Other Income. Declining European currencies
have an adverse effect on the Company's reported sales and can have an adverse effect on Operating Income; the Company may not be able to offset exposure to currency losses through the aforementioned
efforts to reduce economic exposure to such currency fluctuations.

Net Sales.Consolidated net sales increased from $767.7 million in fiscal 2000 to $783.9 million in fiscal
2001, an increase of $16.2 million, or 2.1%. Fiscal 2001 sales were adversely affected by the decrease in
the value of the Belgian franc compared to the U.S. dollar in fiscal 2001. Without the effect of the exchange rate difference, fiscal 2001 sales would have increased by $64.5 million or
approximately 8.4%.

On
a U.S. dollar basis, sales from European operations decreased from $323.2 million in fiscal 2000 to $313.4 million in fiscal 2001, a decrease of $9.8 million, or
3.0%. Expressed in the local European currency (Belgian francs), fiscal 2001 sales increased by 11.9%, or the U.S. constant dollar equivalent of $38.5 million, from fiscal 2000; however, the
local currency increase was partially offset by the adverse effect of a $48.3 million exchange rate difference. Softside product sales continue to make up an increasingly larger percentage of
total luggage sales in European operations, comprising 54% of total sales from European operations in fiscal 2001. Contributing to the 18% local currency growth in revenues from softside products
compared to the prior year was growth in sales of the existingRhapsody,Promo, Base Hitsand Streamlinelines of products, and a 37% increase in sales of business and computer cases. Local currency sales of hardside luggage were approximately 5%
lower compared to the prior year reflecting a shift in consumer demand towards softside products. Increases of $5.2 million and $3.9 million in apparel and footwear sales, respectively,
contributed to the sales growth. Clothing and footwear sales were $8.9 million and $16.3 million, respectively, during fiscal 2001, compared to $3.7 million and
$12.4 million during fiscal 2000, respectively.

Sales
from the Americas operations increased from $393.6 million in fiscal 2000 to $400.1 million in fiscal 2001, an increase of $6.5 million or 1.7%. The increase
was due to an increase in Other Americas sales of $9.9 million, offset by a decrease in U.S. Wholesale sales of $2.1 million and a decrease in U.S. retail sales of $1.3 million.
U.S. Wholesale revenues of $210.3 million were $2.1 million lower than prior year, a decrease of 1.0%. The decrease in U.S. Wholesale revenues was due to a slow retail sales environment
in the U.S. including a slower Christmas selling season. The U.S. Wholesale business also continued to be affected by price discounting to meet competitive luggage industry pricing pressure and the
transition of two major product lines during the year. U.S. retail sales decreased from $132.5 million in the prior year to $131.2 million in the current year, a decrease of
$1.3 million or 1%. The decrease in sales is due to lower consumer traffic at the outlet malls and promotional price discounting in other retail channels. Comparable store sales declined by
$6.3 million or approximately 5.0% from fiscal 2000. Sales from Other Americas operations, including Mexico, Canada, Brazil, Argentina and Uruguay, increased from the prior year by
$9.9 million, to $58.5 million in fiscal 2001, or 20.4%. The increase in sales from Other Americas operations is primarily due to increased sales in all of the Other Americas countries
and the acquisition of an eight-store retail chain in Argentina which provided approximately $1.1 million in revenues since the acquisition of the stores in August 2000. The Company has
observed signs that recessionary conditions in Latin America may be easing which has contributed to the increase in sales from that region.

Sales
from Asian operations increased from $35.4 million in fiscal 2000 to $53.1 million in fiscal 2001, an increase of $17.7 million or 50%. Sales in all Asian
countries increased due to improved economies in the region and increased market share in certain countries. The most significant increase in revenues from Asian operations was in Korea with a
$7.0 million or 68% increase in revenues from the prior year. In June 2000, the Company acquired from its joint venture partner, its 50% interest in Chia Tai Samsonite (H.K.) Ltd
("Chia Tai"), a joint venture formed to manufacture and distribute luggage in China. Prior to the acquisition, the Company owned 50% of the joint venture and accounted for it
under the equity method. Since the acquisition, the financial statements of Chia Tai have been consolidated with the Company's. Revenues of Chia Tai totaling $3.5 million are included in sales
from Asian operations for fiscal 2001.

Revenues
from U.S. licensing increased $1.8 million, or approximately 11.5%, compared to revenues in the prior year due to increases inSamsoniteandAmerican Touristerlabel licensing revenues of $1.5 million from the prior year and increases in revenues from
non-luggage brands of $0.3 million.

Gross Profit.Consolidated gross profit for fiscal 2001 of $324.2 million decreased from fiscal 2000 by
$1.2 million. Gross profit as a percentage of sales ("gross profit margin") decreased by 1.0 percentage point, from 42.4% in fiscal 2000 to 41.4% in fiscal 2001.



Gross profit margins from European operations decreased by 1.0 percentage point, from 42.5% in fiscal 2000 to 41.5% in fiscal 2001. The decrease in European gross profit margins
is due primarily to higher prices on purchased softside products caused by the strength of the U.S. dollar and higher petroleum based material costs. During the third quarter, the Company adopted
sales price increases on European products to partially counter these product and material costs increases.

Gross
profit margins for the Americas operations decreased 1.5 percentage points from 40.2% in fiscal 2000 to 38.7% in fiscal 2001. U.S. Wholesale gross profit margins decreased
from 35.0% in fiscal 2000 to 31.3% in fiscal 2001, due primarily to price discounts, markdowns on discontinued product sales and lower total sales volumes. Gross profit margins for U.S. Retail were
approximately equal to the prior year at 51.0%. U.S. Retail gross margins continue to be under pressure from promotional pricing activities caused by discounting in other retail distribution channels.
Gross profit margins in the Other Americas segment increased from 34.9% in fiscal 2000 to 37.6% in fiscal 2001 due primarily to higher sales volumes and lower costs.

Gross
margins for the Asian operations decreased from 45.6% in the prior year to 44.7% in fiscal 2001 due to higher sales volumes of products with lower margins.

Selling, General and Administrative Expenses ("SG&A").Consolidated SG&A decreased by $1.1 million from fiscal 2000 to
fiscal 2001. As a percent of sales, SG&A was 33.3% in fiscal 2001 and 34.1% in fiscal 2000.

SG&A
for European operations decreased by $2.7 million from fiscal 2000 to fiscal 2001. The exchange rate difference caused SG&A to decrease by $13.3 million. Excluding the
effect of exchange rate changes, Europe's SG&A increased by $10.6 million, or 11.2% in local currency due to a 11.9% increase in sales volumes and additional costs to support new product lines
and expanding retail operations. As a percent of sales, Europe's SG&A was 27.5% in 2001 which is unchanged from the prior year.

SG&A
for the Americas operations, including worldwide corporate headquarters, decreased by $3.3 million in fiscal 2001 compared to fiscal 2000. SG&A related to Corporate and U.S.
Wholesale operations, combined, decreased by $7.3 million, from $84.0 million in fiscal 2000 to $76.7 million in fiscal 2001. This decrease is due primarily to an increase in
pension income, lower compensation expense and lower warehousing, national advertising and general and administrative costs. SG&A related to U.S. retail operations increased by $0.3 million. As
a percent of sales, U.S. Retail SG&A increased from
46.9% in fiscal 2000 to 47.6% in fiscal 2001 due primarily to increased transportation costs caused by higher fuel prices. SG&A for Other Americas operations increased by $3.7 million in
support of higher sales volumes and due to expanded retail operations in Latin America.

SG&A
for Asian operations increased by $4.8 million from fiscal 2000. The increase was primarily to support increased sales levels in fiscal 2001. As a percent of sales, Asia's
SG&A was 29.7% in fiscal 2001 compared to 30.7% in fiscal 2000.

Licensing
SG&A increased by $0.1 million compared to the prior year.

Amortization of Intangible Assets.Amortization of intangible assets decreased from $5.7 million in fiscal 2000 to
$4.7 million in fiscal 2001. The $1.0 million decrease is due primarily to lower amortization expense for non-luggageMcGregorlicenses which became fully amortized in fiscal 2001, offset
partially by increased amortization of intangibles recorded in connection with the additional 50% acquisition of
Chia Tai and the eight-store retail chain in Argentina.

Asset Impairment and Provision for Restructuring Operations.The Company's Board of Directors approved a restructuring plan
during the fourth quarter of fiscal 2001 affecting the U.S. operations. The restructuring includes the consolidation of the Company's Tucson, Arizona manufacturing facility with an existing facility
in Nogales, Mexico, the closure of the Denver manufacturing plant and some of the Company's U.S. retail stores, and reorganization and streamlining of the U.S. sales and marketing workforce. The Company intends to sell the Company owned Tucson, Arizona manufacturing facility
and is exploring various alternative uses for the existing Denver plant facility once the restructuring is complete. In connection with these activities, during the fourth quarter of fiscal 2001, the
Company recorded a $6.4 million asset impairment to the carrying amount of machinery and equipment which will no longer be used in production at the two manufacturing facilities and the
carrying amount of furniture and fixtures at the U.S. retail stores which will be closed. Impairment losses were calculated based on the excess of the carrying amount of the assets over the assets'
estimated fair values. The fair values of the assets were determined based on internally generated estimates of market value.

A
restructuring provision of $1.6 million was recorded in the fourth quarter of fiscal 2001 in connection with the aforementioned restructuring initiatives. The provision relates
to termination and severance costs for the elimination of approximately 22 positions in the Company's U.S. sales and marketing workforce, costs related to the consolidation of its Tucson, Arizona
manufacturing operations into its existing facility in Nogales, Mexico, and lease termination costs for U.S. retail stores which will be closed. The reduction of the U.S. Sales and Marketing workforce
and the consolidation of the Tucson, Arizona operations with those in Nogales, Mexico was completed in the fourth quarter of fiscal 2001. In addition, other restructuring expenses included in cost of
sales of $0.4 million were incurred related to the restructuring.

The
closure of the Denver manufacturing plant was announced and communicated to the affected employees on February 22, 2001, subsequent to the Company's fiscal
year-ended January 31, 2001. As a result, the Company was required by generally accepted accounting principles to record charges related to employee termination costs for the plant
closure in fiscal 2002. The Company recorded a restructuring charge of approximately $3.7 million during the first quarter of fiscal 2002 which primarily relates to employee termination costs.

Operating Income.Operating income decreased from $57.9 million in fiscal 2000 to $50.8 million in fiscal 2001,
a decrease of $7.1 million. This is the net result of decreased gross profit of $1.2 million, and an increase in asset impairment expenses of $6.4 million and provision for
restructuring operations of $1.6 million, net of a decline in SG&A of $1.1 million and amortization of intangibles of $1.0 million. Without the impacts of asset impairment expense
and the restructuring provision, operating earnings were $58.8 million in fiscal 2001.

Interest Income.Interest income decreased from the prior year by $0.7 million. Interest income results primarily from
interest received from the temporary investment of excess cash balances.

Interest Expense and Amortization of Debt Issue Costs and Premium.Interest expense and amortization of debt issue costs
decreased from $52.3 million in fiscal 2000 to $49.8 million in fiscal 2001. The decrease was caused primarily by lower average debt balances in fiscal 2001 compared to the prior year.
Interest expense includes $2.1 million in amortization of debt issuance costs in fiscal 2001 and 2000. As of January 31, 2001, over 75% of the Company's debt was in fixed rate
instruments.

Other Income (Expense)Net.See Note 15 to the consolidated financial statements included elsewhere herein
for a comparative analysis of the components of Other Income (Expense)Net.

