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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 ý    No o

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

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

        As of April 18, 2005, the registrant had outstanding 226,600,411 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, 2004, as reported on the OTC Bulletin Board was approximately $69.9 million. Shares of Common Stock held by each officer and director and by each person who owns 10 percent or more of the outstanding voting 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 registrant's definitive proxy statement for its 2005 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 Development

        Samsonite Corporation is one of the world's most recognized designers, manufacturers and distributors of luggage, as well as a distributor of travel-related consumer products. We sell our products under a number of brand names, including Samsonite®, American Tourister®, Lacoste®, and Trunk & Co®. With net sales of $902.9 million for our fiscal year ended January 31, 2005, we are one of the leaders in the global luggage industry. Unless indicated otherwise, the terms the "Company", "we", "our", or "us" as used herein refer to Samsonite Corporation and its subsidiaries.

        Our product lines include luggage, business and computer bags, and outdoor and casual bags. 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, and Lacoste brands. In addition to using our brand names on luggage products we manufacture or sell, we license our brand names to third parties for use on products that include travel accessories, leather goods, handbags, clothing and furniture.

        We design the majority of our luggage products at our facilities in Europe, the United States and Asia. 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 various types of retail establishments including department stores, specialty stores, mass merchants, warehouse clubs, computer and electronic superstores, office superstores, bookstores, and travel product stores. We also sell certain products through Samsonite-operated retail stores in the United States, Canada, Mexico, Latin America, 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 our 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 18 to the consolidated financial statements contained in this report.

        Our fiscal year ends on January 31. References to a fiscal year denote the calendar year in which the fiscal year ended; for example, "fiscal 2005" refers to the 12 months ended January 31, 2005. Our 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 with differing brand focus; however, our princfipal strategy focuses on distribution in the middle and upper price level markets.

        Geographic information regarding our revenues from external customers and our long-lived assets can be found in Note 18 to the consolidated financial statements contained in this report.

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Products

        We distribute a broad range of products that include softside, hardside and hybrid (combination hardside and softside) luggage, business and computer bags, and outdoor and casual bags, high-end Samsonite black label shoes and accessories and other travel-related products.

        The following table sets forth an overview of the percentage of our fiscal 2005 revenues from sales of luggage and travel-related products by key product categories:

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        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. Approximately 88% of the softside luggage we sell is made for us 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. An example is the new SpaceMaster carry-on/tote designed to fit easily in airline overhead bins or under seats.

        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.

        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 sheets. Our hardside suitcases include proprietary features to facilitate ease of transport.

        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.

        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, a line of casual business cases and a mobile office computer bag with Spinner wheels that respond to changing needs of consumers. We design and have our suppliers manufacture our softside business cases and computer

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cases. In addition, we license our brands to experienced business case producers for the sale of certain of these products in the United States.

        Outdoor and Casual Bags.    The outdoor and casual bag 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 Lacoste brand. 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.

        Luxury Products.    We design, manufacture and sell high-end luxury luggage, casual bags, shoes and accessories under the Samsonite black label name 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 by licensees. 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 Botany 500® and Bert Pulitzer®, to third party apparel distributors under our Global Licensing division. We are currently trying to sell these non-core business brands; revenues associated with these brands amounted to approximately $1.0 million in fiscal 2005.

        For approximately forty years, we have marketed in Japan through a licensing agreement with Japan's principal luggage manufacturing company. In December 2004 this agreement expired and was not renewed. In January 2005, we entered into a joint venture agreement with ESY Luggage to directly market luggage products in Japan.

        Product Development.    We devote significant resources to new product design and development. We estimate that we have spent on average $6.7 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 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.

        In most of our markets around the world, sales of our products tend to be moderately seasonal. Sales are higher in the third and fourth quarters of each fiscal year when the back-to-school shopping season increases sales for backpack and casual products and when holiday travel and shopping increases sales for our traditional luggage products.

        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

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Tourister products uniquely designed for them. 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 180 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 our excess, discontinued and obsolete products. Operating our own retail stores allows us to test market new products and designs and to more efficiently reduce discontinued and obsolete inventory positions.

        Europe.    Our Samsonite products in Europe are sold through 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 people serve 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 we do not have a direct sales force. These distributors and agents, as well as those mentioned under "Elsewhere in the World" below, handle various travel-related 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.

        Asia.    We sell our products through Samsonite operated retail stores, "shop-in-shop" department stores, as well as traditional trade and travel stores. We have direct markets in Japan, Korea, India, China, Hong Kong, Singapore, Taiwan and Malaysia. In other Asian markets where we do not market directly, we sell through distributors and agents. Our American Tourister brand is sold in selective Asian markets through hypermarkets and traditional trade. Products sold in the Asian markets are sourced from Europe and Asia depending upon product type and availability. Our direct market activities in Japan commenced operations in January 2005 as a joint venture operation. With the start-up of operations occurring so late in the year, there were no sales reported during fiscal 2005.

