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INDEX
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

Commission file number 0-23214

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

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

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

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

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

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

INDEX

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.

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PART I

ITEM 1. BUSINESS

General

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

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

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

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

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

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

Luggage Products Market

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

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Products

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

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

Fiscal 2004 Sales Mix by Product Type

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

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

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

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

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

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

        Hybrid Luggage.    We have introduced products that include important proprietary designs and features of both the hardside and softside luggage. The first is Ziplite®, a hardside suitcase taking the form of a sleek pod that zips shut, rather than latching shut, and is made of a thin, light-weight polymer which is laminated to an attractive textile using a patented process. The second is Carbon EXP™, a combination of hardside and softside luggage technologies possessing the features that are most sought after in the two types of luggage. The Carbon EXP 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 quality DuPont®Cordura® Plus fabric with zippered pockets for easy access and organization and adjustable cinch straps for security and capacity control. Hardlite business cases and F'lite travel products use a proprietary process to mold sleek, tough polymer frames around laminated fabric panels to form extremely light luggage shells.

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

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

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

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

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

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

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

Distribution

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

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

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

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

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

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

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

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

Advertising

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

Manufacturing and Sourcing Products

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

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

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

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

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

Competition

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

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

Customers

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

Trademarks and Patents

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

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Employees and Labor Relations

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

Forward-Looking Statements

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

ITEM 2. PROPERTIES

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

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

        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.

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PART II

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

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

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

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

ITEM 6. SELECTED FINANCIAL DATA

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

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

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

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

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

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

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

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

Overview

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

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

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

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

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

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

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

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

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

14

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

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

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

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

Results of Operations

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

Fiscal 2004 Compared to Fiscal 2003

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fiscal 2003 Compared to Fiscal 2002

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Income (Expense)—Net.

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

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

Off-Balance Sheet Financing and Other Matters

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

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

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

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

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

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

Critical Accounting Policies

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

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

Inventories

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

Allowance for Doubtful Accounts

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

Asset Impairment and Provision for Restructuring Operations

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

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Intangibles Not Being Amortized

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

Pension Plans

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

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

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

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

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

25

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

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

Foreign Exchange Contracts

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

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

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

26

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

Interest Rates

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

        None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures.

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

(b)

Changes in Internal Control.

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

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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PART IV

ITEM 15. 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-3 hereof.

(b)

Reports on Form 8-K.

Form 8-K dated December 9, 2003 Item 12. Results of Operations and Financial Condition

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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.

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

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        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.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Samsonite Corporation:

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

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

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

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

KPMG LLP

Denver, Colorado
March 22, 2004

F-2

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

See accompanying notes to consolidated financial statements.

F-3

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

See accompanying notes to consolidated financial statements.

F-4

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

(1)

$.01 par value; 2,000,000 shares authorized; 159,982, 281,131 and 281,131 Senior Redeemable Preferred shares issued and outstanding at January 31, 2004, 2003 and 2002, respectively.

(2)

$.01 par value; 1,000,000,000 shares authorized; 235,205,324, 30,365,573 and 30,344,413 shares issued at January 31, 2004, 2003 and 2002, respectively and 224,705,324, 19,865,573 and 19,844,413 outstanding at January 31, 2004, 2003 and 2002, respectively.

See accompanying notes to consolidated financial statements.

F-5

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