The
Company has entered into certain forward exchange contracts to reduce its economic exposure to changes in exchange rates. The Company estimates the reduction in operating income from
the strengthening of the U.S. dollar versus the Belgian franc from the same period in the prior year to be approximately $6.8 million and $2.1 million for fiscal 2001 and 2000,
respectively. Partially offsetting these reductions in Operating Income in fiscal 2001 are net realized and unrealized gains from forward exchange contracts of $5.9 million which are included
in Other Income (Expense)Net. Realized gains on contracts closed during fiscal 2001 were $5.5 million. In fiscal 2000, such gains were $5.7 million. Realized gains on
contracts closed during fiscal 2000 were $4.3 million.

Included
in Other Income (Expense)Net, is equity in earnings of affiliates which improved from a loss of $0.7 million to earnings of $0.1 million due to an
improvement in the results of operations from the
China joint venture, Chia Tai. In June 2000, Chia Tai became a wholly-owned consolidated subsidiary. Other Income (Expense)Net includes income of $3.5 million in fiscal 2000
resulting from the adjustment to an accrual for the settlement of a contingent liability with respect to interest which had been previously accrued on certain old notes. (See Note 14 to the
consolidated financial statements included elsewhere herein.) Transactional exchange losses declined by $1.6 million compared to the prior year and other miscellaneous expenses declined by
$1.5 million compared to the prior year.

Income Taxes.Income tax expense declined from $12.6 million in fiscal 2000 to $12.3 million in fiscal 2001.
The reduction in income tax expense is due to lower foreign income taxes for the European operations due to lower taxable income and the exchange rate effect which lowered foreign taxes on European
income by $1.1 million. This reduction was partially offset by higher foreign income taxes for the Asian and Latin American subsidiaries which had higher pretax earnings compared to the prior
year. Valuation allowances were provided for all U.S. deferred tax assets in fiscal 2001 and 2000 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. See Note 11 to the consolidated financial statements included elsewhere herein for further
analysis of income tax expense.

Extraordinary Gain (Loss).During fiscal 2001, the Company repurchased and retired $7.6 million principal amount of
its 103/4% Senior Subordinated Notes. During fiscal 2000, the Company repurchased and retired $12.0 million principal amount of the notes. The difference between the principal
amount of the Notes and the amount at which they were repurchased by the Company in fiscal 2001 and 2000 was recorded as a gain, net of deferred financing costs, and classified as an extraordinary
item. (See Note 8 to the consolidated financial statements included elsewhere herein.)

Net Loss.The Company had a net loss in fiscal 2001 of $6.8 million compared to a net loss in fiscal 2000 of
$1.8 million. The $5.0 million increase in the net loss from the prior year is the result of the declines in operating income and interest income and an increase in minority interest in
earnings of subsidiaries, partially offset by reductions in interest and income tax expense and the increase in other income and extraordinary gain.

Senior Redeemable Preferred Stock Dividends and Accretion of Senior Redeemable Preferred Stock Discount.This item represents
the accrual of cumulative dividends on Senior Redeemable Senior Preferred Stock issued in connection with the 1998 recapitalization and accretion of the discount over the twelve-year term
of the Senior Redeemable Preferred Stock.

Net Loss to Common Stockholders.This amount represents Net Loss reduced for dividends payable and the accretion of discount
on the Senior Redeemable Preferred Stock and is the amount used to calculate Net Loss per Common Share.

Liquidity and Capital Resources

As reflected in the consolidated statements of cash flows included elsewhere herein, cash flows provided by operating activities declined by $14.5 million
in fiscal 2002 from fiscal 2001. Cash flows from net income, adjusted for nonoperating and noncash charges, declined by $20.5 million, primarily as a result of the increase in operating loss
described above, while cash flow provided by changes in operating assets and liabilities increased by $6.0 million. At January 31, 2002, the Company had current assets in excess of current liabilities of $169.8 million compared to
$148.8 million at January 31, 2001, an increase of $21.0 million. Current assets increased by $11.9 million due to an increase in cash of $50.6 million and an
increase in prepaid expenses and other current assets of $1.1 million, offset by declines in receivables of $24.5 million, inventories of $15.1 million and deferred income taxes
of $0.2 million. The increase in cash and decline in receivables and inventories is primarily a result of borrowings on the senior credit facility and other efforts to preserve liquidity in
light of the September 11 events and subsequent decline in sales volumes.

Cash
flows used in investing activities declined from $20.3 million in fiscal 2001 to $9.0 million in fiscal 2002, a decline of $11.3 million. This was primarily
caused by a decline in capital expenditures from $17.8 million in fiscal 2002 to $11.7 million in fiscal 2001 by the Company's wholly-owned subsidiaries. Capital expenditures in fiscal
2002 consist primarily of upgrades, replacements of machinery and equipment and machinery and equipment for new products at the Company's manufacturing and distribution facility in Belgium. Capital
expenditures of a similar nature of $0.9 million in fiscal 2002 and $1.1 million in fiscal 2001 were incurred in less than 100% owned subsidiaries.

Cash
flows provided by (used in) financing activities increased from cash payments of $0.1 million in fiscal 2001 to cash borrowed of $48.3 million in fiscal 2002, an
increase of $48.4 million. This was primarily caused by an increase in net borrowings on the senior credit facility of $47.0 million. To provide additional liquidity to the Company in
the aftermath of the events of September 11, the Company borrowed substantially all remaining availability under the $70 million revolving credit line under its senior credit facility.
In February 2002, the Company repaid substantially all the revolving credit borrowings.

The
Company's cash flow from operations together with amounts available under its credit facilities were sufficient to fund fiscal 2002 operations, scheduled payments of principal and
interest on indebtedness, and capital expenditures. The Company's principal sources of liquidity are cash flows from operating activities and borrowings under the senior credit facility. Management of
the Company believes that cash flow from future operations and amounts available under its credit facilities will be adequate to fund operating requirements during the next 12 months. The
Company's contractual obligations under its long-term debt, capital lease, operating leases, and redeemable preferred stock agreements are presented in Notes 8 and 9 to the accompanying
consolidated financial statements.

The
Company's Board of Directors has determined not to declare the March 15, 2002 pay-in-kind dividend on the Company's redeemable preferred stock.
Non-payment of the dividend does not constitute a default, has no current effect on the rights or obligations of the Company or the preferred stockholders and has no effect on the
Company's consolidated financial condition or results of operations. In accordance with the terms of the preferred stock, the dividends will continue to accumulate and compound quarterly at the stated
rate of 137/8% per annum and the accumulated dividends will be added to the liquidation preference of the preferred stock. The dividend was not declared due to legal requirements under
Delaware law. Dividends on the redeemable preferred stock become payable in cash after June 15, 2003. If the Company does not declare and pay these cash dividends, the dividends will begin to
accumulate at a rate of 157/8% per annum until such dividends are paid in full in cash; additionally, if the Company fails to declare and pay the cash dividends on any two dividend
payment dates, the number of directors is required to be adjusted by the number necessary to permit the holders of the senior redeemable preferred stock, voting separately and as one class, to elect
the lesser of two directors or that number of directors constituting at least 25% of the entire Board of Directors. The Company cannot provide assurance that it will declare or pay in-kind or cash
dividends on the preferred stock in the future.

As
a result of the business downturn following the events of September 11, as of January 31, 2002 the Company fell out of compliance with certain financial covenants in the
senior credit facility agreement. On February 13, 2002, the Company reached an agreement with the lenders under the senior credit facility to waive that noncompliance and the default and
reestablish the ongoing financial covenants at levels the Company believes are appropriate to the current business environment. The Company expects that, under the amended financial covenants, it will
have access to all facilities under the senior credit facility necessary for its normal operations for the next 12 months.

As
discussed in Note 8(a) to the accompanying consolidated financial statements, the revolving credit facility of $70 million and the European term loan facility
($31.9 million at January 31, 2002) portions of the senior credit facility mature on June 24, 2003. The U.S. term loan facility ($46.4 million at January 31, 2002)
matures on June 24, 2005. Prior to June 24, 2003, the Company will need to extend or replace the current senior credit facility, which may require additional changes to the debt and
equity capitalization of the Company. The Company has retained an investment banking firm to advise the Company on opportunities to improve its debt and capital structure.

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.

The
Company believes that disclosure of its operating earnings before interest, taxes, depreciation and amortization, as further adjusted to exclude goodwill and asset impairment charges
and restructuring charges and expenses plus currency hedge gains realized in cash ("Adjusted EBITDA"), provides useful information regarding the Company's ability to incur and service debt, but that
it should not be considered a substitute for operating income or cash flow from operations determined in accordance with generally accepted accounting principles. Other companies may calculate EBITDA,
or derivations thereof, in a different manner than the Company. Adjusted EBITDA does not take into consideration substantial costs and cash flows of doing business, such as interest expense, income
taxes, depreciation, amortization, and restructuring charges and expenses, and should not be considered in isolation to or as a substitute for other measures of performance. Adjusted EBITDA, as
calculated by the Company, also excludes extraordinary items, discontinued operations, minority interest in earnings of subsidiaries, senior redeemable preferred stock dividends and certain items of
other income and expense. Adjusted EBITDA does not represent funds available for discretionary use by the Company because those funds are required for debt service, capital expenditures to replace
fixed assets, working capital, and other commitments and contingencies. Neither EBITDA nor Adjusted EBITDA is an accounting term and neither is used in generally accepted accounting principles. The
following is a summary of the Company's calculation of Adjusted EBITDA for the years ended January 31, 2002, 2001 and 2000:

Year ended January 31,2002

2001

2000Operating income

$
21,204

50,802

57,856Depreciation expense


19,575

20,869

21,912Amortization and impairment of intangible assets


8,036

4,656

5,712Asset impairment and restructuring charges and expenses


19,050

8,354

Realized gains on foreign currency forward contracts


2,346

5,548

4,335Other


40

51

1,523Adjusted EBITDA

$
70,251

90,280

91,338


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 and accruals for
restructuring activities involve accounting policies which are most affected by management's judgment and the use of estimates.

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.

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. Worse than expected future economic conditions, unknown customer
credit problems and other factors may require additional allowances for doubtful accounts to be provided for in future periods.

The
Company provides for restructuring activities and impairment of long-lived assets in accordance with EITF 94-3,Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)and SFAS 121,Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of. 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.





Effect of Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method and specifies the criteria for
recording intangible assets separate from goodwill. Under SFAS No. 142, goodwill and intangible assets with indefinite lives will no longer be amortized, but instead will be reviewed annually
(or more frequently as impairment indicators arise) for impairment. Separate intangible assets that do not have indefinite lives will continue to be amortized over their useful lives. The
non-amortization and amortization provisions of SFAS No. 142 are effective for goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the Company will adopt SFAS No. 142 effective February 1, 2002. The Company expects the adoption of these accounting standards
will result in a reduction of its amortization of goodwill and other intangible assets commencing February 1, 2002; however, periodic impairment reviews required by SFAS No. 142 may
result in future impairment charges to earnings. At January 31, 2002, the Company had $3.8 million in goodwill, net of amortization, recorded on its balance sheet and
$84.1 million of intangible assets, net of amortization, which have an indefinite life under the provisions of SFAS 141.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. SFAS No. 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the
associated asset and this additional carrying amount is depreciated over the life of the asset. Subsequent changes to the liability are accreted at the end of each period through charges to operating
expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company will adopt SFAS No. 143 effective
February 1, 2003 and does not expect the impact of adopting SFAS No. 143 to be significant.

On
October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses financial accounting and
reporting for the impairment of disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", it retains many of the fundamental provisions of that Statement. SFAS No. 144 also supersedes the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business. The Company will adopt SFAS No. 144 effective
February 1, 2002 and does not expect the impact of adopting SFAS No. 144 to be significant.