        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 under license. Products sold in these international markets are shipped from 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.

Advertising

        Advertising resources are committed to brand advertising programs that promote brand image, product features, durability and quality of our luggage and travel-related products. Samsonite's global advertising strategy is a fully integrated advertising effort through TV, print, public relations, in-airport, on-line, and in-store advertising. We assist our retailers in adapting their local advertising to our global advertising campaigns through various cooperative advertising programs. We employ other promotional activities to further support our retailers and increase product sales, including in-store point of sale and

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loyalty programs. At www.samsonite.com, we communicate our corporate message and product and brand image through an integrated global website. In fiscal 2005 we spent approximately $57.3 million and for the last five fiscal years we have expended, on average, in excess of $48 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 Asia and Eastern Europe. Our global sourcing network 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.

        In fiscal year 2005, approximately 12% of our revenues from softside luggage, outdoor and casual bag, and business and computer case products were from products manufactured in our own facilities. We purchased the remainder of our softside products from third-party vendors in Asia and Eastern Europe. In recent years, we have increasingly relied on third-party vendors for sourcing softside products due to various factors, including the admission of China to the World Trade Organization. It is becoming increasingly more cost-effective to outsource the production of products we previously manufactured. We select different third-party vendors to take advantage of differences in manufacturing costs, payment terms and shipping costs. We do not rely on any single third-party vendor whose loss would be material to us.

        We manufacture most of our hardside luggage and business case products that we sell. During fiscal 2005, our hardside production facilities were located in Oudenaarde, Belgium; Nashik, India; Hénin-Beaumont, France and Ningbo, China.

        Softside luggage is primarily made from fabric including nylon, polyester, and vinyl 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 we source from two European suppliers, and the hanger trolley system, which we source from suppliers in India and Europe. Neither of these hardside materials is difficult for the Company to obtain.

        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. In Asia we compete based on premium brand name, product design, product quality, product innovation, consumer advertising, well-established distribution channels and customer service.

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        The manufacture of softside luggage is labor intensive but not capital intensive; therefore, 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 large retailers, some of whom are our customers, who have the ability to purchase private label softside luggage directly from low-cost manufacturers. The manufacture of hardside and hybrid luggage is more capital intensive and there are relatively few finished goods vendors; consequently, barriers to entry are relatively high. 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, 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.

Environmental Matters

        Our operations throughout the world are subject to federal, state and local environmental laws and regulations. These environmental laws and regulations govern the generation, storage, transportation, disposal and emission of various substances. We work to ensure that our existing operations comply fully with these laws and regulations. Although compliance involves continuing costs, the ongoing costs of compliance with existing environmental laws and regulations have not had, nor are they expected to have, a material effect upon our capital expenditures or financial position. From time to time we have incurred, or accrued for, cleanup or settlement costs for environmental cleanup matters associated, or alleged to have been associated, with our historic operations. To date these expenses have not had a material effect upon our capital expenditures or financial position. There can be no assurance, however, that unknown, undiscovered or unanticipated situations or events will not require us to increase the amount we have accrued for any environmental matter or accrue for an environmental matter that has not been previously accrued because it was not considered probable.

Trademarks and Patents

        We are the registered owner of Samsonite, American Tourister and other trademarks. As of January 31, 2005, we had approximately 2,117 trademark registrations and 215 trademark applications pending in the United States and abroad covering luggage, travel equipment, apparel products and retail services. Our Samsonite® and American Tourister® trademarks are of material importance to our business. Our trademark registrations in the United States and elsewhere will remain in existence for as long as we continue to use and renew them on a timely basis.

        We also own approximately 131 United States patents and approximately 944 patents (i.e., patents of inventions, industrial design registrations and utility models) in selected foreign countries. In addition, we have approximately 161 patent applications pending worldwide. We pursue a policy of seeking patent protection where appropriate for inventions embodied in our products. The patents we hold provide barriers to competition in applicable portions of our business, primarily associated with hardside and hybrid luggage products. The loss of some or all of the protection of the patents could make it easier for other companies to enter our markets and compete against us by eroding our ability to differentiate ourselves on the basis of technical superiority. While we believe the protection afforded by the patents is strong, there can be no assurance that other companies will not be able to design and build competing products in a manner that does not infringe the patents. 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

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some of our patented products and our trademarks, we have generally been successful in enforcing our worldwide intellectual property rights.

Employees and Labor Relations

        At January 31, 2005, we had approximately 5,000 employees worldwide, with approximately 1,200 employees in the United States and approximately 3,800 employees in other countries including approximately 2,100 employees in Europe, 1,300 employees in Asia and 400 employees in "Other Americas". In the United States, approximately 100 employees are unionized under a contract that is renewed every three years and was most recently renewed in April 2005. At January 31, 2005 we employed approximately 1,500 workers in our seven European manufacturing plants located in Belgium, France, Slovakia, 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

        The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and in its reports to stockholders. Generally, the inclusion of the words "believe", "expect," "intend," "estimate," "anticipate," "will," and similar expressions (and their negatives) identify statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

        By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including but not limited to the risk factors set forth below:

Events which negatively affect consumer confidence or travel levels negatively affect our business.

        Our business and results of operations are subject to uncertainties arising out of regional and world events which negatively impact consumer spending or travel, such as the impact of terrorist attacks, hostilities in the Middle East and other regions, the incidence or spread of contagious diseases (such as SARS), or other economic, political, or public health or safety conditions or events that impact consumer confidence, spending and travel. Events such as these are likely to contribute to a general reluctance by the public to travel, which would cause a decrease in demand for our luggage products and, as a result, may have an adverse effect on our business, results of operations and financial condition.

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A downturn in the economy may affect consumer purchases of discretionary luggage items, which could adversely affect our sales.

        Our sales levels are closely correlated to general economic and business conditions in the global markets in which we sell our products. Our business is subject to economic conditions in its major markets, including recession, inflation, deflation, general weakness in retail and travel markets, and changes in consumer purchasing power. As such, a downturn in the economies in which we sell our products may adversely affect our sales and gross profit margins.

Samsonite's business is subject to foreign exchange risk.

        Our operations may be adversely affected by significant fluctuations in the value of the U.S. dollar compared to the euro and other currencies. Approximately 62% of our net sales for fiscal 2005 was attributable to our European sales and other foreign operations. Samsonite consolidates the financial results of its international subsidiaries into its financial statements. Each of those subsidiaries operates using the functional currency of the country in which they are located. If the U.S. dollar strengthens, the results of operations for our international businesses, when translated into U.S. dollar terms, may be reduced and our operating results and financial condition may be adversely affected.

The business of our subsidiaries with international operations may be adversely affected by international business risks and fluctuations in currency exchange rates.

        Approximately 62% of our net sales for fiscal 2005 were attributable to our European other foreign operations, which include significant operations throughout Asia and Latin America. Our operations may be affected by economic, political, social and governmental conditions in the countries where we have manufacturing facilities (either directly owned or as joint venture partners) or where our products are sold. In addition, factors such as changes in economic or political conditions in any of the countries in which we or our joint ventures operate could result in unfavorable exchange rates, new or additional currency or exchange controls, other restrictions being imposed on our operations, or expropriation.

If interest rates rise, our borrowing costs will rise and our operating results may decline.

        We have €100 million of senior floating rate notes outstanding, which bear an interest rate of Euribor plus 4.375% (6.517% at January 31, 2005). In addition, our senior revolving credit facility and the short-term credit lines that we use from time to time to finance our European operations are floating rate obligations. At January 31, 2005, our borrowings under the senior revolving credit facility were $4.6 million and we had borrowings under other short-term credit lines of $15.5 million. These amounts may vary from time to time throughout the year as business needs fluctuate. If interest rates rise, our interest expense will increase and our results of operations will be adversely affected.

Our vendors may be unable to manufacture and deliver products in a timely manner or meet our quality standards.

        A significant portion of our net sales are derived from products which are manufactured by third party vendors, a majority of which are located in Asia and Eastern Europe. We depend upon the ability of these vendors to secure a sufficient supply of raw materials, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. Our reliance on these vendors and the resulting lack of direct control could subject us to difficulty in obtaining timely delivery of products of acceptable quality. In addition, a vendor's failure to ship products to us in a timely manner or to meet our quality standards could cause us to miss the delivery date requirements of our customers. The failure to make timely deliveries may cause our customers to cancel orders, refuse to

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accept deliveries, demand reduced prices or reduce future orders, any of which could harm our sales, reputation and overall profitability.

Samsonite's inability to respond to changes in consumer demands and fashion trends in a timely manner could adversely affect our sales.

        Our success depends on our ability to identify, originate and define product and fashion trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner. Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. We cannot assure that we will be able to continue to develop appealing styles or meet changing consumer demands in the future.

We must be able to maintain effective distribution channels that serve our customers' purchasing patterns.

        The retail market, particularly in the United States, is marked by rapid changes in distribution channels and customer purchasing patterns. Our products are sold through many distribution channels, from our own stores, through our company website and through retail locations of others, including department and specialty stores, national and mass merchant retailers, and warehouse clubs. Maintaining good relationships with superior distribution partners, and establishing new distribution channels to better serve our customers' purchasing patterns, are key to our continued success. If distribution channel trends and purchasing preferences change and we are not positioned to take advantage of such changes, we could get shut out of important market segments and our sales and results of operations could be adversely affected.