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), intercompany royalty payments from foreign subsidiaries, and certain third party royalty payments receivable in Japanese yen. The Company's European
subsidiary enters into forward exchange contracts primarily to reduce its 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 various European currencies.

Contracts
entered into to reduce the Company's exposure to translated earnings of foreign subsidiaries and intercompany 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 when the contracts are closed.

At
January 31, 2002, the Company and its European subsidiary had forward foreign exchange contracts outstanding having a total contract amount of approximately
$42.0 million with a weighted average
maturity of 137 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 in results of operations for the year ended January 31, 2002 would be approximately $2.9 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, 2002, the Company had approximately $333.3 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, 2002 was $227.4 million, which was less than the carrying value by $105.9 million. Fair values were determined primarily from quoted market rates since almost all the
fixed rate long-term debt at January 31, 2002 consists of the Company's outstanding publicly traded subordinated notes. A 1.0% decrease from prevailing interest rates at
January 31, 2002, would result in an estimated increase in fair value of total fixed rate long-term debt of approximately $9.4 million.

At
January 31, 2002, the Company had an outstanding variable to fixed interest rate swap agreement with a notional amount of 34.7 million euros (equivalent to U.S.
$30.9 million at January 31, 2002), a fixed pay rate of 5.01% and a receive rate, based on Euribor of 3.36%. The swap agreement dated May 17, 2000 has a three-year
term. The rate the Company receives reprices every three months. At January 31, 2002, the Company also had an outstanding variable to fixed rate swap agreement with a notional amount of
$25.0 million, a fixed pay rate of 6.06%, and a receive rate of 1.90% based on Libor. The swap agreement dated December 13, 2000, expires December 13, 2002. The rate the Company
receives reprices every three months.

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.





PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated by reference from the 2002 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 2002 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

The information required by Item 12 is incorporated by reference from the 2002 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 2002 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.





PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

|(a) |  | 1. |  | Financial Statements:                                                          
|--- |  | -- |  | -------------------------------------------------------------------------------
|    |  |    |  | See Index to Consolidated Financial Statements and Schedule on page F-1 hereof.
|    |  | 2. |  | Financial Statement Schedule:                                                  
|    |  |    |  | See Index to Consolidated Financial Statements and Schedule on page F-1 hereof.
|    |  | 3. |  | Exhibits:                                                                      
|    |  |    |  | See Index to Exhibits on pages E-1 through E-5 hereof.                         
|(b) |  |    |  | Reports on Form 8-K.                                                           
|    |  |    |  | Form 8-K dated January 18, 2002                                                
|    |  |    |  | Item 5. Other Events                                                           
|    |  |    |  | Form 8-K dated February 14, 2002                                               
|    |  |    |  | Item 5. Other Events                                                           
|    |  |    |  | Form 8-K dated March 22, 2002                                                  
|    |  |    |  | Item 5. Other Events                                                           





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: April 25, 2002 

Each
person whose signature appears below constitutes and appoints Luc Van Nevel 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, 2002, 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.

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 and Secretary |  | April 25, 2002
|/s/BERNARD ATTALBernard Attal       |  | Director                                         |  | April 15, 2002
|/s/LEON D. BLACKLeon D. Black       |  | Director                                         |  | April 22, 2002
|/s/EMMANUEL CUEFFEmmanuel Cueff     |  | Director                                         |  | April 15, 2002
|/s/ROBERT H. FALKRobert H. Falk     |  | Director                                         |  | April 22, 2002
|/s/MARK H. RACHESKYMark H. Rachesky |  | Director                                         |  | April 12, 2002
|                                    |  |                                                  |  |               

|/s/ROBERT L. ROSENRobert L. Rosen     |  | Director |  | April 11, 2002
|------------------------------------- |  | -------- |  | --------------
|/s/MARC J. ROWANMarc J. Rowan         |  | Director |  | April 22, 2002
|/s/STEPHEN J. SOLARZStephen J. Solarz |  | Director |  | April 10, 2002
|/s/JOHAN TACKJohan Tack               |  | Director |  | April 11, 2002





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE



|                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------
|Consolidated Financial Statements:                                                                                                                    
|Independent Auditors' Report                                                                                                                          
|Consolidated Balance Sheets as of January 31, 2002 and 2001                                                                                           
|Consolidated Statements of Operations for each of the years in the three-year period ended January 31, 2002                                           
|Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Loss for each of the years in the three-year period ended January 31, 2002
|Consolidated Statements of Cash Flows for each of the years in the three-year period ended January 31, 2002                                           
|Notes to Consolidated Financial Statements                                                                                                            
|Schedule:                                                                                                                                             
|Schedule IIValuation and Qualifying Accounts                                                                                                         





INDEPENDENT AUDITORS' REPORT

The
Board of Directors
Samsonite Corporation:

We
have audited the accompanying 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, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2002, 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.

|                                |  | KPMG LLP
|------------------------------- |  | --------
|Denver, Colorado
March 19, 2002 |  |         





SAMSONITE CORPORATION AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        January 31, 2002 and 2001  (In thousands)

|                                                                                                                                                                |                                                                                          | January 31,                          |         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------ | --------
|
|ASSETS                                                                                                                                                          |                                                                                         
|Current assets:                                                                                                                                                 |                                                                                          |                                      |         
|                                                                                                                                                                | Cash and cash equivalents                                                                |                                      | $       
|                                                                                                                                                                | Trade receivables, net of allowances for doubtful accounts of $6,211 and $6,087 (Note 8) |                                      |         
|                                                                                                                                                                | Notes and other receivables                                                              |                                      |         
|                                                                                                                                                                | Inventories (Notes 3 and 8)                                                              |                                      |         
|                                                                                                                                                                | Deferred income tax assets (Note 11)                                                     |                                      |         
|                                                                                                                                                                | Prepaid expenses and other current assets                                                |                                      |         
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | Total current assets                 |         
|Property, plant and equipment, net (Notes 4 and 8)                                                                                                              |                                                                                          |                                      | 113,317 
|Intangible assets, less accumulated amortization of $63,703 and $56,863 (Notes 5 and 6)                                                                         |                                                                                          |                                      | 99,741  
|Other assets and long-term receivables, net of allowance for doubtful accounts of $521                                                                          |                                                                                          |                                      | 13,791  
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | $                                    | 529,864 
|                                                                                                                                                                |                                                                                          |                                      |         
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                  |                                                                                         
|Current liabilities:                                                                                                                                            |                                                                                          |                                      |         
|                                                                                                                                                                | Short-term debt (Note 7)                                                                 |                                      | $       
|                                                                                                                                                                | Current installments of long-term obligations (Note 8)                                   |                                      |         
|                                                                                                                                                                | Accounts payable                                                                         |                                      |         
|                                                                                                                                                                | Accrued interest expense                                                                 |                                      |         
|                                                                                                                                                                | Accrued compensation and employee benefits                                               |                                      |         
|                                                                                                                                                                | Other accrued expenses                                                                   |                                      |         
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | Total current liabilities            |         
|Long-term obligations, less current installments (Notes 8 and 13)                                                                                               |                                                                                          |                                      | 469,646 
|Deferred income tax liabilities (Note 11)                                                                                                                       |                                                                                          |                                      | 12,571  
|Other non-current liabilities (Note 12)                                                                                                                         |                                                                                          |                                      | 28,666  
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | Total liabilities                    |         
|                                                                                                                                                                |                                                                                          |                                      |         
|Minority interests in consolidated subsidiaries                                                                                                                 |                                                                                          |                                      | 9,633   
|Senior redeemable preferred stock (aggregate liquidation preference of $286,115 and $249,634, net of discount and issuance costs of $8,629 and $9,654) (Note 9) |                                                                                          |                                      | 277,486 
|Stockholders' equity (deficit) (Notes 8, 9, 10 and 18):                                                                                                         |                                                                                          |                                      |         
|                                                                                                                                                                | Preferred stock                                                                          |                                      |         
|                                                                                                                                                                | Common stock                                                                             |                                      |         
|                                                                                                                                                                | Additional paid-in capital                                                               |                                      |         
|                                                                                                                                                                | Accumulated deficit                                                                      |                                      |         
|                                                                                                                                                                | Accumulated other comprehensive loss                                                     |                                      |         
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          |                                      | 18,601  
|Treasury stock, at cost (10,500,000 shares)                                                                                                                     |                                                                                          |                                      | (420,000
|                                                                                                                                                                |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | Total stockholders' equity (deficit) |         
|                                                                                                                                                                |                                                                                          |                                      |         
|Commitments and contingencies (Notes 8, 9, 10, 11, 12 and 14)                                                                                                   |                                                                                          |                                      |         
|                                                                                                                                                                |                                                                                          | $                                    | 529,864 
|                                                                                                                                                                |                                                                                          |                                      |         

See accompanying notes to consolidated financial statements.



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

|                                                                                                                 |                                                                   | Year ended January 31,                                                       |                   
|---------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------
|
|Net sales                                                                                                        |                                                                   | $                                                                            | 736,274           
|Cost of goods sold                                                                                               |                                                                   |                                                                              | 443,591           
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Gross profit                                                                 |                   
|Selling, general and administrative expenses                                                                     |                                                                   |                                                                              | 249,893           
|Amortization and impairment of intangible assets (Note 2)                                                        |                                                                   |                                                                              | 8,036             
|Asset impairment charge (Note 2)                                                                                 |                                                                   |                                                                              | 1,933             
|Provision for restructuring operations (Note 2)                                                                  |                                                                   |                                                                              | 11,617            
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Operating income                                                             |                   
|Other income (expense):                                                                                          |                                                                   |                                                                              |                   
|                                                                                                                 | Interest income                                                   |                                                                              |                   
|                                                                                                                 | Interest expense and amortization of debt issue costs and premium |                                                                              |                   
|                                                                                                                 | Other income (expense)net (Notes 14 and 15)                      |                                                                              |                   
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Income (loss) before income taxes, minority interest, and extraordinary item |                   
|Income tax expense (Note 11)                                                                                     |                                                                   |                                                                              | (6,886            
|Minority interest in earnings of subsidiaries                                                                    |                                                                   |                                                                              | 194               
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Loss before extraordinary item                                               |                   
|Extraordinary itemgain on extinguishment of debt, (Note 8)                                                      |                                                                   |                                                                              | 1,044             
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Net loss                                                                     |                   
|Senior redeemable preferred stock dividends and accretion of senior redeemable preferred stock discount (Note 9) |                                                                   |                                                                              | (37,505           
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Net loss to common stockholders                                              |                   
|                                                                                                                 |                                                                   |                                                                              |                   
|Income (loss) per common share-basic and diluted:                                                                |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   | Loss before extraordinary item                                               |                   
|                                                                                                                 |                                                                   | Extraordinary item                                                           |                   
|                                                                                                                 |                                                                   |                                                                              |                   
|                                                                                                                 |                                                                   |                                                                              | Net loss per share
|                                                                                                                 |                                                                   |                                                                              |                   

See
accompanying notes to consolidated financial statements.