Certain corporate transactions require the approval of our major stockholders.

        Our three major stockholders and their affiliates control approximately 82% of our voting stock. Samsonite is a party to a July 31, 2003 Stockholders Agreement with the major stockholders and others relating to the ownership rights and corporate governance of Samsonite. Pursuant to the terms of the Stockholders Agreement, the major stockholders have agreed to take all actions in their power to elect nominees selected by the major stockholders to our board of directors in the future. As a result, eight of the nine members of our board of directors are nominees of the major stockholders. In addition, our ability to take certain actions, including amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including debt incurrences, stock issuances, acquisitions, asset sales and the like), is subject to the written consent of either all or two-thirds (depending on the action) of the major stockholders so long as the major stockholders collectively continue to hold 25% of our outstanding voting stock. Accordingly, for the foreseeable future, our major stockholders will exercise significant influence over our board of directors and business and operations.

        The level of ownership of the voting stock by the major stockholders may have the effect of making more difficult or of discouraging, absent the support of such major stockholders, a proxy contest, a merger involving Samsonite, a tender offer, an open market purchase program or purchases of Samsonite common stock that could give holders of such stock the opportunity to realize a premium over the then-prevailing market price for their shares of common stock.

We have a leveraged capital structure which could adversely affect our financial health, our ability to service our indebtedness and to grow our business.

        We have a substantial level of indebtedness. As of January 31, 2005 we had:

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total indebtedness of $354.3 million;



•

convertible preferred stock with a liquidation preference of $180.1 million.



•

a stockholders' deficit of $49.1 million.

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        Our substantial debt could have consequences to security holders, including:

•

it could make it more difficult for us to satisfy our obligations on our public debt securities;



•

it may require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness—this would reduce the cash flow available to us for operations, working capital, capital expenditures, acquisitions and general corporate purposes;



•

it may limit our ability to obtain additional financing for working capital, capital expenditures, product development and general corporate purposes;



•

it may make us more vulnerable in the event of a downturn in general economic conditions or in our industry; and



•

it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage to less-leveraged competitors.

        There can be no assurance that our cash flow and capital resources will be sufficient for us to make payments on our indebtedness or meet our other obligations in the future. If our cash flow and other capital resources are insufficient, we may be forced to reduce or delay capital expenditures, sell assets, try to obtain additional equity capital or refinance or restructure our debt. There can be no assurance that any of those alternatives would be successful or allow us to meet our scheduled obligations in the future.

The luggage market is highly fragmented; we face competition from many smaller competitors.

        We compete with many domestic and international companies in our global markets. We compete on brand name, consumer advertising, product innovation, quality, differentiation of product features, customer service and price. The worldwide luggage market is highly fragmented, meaning that we have many competitors. Barriers to entry into the manufacturing of softside luggage are relatively low and we face competition from many low cost manufacturers of inexpensive, softside luggage products. We cannot assure you that we will be able to compete effectively in the future in our markets.

ITEM 2. PROPERTIES

        The following table sets forth certain information relating to our principal offices, warehouse and manufacturing 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. On March 15, 2005, the Company sold its Denver, Colorado campus to a third party. The Company leased back the office building, warehouse and retail store for two years with

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options to extend the office and warehouse leases for two additional one-year periods. 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 throughout the world.

ITEM 3. LEGAL PROCEEDINGS

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

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, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        The Company's common stock, par value $.01 per share (the "Common Stock"), is 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 2004 and 2005 and through April 18, 2005 (as reported on the OTC Bulletin Board). The closing price of the common stock on the OTC Bulletin Board on April 18, 2005 was $0.98 per share.

        As of April 18, 2005, the number of holders of record of our Common Stock was 326.

        The Company has paid no dividends on its common stock for the past two fiscal years. 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, the certificate of designation for our convertible preferred stock, and the indentures for the senior floating rate notes and the 8⁷/8% 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 2005, 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 2005, 2004 and 2003 restructurings. Certain reclassifications have been made to the consolidated financial statements for the years ended January 31, 2004, 2003, 2002 and 2001 to conform to the January 31, 2005 presentation. See Note 1 to the consolidated financial statements contained elsewhere herein.

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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 each of the years in the three years ended January 31, 2005, 2004 and 2003 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 2005" refers to the 12 months ended January 31, 2005. The Company's operations consist primarily of the manufacture and sale of luggage, business and computer cases, outdoor and casual bags, and travel-related products. The Company also licenses its brand names and is involved with the design and sale of apparel. The discussion is organized under the following headings: Executive Overview, Results of Operations, Liquidity and Capital Resources, Off-Balance Sheet Financing and Other Matters, Critical Accounting Policies and New Accounting Standards.

Executive Overview

        The Company sells and distributes luggage, business and computer bags, outdoor and casual bags, and other travel-related products throughout the world. The sale of these products is affected by various events that may affect the worldwide travel industry, such as war, the spread of epidemics, and recessionary conditions. The Company believes its strategy of expanding globally minimizes the effect of many of these events, which sometimes have primarily regional effects on travel. Management believes certain strategies including diversification into outdoor and casual bags and travel-related products, continual development of new and innovative products, cost saving and controlling measures, and new strategies for advertising and promotion will contribute to the Company's strength in the future:

        Product Development—In the past several years, consumer preferences have shifted from structured (hardside) luggage products to more unstructured softside luggage and bags that are more casual and lower priced. As a result, we are developing new products in the outdoor and casual bags and travel-related accessories categories and shifting to different distribution channels to keep pace with consumer trends.

        Cost Control—We are streamlining many of the manufacturing and administrative activities of the Company. 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 Asia contract manufacturers, primarily in China. Management is continually trying to maintain a competitive advantage by decreasing costs while providing quality products.

        Advertising/Promotions—Developing new ways to advertise and promote our products has become more important than ever in the current competitive environment. We are focusing on advertising in the most strategic and cost-effective manner in order to maintain and enhance brand recognition, while overall increasing the amount of brand support investment year on year.

        The Company's fiscal 2005 sales were $902.9 million compared to $776.5 million in fiscal 2004, an increase of $126.4 million. The stronger euro currency compared to the U.S. dollar caused approximately $35.7 million of this increase. The remainder of the increase in sales was caused by increased business and tourist travel in fiscal 2005 compared to the prior year and expansion of product assortments and sales. Prior year product sales were adversely affected by the war in Iraq and, in primarily the first half of the prior year, by the SARS epidemic scare. These events had an adverse effect on travel and the sale of luggage. As the negative effects of the prior year events subsided, travel increased markedly and economies throughout the world improved.

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        During fiscal 2005, the Company refinanced its senior subordinated debt in order to reduce its interest costs and hedge its substantial investment in European operations. The previously outstanding 10³/4% senior subordinated notes having a principal outstanding of $322.9 million at the end of the previous fiscal year were retired through the issuance of $205.0 million of 8⁷/8% notes due in 2011 and 100.0 million of euro-denominated floating rate notes due 2010. The Company incurred $13.7 million of redemption premiums and wrote off $4.1 million of deferred financing costs related to the retired notes; both items were charged to other income and expense. The Company also incurred $8.0 million of issuance costs, which are being amortized to interest expense over the life of the new notes. As a result, the Company expects to save about $8.0 million per year in interest costs based on the current interest rate environment. As a result of this refinancing and lower borrowings on its credit lines during fisca1 2005, interest expense decreased from $43.5 million in fisca1 2004 to $35.2 million in fisca1 2005.

        Other major items affecting the results of operations for fiscal 2005 compared to fiscal 2004 included:

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$4.0 million of stock compensation expense for executive stock option awards compared to none in fiscal 2004.



•

$5.9 million of restructuring provisions in fisca1 2005 compared to $1.8 million in fiscal 2004. Fiscal 2005 restructuring provisions related to the closing of a manufacturing plant in Spain and cost reduction initiatives in the Americas operations (primarily Latin America).



•

An increase of $14.9 million in advertising and promotion expenses to $57.3 million.

        At January 31, 2005, we had cash on hand of $56.4 million and total debt of $354.3 million. This compares to cash on hand of $29.5 million and total debt of $333.7 million at January 31, 2004. Availability for borrowing on our asset-based revolving credit facility at January 31, 2005 was €22 million and $35.0 million U.S. dollars. At January 31, 2005, we had $4.6 million of letters of credit outstanding under the U.S. portion of the revolving credit facility, which reduced net availability on the U.S. line to $30.4 million.

        Since approximately 45% of the Company's reported 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 2005 were translated at an average euro exchange rate of 1.245 euros to the dollar while fiscal 2004 results were translated at an average euro exchange rate of 1.136 euros to the dollar. Thus, while local sales denominated in euros increased by 7.3% (the constant U.S. dollar equivalent of $25.1 million), these euro-denominated sales, when translated to U.S. dollars, increased by approximately $60.8 million or 17.6%. The strengthening of the euro to 1.245 from 1.136 thus had the effect of increasing reported sales by approximately $35.7 million between fiscal 2005 and 2004. The stronger euro also resulted in increases in reported cost of sales and other operating expenses in fiscal 2005 compared to fiscal 2004. 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."

Results of Operations

        For purposes of this management's discussion and analysis of operations, we are analyzing our net sales and operations as follows: (i) "European" operations, which includes its European sales, manufacturing and distribution, wholesale and retail operations; (ii) the "Americas" operations, which includes wholesale and retail sales and distribution operations and corporate headquarters in the United States, combined with the "Other Americas" operations, which are operations in Canada and Latin America; (iii) "Asian" operations which are the sales, manufacturing and distribution operations in India, China, Singapore, South Korea, Hong Kong, Taiwan and Malaysia; and (iv) Licensing Operations.