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 other comprehensive loss |         | Accumulated deficit |          | Comprehensive loss |   | Treasury stock |       
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------ | --------------- | --- | -------------------------- | ------- | ------------------------------------ | ------- | ------------------- | -------- | ------------------ | - | -------------- | ------
|Balance, February 1, 1999 |                                                                                                                                                                                                                         | $                  |                   |                 | 210 |                            | 436,351 |                                      | (12,426 | )                   | (299,581 | )                  |   |                |       
|Net loss                  |                                                                                                                                                                                                                         |                    |                   |                 |    |                            |        |                                      |        |                     | (1,842   | )                  |   | (1,842         | )     
|                          | Foreign currency translation adjustment                                                                                                                                                                                 |                    |                    |                |     |                           |         |                                     |         | (9,103              | )        |                   |   |                | (9,103
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          |                                                                                                                                                                                                                         |                    | Comprehensive loss |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          | Issuance of 23,222 shares to directors for services (Note 10)                                                                                                                                                           |                    |                    |                |     |                            |         | 139                                  |         |                    |          |                   |   |                |       
|                          | Issuance of 15,220 shares for exercise of employee stock options (Note 10)                                                                                                                                              |                    |                    |                |     |                           |         | 38                                   |         |                    |          |                   |   |                |       
|                          | Compensation expense accrued for stock bonus awards                                                                                                                                                                     |                    |                    |                |     |                           |         | 138                                  |         |                    |          |                   |   |                |       
|                          | Compensation expense for stock options (Note 10)                                                                                                                                                                        |                    |                    |                |     |                           |         | 662                                  |         |                    |          |                   |   |                |       
|                          | Issuance of 1,968 shares of Series Z Preferred Stock, net of offering costs of $1,000 (Note 18)                                                                                                                         |                    |                    | 49,000          |     |                           |         |                                     |         |                    |          |                   |   |                |       
|                          | Issuance of 846,858 shares of common stock and conversion of 1,968 shares of Series Z Preferred Stock to 8,333,333 shares of common stock in connection with rights offering, net of offering costs of $1,355 (Note 18) |                    |                    | (49,000         | )   | 92                         |         | 52,635                               |         |                    |          |                   |   |                |       
|                          | Senior Redeemable Preferred Stock dividends and accretion of Senior Redeemable Preferred Stock discount (Note 9)                                                                                                        |                    |                    |                |     |                           |         |                                     |         |                    |          | (28,796            | ) |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|Balance, January 31, 2000 |                                                                                                                                                                                                                         |                    |                   |                 | 302 |                            | 489,963 |                                      | (21,529 | )                   | (330,219 | )                  |   |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|Net loss                  |                                                                                                                                                                                                                         |                    |                   |                 |    |                            |        |                                      |        |                     | (6,800   | )                  |   | (6,800         | )     
|                          | Foreign currency translation adjustment                                                                                                                                                                                 |                    |                    |                |     |                           |         |                                     |         | (4,373              | )        |                   |   |                | (4,373
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          |                                                                                                                                                                                                                         |                    | Comprehensive loss |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|                          | Issuance of 44,033 shares to directors for services (Note 10)                                                                                                                                                           |                    |                    |                |     | 1                          |         | 187                                  |         |                    |          |                   |   |                |       
|                          | Issuance of 12,008 shares for exercise of employee stock options (Note 10)                                                                                                                                              |                    |                    |                |     |                           |         | 30                                   |         |                    |          |                   |   |                |       
|                          | Senior Redeemable Preferred Stock dividends and accretion of Senior Redeemable Preferred Stock discount (Note 9)                                                                                                        |                    |                    |                |     |                           |         |                                     |         |                    |          | (32,854            | ) |                |       
|                          | Other                                                                                                                                                                                                                   |                    |                    |                |     |                           |         | (53                                  | )       |                    |          |                   |   |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       
|Balance, January 31, 2001 |                                                                                                                                                                                                                         | $                  |                   |                 | 303 |                            | 490,127 |                                      | (25,902 | )                   | (369,873 | )                  |   |                |       
|                          |                                                                                                                                                                                                                         |                    |                    |                 |     |                            |         |                                      |         |                     |          |                    |   |                |       

|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 |   |     |   |         |     |         |        |          |         |   |         |        | $        | (38,705
|                          |                                                                                                                  |   |                    |   |     |   |         |     |         |        |          |         |   |         |        |         
|                          | Issuance of 69,700 shares to directors for services (Note 10)                                                    |   |                    |  |     |  |         | 156 |         |       |          |        |   |         |        |          |       
|                          | Senior Redeemable Preferred Stock dividends and accretion of Senior Redeemable Preferred Stock discount (Note 9) |   |                    |  |     |  |         |    |         |       |          | (37,505 | ) |         |        |          |       
|                          | Other                                                                                                            |   |                    |  |     |  |         |     |         |       |          |        |   |         |        |          |       
|                          |                                                                                                                  |   |                    |   |     |   |         |     |         |        |          |         |   |         |        |         
|Balance, January 31, 2002 |                                                                                                                  | $ |                   |   | 303 |   | 490,283 |     | (31,053 | )      | (440,932 | )       |   |         |        | (420,000 | )      
|                          |                                                                                                                  |   |                    |   |     |   |         |     |         |        |          |         |   |         |        |         

---

See accompanying notes to consolidated financial statements.



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

|                                                             |                                                                                                                                                  | Year ended January 31,                                                   |                                                                         
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ------------------------------------------------------------------------
|
|Cash flows from operating activities:                        |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | Net loss                                                                                                                                         |                                                                          | $                                                                       
|                                                             | Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                                                        |                                                                          |                                                                         
|                                                             |                                                                                                                                                  | Nonoperating 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 of debt issue costs and premium                             |                                                                         
|                                                             |                                                                                                                                                  | Amortization and impairment of intangible assets                         |                                                                         
|                                                             |                                                                                                                                                  | Stock issued for services                                                |                                                                         
|                                                             |                                                                                                                                                  | Deferred income tax expense (benefit)                                    |                                                                         
|                                                             |                                                                                                                                                  | Pension plan gains, net                                                  |                                                                         
|                                                             |                                                                                                                                                  | Asset impairment charge                                                  |                                                                         
|                                                             |                                                                                                                                                  | Adjustment to accrual for resolution of claims with respect to old notes |                                                                         
|                                                             |                                                                                                                                                  | 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                                
|                                                             |                                                                                                                                                  | Other adjustmentsnet                                                    |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Cash flows provided by (used in) investing activities:       |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | Proceeds from sale of assets held for sale, property and equipment and other asset                                                               |                                                                          |                                                                         
|                                                             | Purchases of property, plant and equipment:                                                                                                      |                                                                          |                                                                         
|                                                             |                                                                                                                                                  | By Company and wholly-owned subsidiaries                                 |                                                                         
|                                                             |                                                                                                                                                  | By less than 100% owned subsidiaries                                     |                                                                         
|                                                             | Acquisition of foreign joint ventures and retail stores, net of cash acquired                                                                    |                                                                          |                                                                         
|                                                             | Other                                                                                                                                            |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Cash flows provided by (used in) financing activities:       |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          | Net borrowings (payments) of senior credit facility                     
|                                                             |                                                                                                                                                  |                                                                          | Proceeds from long-term obligationsother                               
|                                                             |                                                                                                                                                  |                                                                          | Payments of long-term obligationsother                                 
|                                                             |                                                                                                                                                  |                                                                          | Proceeds from (payments of) short-term debt-net                         
|                                                             |                                                                                                                                                  |                                                                          | Proceeds from stock offering, net of offering costs                     
|                                                             |                                                                                                                                                  |                                                                          | Other, net                                                              
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Effect of exchange rate changes on cash and cash equivalents |                                                                                                                                                  |                                                                          | (1,400                                                                  
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | Net increase (decrease) in cash and cash equivalents                                                                                             |                                                                          |                                                                         
|Cash and cash equivalents, beginning of year                 |                                                                                                                                                  |                                                                          | 18,760                                                                  
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Cash and cash equivalents, end of year                       |                                                                                                                                                  | $                                                                        | 69,390                                                                  
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Supplemental disclosures of cash flow information:           |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | Cash paid during the year for interest                                                                                                           |                                                                          | $                                                                       
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | Cash paid during the year for income taxes, net                                                                                                  |                                                                          | $                                                                       
|                                                             |                                                                                                                                                  |                                                                          |                                                                         
|Noncash transactions:                                        |                                                                                                                                                  |                                                                          |                                                                         
|                                                             | During the year ended January 31, 2000, accounts receivable were exchanged for equipment from the 50% owned China joint venture totaling $1,906. |                                                                          |                                                                         
|                                                             | Other noncash transactions are described in Notes 6, 9, 10, 11 and 14.                                                                           |                                                                          |                                                                         

See accompanying notes to consolidated financial statements.





SAMSONITE CORPORATION AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        January 31, 2002 and 2001

(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 travel related 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 and other travel-related products through its Company-owned stores. In addition, the Company distributes fashion oriented
clothing and footwear in Europe, Asia and the United States and operates a custom injection molding operation in Canada.

(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 ("GAAP") 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

The
Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

(e)Inventories

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

(f)Investments in Affiliates

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

At
January 31, 2000, the Company had an investment in Chia Tai Samsonite (H.K.) Ltd. ("Chia Tai"), a 50% owned joint venture formed to manufacture and distribute luggage in
China. During fiscal 2001, the Company acquired from its joint venture partner, its 50% interest in Chia Tai. Upon the acquisition, the financial statements of Chia Tai are consolidated with the Company's (see
Note 6).

(g)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

2 to 30 years


(h)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:

Tradenames

20 to 40 yearsLicenses, patents and other

2 to 20 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. Effective February 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). In accordance with SFAS 142, beginning February 1, 2002 all goodwill and
tradenames which are considered to have an indefinite life are no longer amortized; however, such assets will be tested for impairment annually, or more frequently if events or changes in
circumstances indicate that the asset might be impaired.

(i)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.

(j)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 available to common stockholders by the weighted average number of common shares outstanding increased for potentially dilutive common shares outstanding during the period. The dilutive effect of
stock options, warrants, and their equivalents is calculated using the treasury stock method.

Loss
before extraordinary item per common share and net loss per common share for the years ended January 31, 2002, 2001 and 2000 is computed based on a weighted average number of
shares of common stock outstanding during the period of 19,809,121, 19,746,275 and 12,124,412, respectively. Basic earnings per common share and earnings per common share-assuming dilution are the
same for the years ended January 31, 2002, 2001 and 2000 because the net loss from operations causes common stock equivalents to be antidilutive.

There
are options to purchase 2,170,010 shares outstanding at January 31, 2002.

(k)Derivative Financial Instruments

Effective
February 1, 2001, the Company adopted Statement of Financial Standards ("SFAS") No. 133,"Accounting for Derivative Instruments and
Hedging Activities"("SFAS 133"), and its corresponding amendments under SFAS No. 138. 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 cumulative effect of the
adoption of SFAS 133 as of February 1, 2001 on net loss and OCI was not material.

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; consistent with GAAP and the Company's historical treatment, the Company records these instruments at fair market value and recognizes realized and unrealized gains and losses in Other
IncomeExpenseNet. See Note 15.

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, 2002, cash flow hedges for forecasted foreign currency transactions extend until January 2003. 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 $527,000. The amount ultimately reclassified into earnings will be dependent on the
effect of changes in interest rates and currency exchange rates over the next 12 months.

(l)Foreign Exchange Risk and Financial Instruments

The
accounts of the Company's foreign subsidiaries and affiliates are generally 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 of operations and accumulated as a separate component of stockholders' equity. Gains and losses from foreign currency transactions are included in other income (expense). See Note 15.

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, 2002, approximately $10,399,000 of such instruments had been discounted and, by the terms of their maturity dates, were uncollected
by the holders. Any probable bad debt losses for trade receivables or acceptances have been reserved for in the allowance for doubtful accounts.

(m)Accounting for Long-lived Assets

The
Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards No. 121,Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of("SFAS 121"). SFAS 121 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 121 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.