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Fiscal 2005 Compared to Fiscal 2004

        Sales.    The following is a summary of the Company's revenues from product sales and licensing:

        On a U.S. dollar basis, sales from European operations increased to $405.3 million in fiscal 2005 from $344.5 million in fiscal 2004, an increase of $60.8 million, or 17.6%. Expressed in the local European currency (euros), fiscal 2005 sales increased by 7.3%, or the U.S. constant dollar equivalent of $25.1 million, from fiscal 2004. The increase in sales was caused by a generally stronger economic climate in most European countries, with the exception of Germany, and an increase in air travel from prior year levels, which had been negatively affected by the SARS epidemic and the armed conflict in Iraq. Product sales increased in the luggage and structured bags category and the casual bag category. Hardside product sales declined by 4.1%. Consumer preference in Europe continues to trend towards softside products. Two of our largest European customers, Gold-Krone and Karstadt, experienced financial difficulties during fiscal 2005 which negatively impacted sales. We continue to sell to the individual members of the Gold-Krone buying group and Karstadt's situation has improved as a result of its financial restructuring initiatives.

        Sales from the Americas operations increased to $379.1 million in fiscal 2005 from $336.1 million in fiscal 2004, an increase of $43.0 million, or 12.8%. The increase was primarily due to an increase in U.S. Wholesale sales of $28.6 million, an increase in Other Americas sales of $8.3 million, and an increase in U.S. Retail sales of $6.1 million. U.S. Wholesale sales increased to $203.5 million in fiscal 2005 from $174.9 million in the prior year, an increase of 16.4%. Prior year sales were negatively affected by a decrease in U.S. travel as a result of the armed conflict in Iraq. U.S. Wholesale sales were higher in the department store, mass merchant and specialty product channels and lower in the warehouse club channel. Sales in the U.S. Retail division increased to $123.1 million in fiscal 2005 from $117.0 million in the prior year due to price increases associated with higher quality products, an improved mix of accessory related items, and increased advertising. In our company stores, same store sales for fiscal 2005 increased by 5.4%. As of January 31, 2005, there were 182 company-owned retail stores, compared to 202 stores at January 31, 2004. The increase in sales of the Other Americas to $52.5 million in fiscal 2005 from $44.2 million in the prior year, or 18.8%, is primarily due to improved Mexican, Brazilian and Argentine economies, expansion of direct sales efforts in several areas, and the success of new product developments.

        Sales from Asian operations increased to $98.6 million in fiscal 2005 from $73.9 million in fiscal 2004, an increase of $24.7 million or 33.4%. The increase in sales is primarily due to higher sales in South Korea, Hong Kong and India. Sales in many areas of Asia in the prior year were adversely affected by the SARS epidemic scare. Asian sales growth also resulted from an increase in the number of retail stores and the introduction of new product lines during the year. In January 2005, we executed a joint venture agreement with a local partner in Japan to commence operations as a direct sales marketer in Japan. Previously the Japanese market was served under a license agreement with another luggage manufacturer.

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        The decrease in royalty revenues of $2.1 million is primarily due to a non-recurring $1.8 million royalty received in the prior year upon the settlement of a trademark infringement action against a third party. We are currently trying to sell these non-core business brands.

        Gross Profit.    Consolidated gross profit in fiscal 2005 was $416.3 million, compared to $349.9 million in fiscal 2004, an increase of $66.4 million. Consolidated gross margin as a percentage of sales increased by 1.0 percentage point to 46.1% in fiscal 2005 from 45.1% in fiscal 2004. Higher margins and gross profit in fiscal 2005 compared to fiscal 2004 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) the reduction in fixed manufacturing costs through the Company's operational restructuring activities, and (iv) increased sales from Company-operated retail stores which carry higher margins. The increase in gross profit was achieved despite the effect of higher oil prices during the year. Higher oil prices affect the cost of polypropylene (used in the manufacture of hardside luggage) and certain materials used in the manufacture of softside luggage.

        Selling, General and Administrative Expenses ("SG&A").    Consolidated SG&A in fiscal 2005 was $341.6 million compared to $273.2 million in fiscal 2004, an increase of $68.4 million or 25.0%. The increase is primarily due to an increase of variable selling expenses associated with higher sales levels compared to the prior year. Other items affecting the total increase in SG&A include higher advertising expenses of $14.9 million, the exchange rate difference which caused an $11.8 million increase in Europe's SG&A, stock option expense of $4.0 million related to options granted to executive officers during the year and higher corporate consulting expenses of $2.9 million related to Sarbanes-Oxley compliance and other projects.