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 $3.3 million. Due to the political unrest and severe economic decline in Argentina, it was
determined that the entire unamortized balance of such goodwill had been permanently impaired.

(n)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 $21,362,000,
$17,693,000 and $16,707,000, for the years ended January 31, 2002, 2001, and 2000, respectively.

(o)Stock Based Compensation

The
Company has adopted Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based Compensation("SFAS 123"). As permitted under this standard, the Company has elected to
follow Accounting Principles Board Opinion No. 25Accounting
for Stock Issued to Employees("APB 25") and related interpretations including FASB Interpretation No. 44,Accounting for Certain Transactions
involving Stock Compensation, an interpretation of APB 25 issued in March 2000, in accounting for its stock options and other stock-based employee awards. Pro forma
information regarding net income and earnings per common share, as calculated under the provisions of SFAS 123, is disclosed in Note 10.

(p)Advertising Expense

External
costs incurred in producing media advertising are expensed in the year incurred. Cooperative advertising costs associated with customer support programs are accrued when the
related revenues are recognized. Advertising expense was approximately $38,800,000, $46,100,000 and $50,200,000, during the years ended January 31, 2002, 2001 and 2000, respectively.

(q)Reclassifications

Certain
reclassifications were made to the consolidated financial statements for prior periods to conform to the January 31, 2002 presentation.

(2) Asset Impairment and Provision for Restructuring Operations



The Company's Board of Directors approved a restructuring plan during the fourth quarter of fiscal 2001 affecting the U.S. Wholesale and Retail operations. The
restructuring includes the consolidation of the Company's Tucson, Arizona manufacturing facility with an existing facility in Nogales, Mexico and the closure of the Denver manufacturing operations and
some of the Company's U.S. retail stores and the streamlining of the Company's U.S. sales and marketing organization. In connection with these activities, during the fourth quarter of fiscal 2001, the
Company recorded a $6.4 million asset impairment to the carrying amount of machinery and equipment which will no longer be used in production at the two manufacturing facilities and the
carrying amount of leasehold improvements, furniture and fixtures at the U.S. retail stores which will be closed. Impairment losses were calculated based on the excess of the carrying amount of the
assets over the assets' estimated fair values less costs to sell. The fair values of the assets were determined based on an estimate of market value prepared by management of the Company.

A
restructuring provision of $1.6 million was recorded in the fourth quarter of fiscal 2001 in connection with the aforementioned restructuring initiatives. The provision relates
to termination and severance costs for the elimination of approximately 22 positions in the Company's U.S. sales and marketing workforce, costs related to the consolidation of its Tucson, Arizona
manufacturing operations into its existing facility in Nogales, Mexico, and lease termination costs for U.S. retail stores which will be closed. The reduction of the U.S. Sales and Marketing workforce
and the consolidation of the Tucson, Arizona operations with those in Nogales, Mexico was completed in the fourth quarter of fiscal 2001. Through January 31, 2002, approximately $1.4 million has been charged against this accrual for restructuring expenses.



The closure of the Denver manufacturing plant was announced and communicated to the affected employees on February 22, 2001. As a result, the Company
recorded a provision for restructuring operations of $3.7 million during the first quarter of fiscal 2002 which primarily related to employee termination costs. Through January 31, 2002,
approximately $3.3 million has been charged against this accrual for such restructuring expenses.

During
the fourth quarter of fiscal 2002, the Company recorded a $5.0 million restructuring provision associated with the restructuring of the European operations which includes
the elimination or downsizing of underutilized hardside suitcase manufacturing facilities and labor forces. The provision relates primarily to termination and severance costs for the elimination of
approximately 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. Softside manufacturing operations in the Company's Szekszard, Hungary plant will be expanded as a result of the restructuring. The Torhout, Belgium manufacturing facility will be sold
subsequent to its closure. Manufacturing in Italy will be closed down and the existing leased facility will continue to be used for sales and distribution operations.

During
the fourth quarter of fiscal 2002, the Company recorded a $2.9 million restructuring provision associated with the fiscal 2002 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 finished 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 $1.9 million asset impairment to the carrying amount of
machinery and equipment which will no longer be used in production at the Nogales manufacturing facility. Impairment losses were calculated based on the excess of the carrying amount of the assets
over the assets' estimated fair values. The fair values of the assets were determined based on internally generated estimates of market value.

(3) Inventories

Inventories consisted of the following:

January 31,2002

2001(In thousands)Raw materials and supplies

$
24,815

38,426Work in process


5,455

5,990Finished goods


118,934

119,931$
149,204

164,347


(4) Property, Plant and Equipment

Property, plant and equipment consisted of the following:

January 31,2002

2001(In thousands)Land

$
10,739

11,564Buildings


68,644

72,406Machinery, equipment and other


132,184

146,470211,567

230,440Less accumulated depreciation and amortization


(98,250
)
(100,638
)$
113,317

129,802


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

January 31,2002

2001(In thousands)Buildings

$
3,805

4,022Machinery, equipment and other


2,807

3,9036,612

7,925Less accumulated amortization


(2,904
)
(3,021
)$
3,708

4,904




(5) Intangible Assets

The following is a summary of intangible assets, net of accumulated amortization:

January 31,2002

2001(In thousands)Tradenames

$
94,565

98,063Licenses, patents and other


5,176

8,752$
99,741

106,815


(6) Purchases of Interest in Joint Venture and Foreign Distributorships

On June 27, 2000, the Company acquired from its joint venture partner, its 50% interest in Chia Tai, a joint venture formed to manufacture and distribute
luggage in China for $500,000. Prior to the acquisition, the Company owned 50% of the joint venture and accounted for it under the equity method. The acquisition was accounted for using the purchase
method of accounting and $700,000 in goodwill was recorded in connection with the purchase. Since the acquisition, the financial statements of Chia Tai have been consolidated with those of the
Company.

In
June 2000, the Company, through its 51% owned Latin American joint venture, acquired an eight-store retail chain in Argentina for $1,680,000, including non-cash and
minority interest consideration of $1,080,000, and recorded goodwill in connection with the purchase of $1,527,000.

(7) Short-term Debt

As of January 31, 2002 and 2001, the Company had $12,466,000 and $12,191,000, respectively, of short-term debt outstanding under foreign lines
of credit. As of January 31, 2002, the weighted average interest rate on foreign short-term borrowings was 11.2%. The European subsidiaries had unused available borrowings on
foreign lines of credit and other foreign borrowing arrangements totaling approximately $56.7 million as of January 31, 2002, which are generally restricted for working capital purposes;
however, the terms of the Company's senior credit facility and senior subordinated notes limit additional amounts which could be borrowed under such credit facilities. Other foreign subsidiaries had
approximately $0.9 million available under bank credit lines at January 31, 2002.

(8) Long-term Obligations

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

January 31,2002

2001(In thousands)Senior Credit Facility(a)Revolving Credit Facility

$
61,264

7,336Term Loan Facility


78,267

80,568Senior Subordinated Notes(b)


322,861

330,450Other obligations(c)


8,298

4,847Capital lease obligations(d)


1,151

2,425Series B Notes(e)


532

532472,373

426,158Less current installments


(2,727
)
(3,110
)$
469,646

423,048


(a)Senior Credit Facility

On
June 24, 1998, the Company entered into a senior credit facility (the "Senior Credit Facility"). As amended, the Senior Credit Facility provides for a $70 million credit
facility (the "Revolving Credit Facility"), a term loan facility in the amount of $60 million (the "U.S. Term Loan Facility") which was borrowed by Samsonite Corporation, and a term loan
facility in the aggregate principal amount of Belgian francs 1,853,750,000, (equivalent to $50 million on the closing date of the facility) (the "European Term Loan Facility"), which was
borrowed by Samsonite Europe N.V. The Revolving Credit Facility and the European Term Loan Facility mature on June 24, 2003. The U.S. Term Loan Facility requires principal repayments in each of
the first five years of 1.0% of the original principal balance and principal repayments in each of the sixth and seventh years of 47.5% of the original principal balance with the seventh payment due
June 24, 2005. Borrowings under the Senior 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. In addition, the Company is required to pay a commitment fee of .50% to .625% (depending on the Company's financial performance) on the unused
portion of the Revolving Credit Facility. As of January 31, 2002, the Company had $4.8 million in letters of credit outstanding under the Senior Credit Facility.

The
obligations under the Senior Credit Facility are secured by (i) property of Samsonite Corporation consisting of inventory, accounts receivable, personal property, selected
real estate in Denver, Colorado, intellectual property and other intangibles and (ii) the pledge of stock or other ownership interest owned by Samsonite Corporation and its direct and indirect
subsidiaries, as follows: 100% of the capital stock or other ownership interest in Samsonite Company Stores, Inc., C.V. Holdings, Inc., SC Denmark ApS, Samsonite Europe N.V. and McGregor
II, LLC; 66% of the voting interest in SC International Holdings C.V.; and 66% of the voting stock in Samsonite Canada, Inc. and Samsonite Latinoamerica, S.A. de C.V.

The
Senior Credit Facility contains financial covenants which require the Company to maintain certain debt to earnings and interest coverage ratios and limitations on capital
expenditures. The Senior Credit Facility also contains covenants that, among other things, limit the ability of the Company (subject to negotiated exceptions) to incur additional liens, incur
additional indebtedness, make certain kinds of investments, prepay or purchase subordinate indebtedness and preferred stock, make distributions and dividend payments to its stockholders, engage in
affiliate transactions, make certain asset dispositions, make acquisitions, and participate in certain mergers. For the period ended January 31, 2002, the Company obtained a waiver of
non-compliance of the financial covenants from its lenders under the Senior Credit Facility.

At
January 31, 2002, the Company had an outstanding variable to fixed interest rate swap agreement with a notional amount of 34.7 million euros (equivalent to U.S.
$30.9 million at January 31, 2002), a fixed pay rate of 5.01%, and a receive rate based on Euribor of 3.36%. The swap agreement dated May 17, 2000 has a three-year
term. The rate the Company receives reprices every three months. At January 31, 2002, the Company also had an outstanding variable to fixed rate swap agreement with a notional amount of
$25.0 million, a fixed pay rate of 6.06% and a receive rate based on Libor of 1.90%. The swap agreement dated December 13, 2000 expires December 13, 2002. The rate the Company
receives reprices every three months.

(b)Senior Subordinated Notes

On
June 24, 1998, the Company issued and sold $350,000,000 principal amount of 103/4% Senior Subordinated Notes due 2008 (the "103/4% Notes").

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 each of the fiscal years 2002, 2001and 2000, the Company purchased in the open market and retired $7.6 million, $7.6 million and
$12.0 million, respectively, 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 by the Company was recorded as a gain, net of deferred financing costs, and classified as an extraordinary item in the accompanying consolidated statement of operations for the years
ended January 31, 2002, 2001 and 2000.

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.