        Variable selling expense in Europe increased during the year due to higher freight and warehousing expenses resulting from increased sales, higher Lacoste royalties resulting from an increase in Lacoste sales, and higher service after sales expenses. U.S. Wholesale SG&A expense increased due to higher variable selling expense related to higher sales levels and lower discretionary expenses in the prior year when sales were depressed due to the effects of the armed conflicts in the Middle East. Increases in SG&A for U.S. Retail, Other Americas and Asia were consistent with the increase in sales.

        Provision for Restructuring Operations and Asset Impairment Charge.    We recorded restructuring charges of $5.9 million in fiscal 2005, comprised of the following elements: during the first quarter of fiscal 2005, we recorded a restructuring provision of $3.4 million for the closure of the Tres Cantos, Spain manufacturing plant and recorded severance costs associated with approximately 40 positions that were eliminated during the first quarter of fiscal 2005; during the second quarter of fiscal 2005, we recorded a charge of $0.7 million for lease termination costs related to the closure of the Nogales, Mexico production facility, (production at this facility ceased during July 2004 and the facilities were vacated during the third quarter); and during the fourth quarter of fiscal 2005, we recorded a restructuring provision of $1.8 million related to severance for the elimination of approximately 96 positions in our Americas operations.

        Interest Expense and Amortization of Debt Issue Costs and Premium.    Interest expense and amortization of debt issue costs declined to $35.2 million in fiscal 2005 from $43.5 million in fiscal 2004. The decline in interest expense is due primarily to lower interest rates under our senior credit facilities primarily as a result of the recapitalization completed midway through fiscal 2004 and the refinancing of the Company's senior subordinated debt completed in June 2004 (fiscal 2005). Interest expense includes $2.4 million in amortization of debt issuance costs in fiscal 2005 and $2.2 million in fiscal 2004. During the second quarter of fiscal 2005 the Company completed a refinancing of the Company's senior subordinated notes. To refinance the 10³/4% notes and to pay the tender and redemption premiums of $13.7 million, the Company issued €100 million of senior floating rate notes due in 2010 and $205.0 million of 8⁷/8% senior subordinated notes due in 2011. A total of $8.0 million

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of deferred financing costs were incurred in connection with the issuance of the floating rate senior notes and the 8⁷/8% senior subordinated notes. Additionally, a total of $4.1 million of unamortized deferred financing costs related to the original issuance of the 10³/4% notes was written off to other income (expense).

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

        Other expense—net increased by $12.8 million primarily due to $13.7 million redemption premiums paid upon the refinancing of the 10³/4% senior subordinated notes and the write-off of $4.1 million of deferred financing costs.

        Pension costs represent the actuarial determined pension expense associated with the pension plans of two companies unrelated to our operations whose pension obligations were assumed by us 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 we were a part prior to 1993. The increase in pension expense is a result of 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 below.

        Other, net expense increased to $4.8 million in fiscal 2005 from $1.9 million in fiscal 2004 due to costs associated with the initial investment in the Japan joint venture, due diligence expenses associated with potential acquisitions that were not completed, and expenses incurred to settle a claim for an environmental matter related to the manufacturing and office building site occupied by the Company until the late 1960's in Denver, Colorado.

        Income Taxes.    Income tax expense increased to $13.0 million in fiscal 2005 from $10.4 million in fiscal 2004. The increase in income tax expense is 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 net U.S. deferred tax assets in fiscal 2005 and 2004 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) the change in the valuation allowance primarily attributable to U.S. net operating losses which do not provide a benefit, (ii) U.S. taxes on foreign

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dividends and deemed dividends, (iii) state income taxes, and (iv) the tax rate differential on foreign earnings.

        Preferred Stock Dividends and Accretion of Preferred Stock Discount.    This item represents the accrual of cumulative dividends and accretion of discount on the outstanding 8% convertible preferred stock. Dividends have been accrued on the preferred stock since its issuance on July 31, 2003 and compound quarterly. The decrease of $17.4 million in fiscal 2005 compared to fiscal 2004 is due to the reduction in the coupon rate and face amount of the preferred stock outstanding as a result of the July 31, 2003 recapitalization.

        Net Loss to Common Stockholders.    The net loss to common stockholders decreased to $22.7 million in fiscal 2005 from $27.5 million in fiscal 2004, and the net loss per common share declined to $0.10 in fiscal year 2005 from $0.22 per share in fiscal year 2004. This amount represents net loss after dividends payable on the convertible preferred stock and is the amount used to calculate net loss per common share. The weighted average number of shares of common stock outstanding used to compute loss per share in fiscal years 2005 and 2004 was 224,764,006 and 122,842,078, respectively. The Company had 224,834,708 shares of common stock outstanding as of January 31, 2005.

Fiscal 2004 Compared to Fiscal 2003

        Sales.    The following is a summary of the Company's revenues from product sales and licensing:

        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.