(8) Long-term Obligations (Continued)

(c)Other Obligations

As
of January 31, 2002, 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 noncancelable capital leases, which relate primarily to property and equipment, and noncancelable operating leases, primarily for retail floor space rental,
at January 31, 2002 were as follows:

Capital
leases

Operating
leases(In thousands)Year ending January 31:2003

$
354

17,4662004


409

12,8542005


118

9,1752006


118

5,2942007


118

3,354Thereafter


351

2,239Total minimum lease payments


1,468

50,382Less amount representing interest


(317
)Present value of net minimum capital lease payments


1,151Less current installments of minimum capital lease payments


(261
)Long-term obligations under capital leases, excluding current installments

$
890


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

Year ended January 31,2002

2001

2000(In thousands)Minimum rentals

$
19,798

20,940

22,614Contingent rentals


731

1,033

1,281$
20,529

21,973

23,895




Aggregate
maturities of long-term obligations at January 31, 2002 were as follows (in thousands):

Year ending January 31:2003

$
2,4662004


107,1612005


25,6332006


12,5252007


576Thereafter


322,861471,222Obligations under capital leases


1,151Total

$
472,373


(e)Series B Notes

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

(9) Senior Redeemable Preferred Stock

On June 24, 1998, the Company issued and sold 175,000 units consisting of $175,000,000 aggregate liquidation preference of its 137/8% Senior
Redeemable Exchangeable Preferred Stock, liquidation preference $1,000 per share (the "Senior Redeemable Preferred Stock") and warrants to acquire an aggregate of 1,959,000 shares of the Company's
common stock at an exercise price of $13.02 per share, subject to antidilution adjustments.

The
Senior Redeemable Preferred Stock is recorded at its liquidation preference discounted for unaccreted issuance costs and the value assigned to the warrants. The preferred stock
discount is being accreted by charging accumulated deficit over the twelve-year term of the Senior Redeemable Preferred Stock.

Holders
of the Senior Redeemable Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Company out of funds legally available therefore,
dividends on the Senior Redeemable Preferred Stock at a rate per annum of 137/8% of the liquidation preference per share of Senior Redeemable Preferred Stock, payable quarterly in
arrears on each March 15, June 15, September 15 and December 15 commencing September 15, 1998. All dividends are cumulative, whether or not earned or declared, on a
daily basis from June 24, 1998 and compound on a quarterly basis. Dividends may be paid, at the Company's option, on any dividend payment date occurring on or prior to June 15, 2003,
either in cash or by the issuance of additional shares of Senior Redeemable Preferred Stock with a liquidation preference equal to the amount of such dividends; thereafter, dividends are payable in
cash. Dividends on the Senior Redeemable Preferred Stock are accrued monthly to the liquidation preference amount by charges to accumulated deficit for dividends expected to be paid by issuing
additional shares of Senior Redeemable Preferred Stock. The dividend rate on the Senior Redeemable Preferred Stock is subject to increase by 2% upon the occurrence of certain events including the failure to pay dividends after June 15, 2003 and failure to comply with certain covenants and conditions. The Company's Senior Credit Facility and the indenture
under its Notes, contain limitations on the Company's ability to pay cash dividends on the Senior Redeemable Preferred Stock.

The
Company is required to redeem all of the Senior Redeemable Preferred Stock outstanding on June 15, 2010, at a redemption price equal to 100% of the liquidation preference
thereof, plus, without duplication, all accumulated and unpaid dividends to the redemption date. The Senior Redeemable Preferred Stock is redeemable at the option of the Company in whole or in part,
at any time and from time to time on or after June 15, 2001, at redemption prices ranging from 110% of the liquidation preference to 100% of the liquidation preference depending on the
redemption date.

The
Senior Redeemable Preferred Stock is exchangeable at the option of the Company at any time for junior subordinated debentures of the Company or, at the option of the Company,
debentures of a holding company of the Company (in either case, the "Exchange Debentures"), with an interest rate equal to the dividend rate on the Senior Redeemable Preferred Stock, which is payable
in cash or in additional Exchange Debentures at the option of the issuer thereof until the fifth anniversary of the issuance of the Senior Redeemable Preferred Stock and in cash thereafter. The Senior
Redeemable Preferred Stock and the Exchange Debentures, if issued, are redeemable at the option of the holders thereof upon a change of control of the Company at a redemption price of 101% of
liquidation preference or principal amount, as the case may be, plus all accumulated and unpaid dividends or interest thereon, as the case may be, to the redemption date. The Senior Redeemable
Preferred Stock contains, and the Exchange Debentures, if issued, will contain, certain covenants that, among other things, limit the Company's ability to incur additional indebtedness, pay dividends
and make certain other distributions, enter into transactions with affiliates or merge or consolidate.

(10) Employee Stock Options and Awards

At January 31, 2002, the Company has outstanding options under its fiscal years 1995 and 1999 Stock Option and Incentive Award Plan. As described in
note 1(o), the Company applies APB 25 and the related interpretation in accounting for stock options and awards. Through January 31, 2002, all options have been granted at exercise
prices equal to or above fair market value at the date of grant and under terms whereby the exercise price and number of options granted was fixed at the date of grant. Accordingly, no compensation
cost has been recognized for stock options granted during the years ended January 31, 2002, 2001 and 2000. Compensation cost was recognized during the year ended January 31, 2000 under
APB 25 for the adjustment of the option prices on certain options outstanding at the time of a recapitalization completed in fiscal 1999.

Had
the Company determined compensation cost for the stock options pursuant to the fair value based accounting method consistent with the provisions of SFAS 123, pro forma net
loss per common share would have been as follows:

Year ended January 31,2002

2001

2000Net loss to common stockholders:As reported

$
(71,059
)
(39,654
)
(30,638
)Pro forma

$
(69,275
)
(41,251
)
(31,003
)Net loss to common stockholders per sharebasic and assuming dilution:As reported

$
(3.59
)
(2.01
)
(2.53
)Pro forma

$
(3.50
)
(2.09
)
(2.56
)


Due
to a change in the expected forfeiture rate of stock options, the Company reflected a credit in its pro forma compensation expense using the fair value method under SFAS 123
for the year ended January 31, 2002.

The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in the three years ended
January 31, 2002: no dividend yield for any year; expected volatility of 44% for fiscal year 2002, 42% for fiscal year 2001 and 40% for fiscal year 2000; weighted-average risk-free
interest rate of 4.3% for fiscal year 2002, 4.8% for fiscal year 2001 and 6.3% for fiscal year 2000; and weighted average expected lives of 4.3 years for fiscal years 2002, 2001 and 2000.



In fiscal 1996, the Company adopted the Samsonite Corporation 1996 Directors' Stock Plan (the "Plan") and reserved 200,000 shares of its common stock for issuance
under the Plan. Under the 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, 2002,
159,155, shares of common stock had been issued under the
Plan. The Plan was to expire as of January 31, 2001. At the Company's fiscal 2002 annual shareholder meeting, the shareholders ratified earlier action taken by the Board of Directors extending
the Plan indefinitely and increasing the number of shares reserved for issuance under the Plan from 200,000 to 400,000.



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, 2002, all awards under the 1995 Plan were nonqualified
stock options.

On
July 15, 1998, the Board of Directors of the Company adopted the FY 1999 Stock Option and Incentive Award Plan (the "1999 Plan"), which was approved by the Company's
stockholders on August 28, 1998. The 1999 Plan has 750,000 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, 2002, all awards under the 1999 Plan were
nonqualified stock options.



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 |  | $                     
|                                                               |  |                       

During
February 2002, an additional 188,363 options expired unexercised.

The
following table summarizes information about stock options outstanding at January 31, 2002:

|                |  | Options Outstanding |  | Options Exercisable
|--------------- |  | ------------------- |  | -------------------
|
|$2.50 to $6.25  |  | 1,550,664           |  | 6.8 years          
|$6.26 to $10.00 |  | 619,346             |  | 4.8 years          



(11) Income Taxes

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

Current

Deferred

Total(In thousands)Year ended January 31, 2002:U.S. federal

$




Foreign


8,190

(1,304
)
6,886U.S. state and local






$
8,190

(1,304
)
6,886Year ended January 31, 2001:U.S. federal

$




Foreign


12,231

119

12,350U.S. state and local






$
12,231

119

12,350Year ended January 31, 2000:U.S. federal

$




Foreign


12,603

(27
)
12,576U.S. state and local






$
12,603

(27
)
12,576


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

Year ended January 31,2002

2001

2000(In thousands)United States

$
(39,892
)
(26,373
)
(20,060
)Other countries


11,986

32,920

31,316Total

$
(27,906
)
6,547

11,256




Income
tax expense (benefit) attributable to income (loss) from operations differed from the amounts computed by applying the U.S. federal income tax rate of 35% for fiscal 2002, 2001
and 2000 as a result of the following:

Year ended January 31,2002

2001

2000(In thousands)Computed "expected" tax expense (benefit)

$
(9,767
)
2,292

3,940Increase (decrease) in taxes resulting from:Net impact of U.S. operating losses which do not provide benefit


13,594

9,230

7,021Tax rate differential on foreign earnings


3,059

828

1,615Income tax expense

$
6,886

12,350

12,576


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

January 31,2002

2001(In thousands)Deferred tax assets:Accounts receivable valuation allowances

$
3,463

3,104Inventory costs capitalized for tax purposes


1,121

1,325Other accruals and reserves accrued for financial reporting purposes


14,593

18,073Post-retirement benefits accrued for financial reporting purposes


7,375

6,917Foreign tax credit carryforwards


3,016

4,671Net operating loss and minimum tax carryforwards


111,389

95,013Total gross deferred tax assets


140,957

129,103Less valuation allowance


(97,721
)
(82,550
)Deferred tax assets, net of valuation allowance


43,236

46,553Deferred tax liabilities:Plant, equipment and intangibles, due to differences as a result of fresh start


36,273

39,242Plant and equipment, due to differences in depreciation methods


8,802

6,479Other accruals and reserves


7,436

12,488Total gross deferred tax liabilities


52,511

58,209Net deferred tax liability

$
(9,275
)
(11,656
)




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

January 31,2002

2001(In thousands)Net current deferred tax asset:U.S. federal

$


Foreign


3,296

3,541U.S. state and local




3,296

3,541Net non-current deferred tax liability:U.S. federal




Foreign


12,571

15,197U.S. state and local




12,571

15,197Net deferred tax asset (liability)

$
(9,275
)
(11,656
)


The
valuation allowance for deferred tax assets was increased from $82.5 million at January 31, 2001 to $97.7 million at January 31, 2002. The net change of
$15.2 million was primarily the result of increases in federal, state and certain foreign net operating loss carryforwards. 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 2002 and 2001 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.

At
January 31, 2002, the Company has net operating loss carryforwards of approximately $267 million for federal income tax purposes, expiring at various dates through 2022.
In 2000, 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 subject to an
annual limitation of approximately $9.2 million per year, as adjusted for unused yearly limitations.

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 $93.9 million and
$92.2 million as of January 31, 2002 and 2001, respectively.

The
Internal Revenue Service is currently reviewing the Company's fiscal 1999 and 2000 federal income tax returns.

(12) Pension and Other Employee Benefits

The Company and certain subsidiaries have pension plans which provide retirement benefits for eligible employees, generally measured by length of service,
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        |                                          | $ | 197,834                  |        
|                             | Service cost                                   |                                          |   | 1,472                    |        
|                             | Interest cost                                  |                                          |   | 13,933                   |        
|                             | Plan participants' contributions               |                                          |   |                         |        
|                             | Amendments                                     |                                          |   |                         |        
|                             | Actuarial (gain)/loss                          |                                          |   | 7,304                    |        
|                             | Benefits paid                                  |                                          |   | (16,767                  | )      
|                             | Curtailments                                   |                                          |   | (1,575                   | )      
|                             | Special termination benefits                   |                                          |   | 1,155                    |        
|                             | Translation adjustment                         |                                          |   | (884                     | )      
|                             |                                                |                                          |   |                          |        
|                             |                                                | Benefit obligations at end of year       |   |                          | 202,472
|                             |                                                |                                          |   |                          |        
|Change in Plan Assets        |                                                |                                          |   |                          |        
|                             | Fair value of plan assets at beginning of year |                                          |   | 225,972                  |        
|                             | Actual return on plan assets                   |                                          |   | (14,189                  | )      
|                             | Acquisition                                    |                                          |   | 2                        |        
|                             | Employer contribution                          |                                          |   | 2,738                    |        
|                             | Plan participants' contributions               |                                          |   |                         |        
|                             | Translation adjustment                         |                                          |   | (610                     | )      
|                             | Benefits paid                                  |                                          |   | (16,767                  | )      
|                             |                                                |                                          |   |                          |        
|                             |                                                | Fair value of plan assets at end of year |   |                          | 197,146
|                             |                                                |                                          |   |                          |        
|                             | Funded status                                  |                                          |   | (5,326                   | )      
|                             | Unrecognized net obligation gain               |                                          |   | 121                      |        
|                             | Unrecognized net actuarial gain                |                                          |   | (5,211                   | )      
|                             | Unrecognized prior service cost                |                                          |   | 2,317                    |        
|                             |                                                |                                          |   |                          |        
|                             |                                                | Accrued benefit cost                     |   | $                        | (8,099 
|                             |                                                |                                          |   |                          |        
|Weighted Average Assumptions |                                                |                                          |   |                          |        
|                             | Discount rate                                  |                                          |   | 7.00                     | %      
|                             | Expected return on plan assets                 |                                          |   | 8.25                     | %      
|                             | Rate of compensation increase                  |                                          |   | 3.50                     | %      



For
post-retirement benefit measurement purposes, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed for fiscal 2002. The rate
was assumed to decrease gradually to 5.0% for fiscal 2007 and remain at that level thereafter.

Pension Benefits

Post Retirement BenefitsFiscal Year Ended January 31,2002

2001

2002

2001(In thousands)Components of Net Periodic Benefit CostsService cost

$
1,472

1,822

630

476Interest cost


13,933

13,889

1,008

937Expected return on plan assets


(18,652
)
(18,124
)


Amortization of prior service cost


301

388

(270
)
Recognized net actuarial gain


(1,734
)
(4,764
)
(188
)
(318
)Recognized curtailment loss






(59
)
Total net periodic benefit cost (income)

$
(4,680
)
(6,789
)
1,121

1,095


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 Decrease(In thousands)Effect on total of service and interest cost components

$
212

(171
)Effect on post-retirement benefit obligation

$
1,351

(1,126
)


For
pension plans with accumulated obligations in excess of plan assets, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $3,702,000,
$4,303,000 and $1,198,000, respectively, as of January 31, 2002 and $40,973,000, $40,518,000 and $30,862,000, respectively, as of January 31, 2001. The reduction in these amounts from
January 31, 2001 to January 31, 2002 was caused by the merger of two plans with accumulated benefits in excess of plan assets with a plan having assets greater than accumulated benefit
obligations.

Plan
assets are primarily invested in equity securities and fixed income instruments.

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 continuing operations of these plans was $599,000, $726,000 and $783,000 for the years ended January 31, 2002, 2001 and 2000, 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, 2002 approximates $219.5 million based on interdealer
transactions which were priced at approximately $68.00 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 (see note 1(l)) is estimated by reference to market quotations received from banks. At
January 31, 2002 and 2001, the contract value of foreign currency forward delivery agreements outstanding was approximately $42,037,000 and $51,561,000, respectively. The settlement value of
these instruments at that date was approximately $41,462,000 and $50,516,000, 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 affect on its consolidated financial position, results of operations or liquidity.



The Company's 1993 reorganization plan provided for payment in full of 100% of the allowed claim of the holders of certain old notes ("Old Notes") of the
Company's predecessor, including approximately $16.4 million of interest on overdue installments of interest accruing prior to the commencement of the Company's bankruptcy case. Various parties have challenged the allowability of the claim on the basis that interest on overdue installments of interest is not permitted under
applicable non-bankruptcy law. The Company provided for this contingent liability in its consolidated financial statements when it emerged from bankruptcy in the amount of
$16.4 million.

Prior
to fiscal 1998, the Company settled certain of the claims on a favorable basis to the Company. However, as a result of a change in New York law in fiscal 1998, which adversely
affected the Company's ability to favorably settle the remaining claims, the Company entered into an agreement to settle the remaining claims. The agreement was approved by the Bankruptcy Court in
November 1999. In March 2000, the Company completed the distribution of funds under the settlement. Because funds distributed to settle the claims were less than the amount accrued at
January 31, 2000, the Company recorded $3.5 million of other income during fiscal 2000.



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 100 employees are unionized under a contract renewed every
three years.

(15) Other Income (Expense), Net

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

Year ended January 31,2002

2001

2000(In thousands)Net gain from foreign currency forward delivery contracts

$
2,405

5,938

5,663Gain (loss) on disposition of assets held for sale and fixed assets, net


633

(188
)
(432
)Equity in income (loss) of unconsolidated affiliate (See Note 6)




51

(729
)Adjustment to accrual for resolution of claims with respect to old notes (see Note 14)






3,500Bank loan amendment fees and expenses


(1,849
)
(744
)
(994
)Other, net


(2,200
)
(820
)
(3,337
)$
(1,011
)
4,237

3,671




(16) Quarterly Financial Information (Unaudited)

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

|                                                                                |                                | Three months ended |        
|------------------------------------------------------------------------------- | ------------------------------ | ------------------ | -------
|
|
|Net sales                                                                       |                                | $                  | 192,090
|                                                                                |                                |                    |        
|Gross profit                                                                    |                                | $                  | 76,893 
|                                                                                |                                |                    |        
|Operating income                                                                |                                | $                  | 8,134  
|                                                                                |                                |                    |        
|Income (loss) before extraordinary item                                         |                                | $                  | (6,017 
|                                                                                |                                |                    |        
|Net income (loss)                                                               |                                | $                  | (4,973 
|                                                                                |                                |                    |        
|Net loss to common stockholders                                                 |                                | $                  | (13,888
|                                                                                |                                |                    |        
|Loss per share attributable to common stockholdersbasic and assuming dilution: |                                |                    |        
|                                                                                | Loss before extraordinary item |                    | $      
|                                                                                |                                |                    |        
|                                                                                | Net loss                       |                    | $      
|                                                                                |                                |                    |        

|                                                                                |                                | Three months ended |        
|------------------------------------------------------------------------------- | ------------------------------ | ------------------ | -------
|
|
|Net sales                                                                       |                                | $                  | 192,434
|                                                                                |                                |                    |        
|Gross profit                                                                    |                                | $                  | 79,879 
|                                                                                |                                |                    |        
|Operating income                                                                |                                | $                  | 12,149 
|                                                                                |                                |                    |        
|Income (loss) before extraordinary item                                         |                                | $                  | (2,268 
|                                                                                |                                |                    |        
|Net income (loss)                                                               |                                | $                  | (2,268 
|                                                                                |                                |                    |        
|Net loss to common stockholders                                                 |                                | $                  | (10,079
|                                                                                |                                |                    |        
|Loss per share attributable to common stockholdersbasic and assuming dilution: |                                |                    |        
|                                                                                | Loss before extraordinary item |                    | $      
|                                                                                |                                |                    |        
|                                                                                | Net loss                       |                    | $      
|                                                                                |                                |                    |        

(17) Information Concerning Business Segments

The Company's continuing operations consist of the manufacture and distribution of luggage and other travel-related products, licensing of the Company's brand
names, and the design and sale 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: The Americas, which include the United States comprised of wholesale and retail operations, and
"Other Americas" which include Canada and Latin America; Europe; Asia, which includes India, China, Singapore, South Korea, Taiwan and Hong Kong; and Other which primarily includes licensing revenues
from non-luggage brand names owned by the Company, royalties from the Japanese luggage licensee 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, 2002 presentation.

Segment
information for the years ended January 31, 2002, 2001 and 2000 is as follows:

|                                                               |  | Europe |         | U.S. Wholesale |         | U.S. Retail |         | Other Americas |        | Asia |        | Other Operations |         | Eliminations |          | Totals
|-------------------------------------------------------------- |  | ------ | ------- | -------------- | ------- | ----------- | ------- | -------------- | ------ | ---- | ------ | ---------------- | ------- | ------------ | -------- | ------
|
|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      |       
|2001                                                           |  |        |         |                |         |             |         |                |        |      |        |                  |         |              |          |       
|Revenues from external customers                               |  | $      | 313,386 |                | 210,338 |             | 131,274 |                | 58,537 |      | 53,055 |                  | 17,308  |              |         |       
|Intersegment revenues                                          |  | $      | 4,764   |                | 51,583  |             |        |                | 364    |      | 2,672  |                  |        |              | (59,383  | )     
|Operating income (loss)(a)(b)                                  |  | $      | 43,767  |                | (9,755  | )           | 3,196   |                | 3,508  |      | 7,835  |                  | 2,322   |              | (71      | )     
|Total assets                                                   |  | $      | 196,829 |                | 126,655 |             | 27,572  |                | 50,749 |      | 29,391 |                  | 273,456 |              | (159,848 | )     
|Capital expenditures                                           |  | $      | 11,550  |                | 3,573   |             | 1,252   |                | 1,489  |      | 1,016  |                  |        |              |         |       
|Depreciation and amortization                                  |  | $      | 8,247   |                | 5,911   |             | 2,562   |                | 1,547  |      | 1,466  |                  | 5,619   |              | 173      |       
|2000                                                           |  |        |         |                |         |             |         |                |        |      |        |                  |         |              |          |       
|Revenues from external customers                               |  | $      | 323,178 |                | 212,404 |             | 132,499 |                | 48,635 |      | 35,427 |                  | 15,542  |              |         |       
|Intersegment revenues                                          |  | $      | 3,907   |                | 56,924  |             |        |                | 447    |      | 1,348  |                  |        |              | (62,626  | )     
|Operating income (loss)(a)                                     |  | $      | 48,448  |                | 3,405   |             | 5,419   |                | 2,238  |      | 5,020  |                  | (5,475  | )            | (1,199   | )     
|Total assets                                                   |  | $      | 182,763 |                | 167,269 |             | 31,192  |                | 47,549 |      | 20,447 |                  | 212,463 |              | (101,103 | )     
|Capital expenditures                                           |  | $      | 9,865   |                | 6,399   |             | 1,923   |                | 2,455  |      | 944    |                  | 2,025   |              |         |       
|Depreciation and amortization                                  |  | $      | 8,754   |                | 6,885   |             | 2,402   |                | 1,248  |      | 1,757  |                  | 6,560   |              | 18       |       

---





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

January 31,2002

2001(In thousands)United States

$
40,710

51,526Belgium


36,485

39,957Other Europe


18,021

18,626Other


18,101

19,693$
113,317

129,802


(18) Stock Sales

On November 5, 1999, the Company completed a rights offering to its stockholders, under which the Company distributed, on a pro rata basis to all of its
common stockholders of record as of September 30, 1999, transferable rights to purchase additional shares of common stock at $6.00 per share.

The
Company announced the rights offering for up to $75 million on April 7, 1999. Prior to April 7, 1999, Apollo Investment L.P. ("Apollo") beneficially owned
approximately 34% of the Company's outstanding common stock, of which approximately one-half was held by Lion Advisors, L.P., an affiliate of Apollo, in a managed account under the terms
of an investment management agreement with Artemis America Partnership ("Artemis"). At that time, Apollo agreed to make a bridge investment equal to the aggregate subscription price of rights
distributable to them in the rights offering and to "backstop" the rights offering by purchasing a portion of the shares not subscribed for by other stockholders, up to a maximum potential total
investment in connection with the rights offering of $37.5 million. Apollo made its bridge investment in April 1999 of $25.4 million by purchasing 1,000 shares of Series Z
Convertible Preferred Stock ("Series Z Preferred Stock") which was convertible into common stock at the rate of $6.00 per common share for a total of 4,235,000 shares. Part of the proceeds from the
bridge investment was used to pay the cash premium for an insurance policy covering various lawsuits filed between March 13, 1998 and March 9, 1999 against the Company, related parties
and former directors, and to pay certain costs incurred to defend these lawsuits. In consideration of Apollo's agreement to make a bridge investment and to back-stop the rights offering,
the Company agreed to pay Apollo a fee of $1.0 million.

On
July 13, 1999, Apollo raised the amount of its back-stop commitment by $12.5 million, increasing Apollo's maximum potential investment to
$50.0 million, and, in a separate agreement, Artemis agreed to make up to an additional $25.0 million investment in the Company by purchasing from Apollo, at Apollo's cost,
one-half of the shares that Apollo purchased in its bridge investment and one-half of any shares that Apollo was obligated to purchase under its back-stop
commitment.

As
a result of the rights offering, shareholders other than Apollo and Artemis exercised rights to purchase 846,858 shares of Samsonite's common stock for an aggregate of
$5.1 million. Additionally, Apollo and Artemis made an investment totaling $24.6 million under the back-stop obligation by purchasing an additional aggregate of approximately
968 shares of Series Z Preferred Stock which was convertible into the Company's common stock at a rate of $6.00 per common share for a total of 4,098,333 shares. Total gross proceeds from the
rights offering, including proceeds from the bridge investment and back-stop arrangement and from the shareholders other than Apollo and Artemis, were $55.1 million before expenses
of the offering.

During
fiscal 2000, all of the shares of Series Z Preferred Stock were converted into a total of 8,333,333 shares of common stock.



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

|Column A                            |  | Column B |       | Column C |       | Column D |    | Column E |        | Column F
|----------------------------------- |  | -------- | ----- | -------- | ----- | -------- | -- | -------- | ------ | --------
|
|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 | )       
|                                    |  |          |       |          |       |          |    |          |        |         
|Year Ended January 31, 2001         |  |          |       |          |       |          |    |          |        |         
|Allowance for Trade Receivables     |  | $        | 5,489 |          | 2,069 |          | 38 |          | (1,509 | )       
|Allowance for Long-Term Receivables |  |          | 521   |          |      |          |   |          |       |         
|                                    |  |          |       |          |       |          |    |          |        |         
|Total                               |  | $        | 6,010 |          | 2,069 |          | 38 |          | (1,509 | )       
|                                    |  |          |       |          |       |          |    |          |        |         
|Year Ended January 31, 2000         |  |          |       |          |       |          |    |          |        |         
|Allowance for Trade Receivables     |  | $        | 7,065 |          | 2,031 |          |   |          | (3,607 | )       
|Allowance for Long-Term Receivables |  |          | 521   |          |      |          |   |          |       |         
|                                    |  |          |       |          |       |          |    |          |        |         
|Total                               |  | $        | 7,586 |          | 2,031 |          |   |          | (3,607 | )       
|                                    |  |          |       |          |       |          |    |          |        |         

Notes:





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.(8)                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2     |  | Certificate of Designation of the Powers, Preferences and Relative, Participating, Option and other Special Rights of 137/8% Senior Redeemable Exchangeable Preferred Stock and Qualifications, Limitations and Restrictions
thereof.(9)                                                                                                                                                                                                                                                                                                               
|4.3     |  | Certificate of Correction to the Certificate of Designation of the Powers, Preferences and Relative, Participating, Option and other Special Rights of 137/8% Senior Redeemable Exchangeable Preferred Stock and Qualifications,
Limitations and Restrictions thereof.(9)                                                                                                                                                                                                                                                                              
|4.4     |  | Indenture, in respect of the 137/8% Junior Subordinated Debentures due 2010 of the Company, dated as of June 24, 1998, between the Company and United States Trust Company of New York.(9)                                                                                                                                                                                                                                                                                                                                                             
|4.5     |  | Form of Indenture, in respect of the 137/8% Senior Debentures due 2010 of Holdings, to be dated as of the Exchange Date, between Samsonite Holdings Inc. and United States Trust Company of New York.(9)                                                                                                                                                                                                                                                                                                                                               
|4.6     |  | Description of the Company's common stock, par value $.01 per share, and the associated preferred stock purchase rights.(12)                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.1    |  | Seconded Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement dated as of June 24, 1998, between the Company, Samsonite Europe N.V. and Bank of America National Trust and Savings Association, BankBoston, N.A., and various other
lending institutions, Bank of America National Trust and Savings Association, as Administrative Agent, BankBoston, N.A. as Syndication Agent, Canadian Imperial Bank of Commerce, as Documentation Agent and BankAmerica Robertson Stephens and BancBoston
Securities Inc., as Arrangers.(8)
|10.2    |  | First Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of October 1, 1998 between the Company, Samsonite Europe N.V. and various other lending institutions.(11)                                                                                                                                                                                                                                                                                                                              
|10.3    |  | Second Amendment and Waiver to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of January 29, 1999 between the Company, Samsonite Europe N.V., and various other lending institutions.(14)                                                                                                                                                                                                                                                                                                                
|10.4    |  | Third Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of March 19, 1999, between the Company, Samsonite Europe N.V., Bank of America National Trust and Savings Association, BankBoston, N.A.
and various other lending institutions.(15)                                                                                                                                                                                                                                                    
|10.5    |  | Fourth Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated November 5, 1999, between the Company, Samsonite Europe N.V., Bank of America N.A., BankBoston, N.A. and various other lending
institutions.(18)                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|10.6  |  | Fifth Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of June 29, 2000, between the Company, Samsonite Europe N.V., Bank of America N.A., Fleet National Bank and various other lending
institutions.(20)               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Sixth Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of January 31, 2001, between the Company, Samsonite Europe N.V., Bank of America N.A., Fleet National Bank and various other lending
institutions.(24)            
|10.8  |  | Seventh Amendment to Second Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of January 31, 2002, between the Company, Samsonite Europe N.V., Bank of America N.A., Fleet National Bank and various other lending
institutions.              
|10.9  |  | Investment Agreement between Samsonite Corporation and Apollo Investment Fund, L.P., dated as of April 7, 1999.(15)                                                                                                                                                               
|10.10 |  | Certificate of the Designations, Powers, Preferences and rights of Series Z Convertible Preferred Stock of Samsonite Corporation.(15)                                                                                                                                             
|10.11 |  | Registration Rights Agreement, dated as of April 7, 1999, between Samsonite and Apollo Investment Fund, L.P.(15)                                                                                                                                                                  
|10.12 |  | Letter Agreement dated July 13, 1999 between Apollo Investment Fund, L.P. and Artemis America Partnership.(16)                                                                                                                                                                    
|10.13 |  | Stockholders Agreement dated as of July 13, 1999 by and among Samsonite Corporation, Apollo Investment Fund, L.P. and Artemis America Partnership.(16)                                                                                                                            
|10.14 |  | 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.(19)                                                                                                               
|10.15 |  | Stock Option Agreement, dated as of October 23, 2000, between the Company and L.C. Ross.(21)                                                                                                                                                                                      
|10.16 |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Luc Van Nevel.(10)                                                                                                                                                                          
|10.17 |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Thomas R. Sandler.(10)                                                                                                                                                                      
|10.18 |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Karlheinz Tretter.(10)                                                                                                                                                                      
|10.19 |  | Nonqualified Stock Option Agreement dated as of July 15, 1998 between the Company and Richard H. Wiley.(10)                                                                                                                                                                       
|10.20 |  | 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)
|10.21 |  | Samsonite Corporation 1995 Stock Option and Incentive Award Plan (as Amended in 1996).(6)                                                                                                                                                                                         
|10.22 |  | Samsonite Corporation 1995 Stock Option and Award Plan, Second Amendment.(5)                                                                                                                                                                                                      
|10.23 |  | Form of Stock Option Agreement for Awards under the 1995 Stock Option and Incentive Award Plan (as Amended in 1996).(4)                                                                                                                                                           
|10.24 |  | Samsonite Corporation Directors Stock Plan as amended.(22)                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                   

|10.25 |  | Stock Option Agreement, dated as of October 29, 1996, between the Company and Thomas R. Sandler.(7)                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26 |  | Stock Option Agreement, dated as of October 29, 1996, between the Company and Karlheinz Tretter.(7)                                                                                                                                                                                                                                                                                                                                                    
|10.27 |  | Rights Agreement, dated as of May 12, 1998, between the Company and BankBoston, N.A. as Rights Agent, including the Form of Certificate of Designation, Preferences and Rights setting forth the terms of the Series B Junior Participating Preferred
Stock, par value $0.01 per share, as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series B Junior Participating Preferred Stock as Exhibit C.(12)
|10.28 |  | First Amendment, dated as of April 7, 1999, to Rights Agreement, dated as of May 12, 1998, between Samsonite and BankBoston, N.A., as Rights Agent.(15)                                                                                                                                                                                                                                                                                                
|10.29 |  | Second Amendment to the Rights Agreement, dated as of July 13, 1999, between Samsonite and BankBoston, N.A., as Rights Agent.(16)                                                                                                                                                                                                                                                                                                                      
|10.30 |  | Third Amendment of the Rights Agreement, dated as of September 27, 1999, between Samsonite and BankBoston, N.A.(17)                                                                                                                                                                                                                                                                                                                                    
|10.31 |  | Warrant Agreement, dated as of June 24, 1998, between the Company and BankBoston, N.A.(10)                                                                                                                                                                                                                                                                                                                                                             
|10.32 |  | Common Stock Registration Rights Agreement, dated as of June 24, 1998, between the Company and CIBC Oppenheimer Corp.(10)                                                                                                                                                                                                                                                                                                                              
|10.33 |  | First Amendment to Warrant Agreement, dated as of August 17, 1998, between the Company and BankBoston, N.A.(10)                                                                                                                                                                                                                                                                                                                                        
|10.34 |  | FY 1999 Stock Option and Incentive Award Plan(13)                                                                                                                                                                                                                                                                                                                                                                                                      
|10.35 |  | Registration Rights Agreement, dated as of June 24, 1998, by and among the Company, CIBC Oppenheimer Corp., BancAmerica Robertson Stephens, BancBoston Securities Inc. and Goldman, Sachs & Co.(8)                                                                                                                                                                                                                                                     
|10.36 |  | Registration Rights Agreement, in respect of the 137/8% Senior Redeemable Exchangeable Preferred Stock, dated as of June 24, 1998, between the Company and CIBC Oppenheimer Corp.(9)                                                                                                                                                                                                                                                                   
|10.37 |  | 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)                                                                                                                                                                                                                                                                                     
|10.38 |  | 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)                                                                                                                                                                                                                                                                                  
|10.39 |  | Employment Agreement, dated as of June 15, 2001, between the Company and Thomas R. Sandler.(23)                                                                                                                                                                                                                                                                                                                                                        
|10.40 |  | Employment Agreement, dated as of June 15, 2001, between the Company and Richard H. Wiley.(23)                                                                                                                                                                                                                                                                                                                                                         
|10.41 |  | Executive Management Agreement, dated as of February 1, 2002, between the Company and Luc Van Nevel.                                                                                                                                                                                                                                                                                                                                                   
|10.42 |  | Employment Agreement, dated as of October 1, 2000, between the Company and Marc Matton.                                                                                                                                                                                                                                                                                                                                                                
|10.43 |  | Overall Agreement, dated as of February 1, 2001, between the Company and Karlheinz Tretter.                                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|21 |  | Subsidiaries of the Company
|-- |  | ---------------------------
|23 |  | Consent of KPMG LLP        

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