        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

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$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 $73.9 million in fiscal 2004 from $75.6 million in fiscal 2003, a decrease of $1.7 million or 2.2%. The decline in sales is primarily due to the continued difficult political and economic conditions in the Korean peninsula, which contributed to a 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 latter 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 $349.9 million in fiscal 2004 increased from consolidated gross profit in fiscal 2003 of $322.0 million, an increase of $27.9 million. Consolidated gross margin as a percentage of sales increased by 2.3 percentage points to 45.1% in fiscal 2004 from 42.8% in fiscal 2003.

        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 $273.2 million in fiscal 2004 increased from $248.7 million in fiscal 2003, an increase of $24.5 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 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.

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        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 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 below.

        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

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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) the change in the valuation allowance primarily attributable to U.S. net operating losses which do not provide a benefit, (ii) U.S. taxes on foreign dividends and deemed dividends, (iii) state income taxes, and (iv) the tax rate differential on foreign earnings.

        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 common shares issued in the July 31, 2003 recapitalization.

Liquidity and Capital Resources

        At January 31, 2005, the Company had a consolidated cash balance of $56.4 million and working capital of $191.4 million. The Company believes its cash and working capital levels are adequate to meet the operating requirements of the Company for at least the next twelve months.

        The Company's primary sources of liquidity are its cash flow from operations and borrowing availability under its senior credit facility. During fiscal 2005, the Company's cash flow from operations was $34.7 million compared to $28.0 million in fiscal 2004. During fiscal 2005, the Company's cash flow from operations together with amounts available under its credit facilities was sufficient to fund fiscal 2005 operations, scheduled payments of principal and interest on indebtedness, and capital expenditures.

        The Company's senior credit facility provides for a maximum borrowing base of $35.0 million for the Company and €22 million 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 or intangible assets 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, depreciation and amortization. At January 31, 2005, these borrowing base calculations resulted in $35.0 million available for borrowing in the U.S. and €22 million available for borrowing by the European subsidiary. At January 31, 2005, the Company had $4.6 million of letters of credit outstanding under the U.S. portion of the facility which reduced the net availability on the U.S. line of credit to $30.4 million. At January 31, 2005, no amounts were outstanding under the European portion of the facility.

        The Company's long-term debt structure includes $205.0 million of 8⁷/8% senior subordinated notes which are due in 2011 and €100 million of euro-denominated floating rate notes which are due in 2010.

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The euro denominated notes bear interest at Euribor plus 4.375% and the rate resets quarterly. At January 31, 2005, the rate was 6.517%.

        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, 2005 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.

        The Company's lenders have issued letters of credit in the U.S. totaling $4.6 million and documentary letters of credit in Europe totaling $2.1 million as of January 31, 2005. The Company has issued other guaranties totaling $1.9 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, 2005:

(a)

Estimated interest payments were calculated as follows: (i) interest on short-term debt and the senior credit facility was based on amounts outstanding and interest rates during fiscal 2005, (ii) interest on the senior floating rate notes was based on the three-month Euribor rate at January 31, 2005 of 6.517%, and (iii) interest on the senior subordinated notes was based on the fixed interest rate of 8⁷/8%.

(b)

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

        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 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. 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 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 in amounts 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. In the fourth quarter of fiscal 2005, the Company began an initiative with the goal of decreasing its number of worldwide inventory SKU's (stock keeping units) by 25% by the end of fiscal 2006. The goal of this initiative is to reduce warehousing costs and to improve and simplify our product assortment. Because the Company will probably need to discount these products more than historically required to sell excess inventories, an incremental obsolescence provision of approximately $3.9 million was recorded in the fourth quarter of fiscal 2005. If actual demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

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 or pension income in accordance with SFAS 87, "Employers' Accounting for Pensions." The Company had a charge to the results of operations from pension expense of $2.6 million for fiscal year ending January 31, 2005 and credits to the results of operations from pension income of $0.2 million and $5.9 million for the fiscal years ended January 31, 2004 and 2003, 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.

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        The key assumptions used in developing the pension expense of $2.6 million related to these plans in fiscal 2005 were a 6.25% discount rate; an 8.25% expected return on plan assets, and a 3.50% rate of compensation increase. In the prior fiscal year 2004 assumptions used were a 6.75% discount rate; an 8.25% expected return on plan assets, and a 3.50% rate of compensation increase. The pension expense related to the Plans increased to $2.6 million in fiscal 2005 from a credit of $0.2 million in fiscal 2004. Pension expense related to these plans is expected to be approximately $5.9 million in fiscal 2006. The increase in the pension expense 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 since then.

        In selecting the discount rate of 6.25%, 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 2005 pre-tax loss by approximately $0.8 million.

        The Plans' investment allocations are targeted at approximately 60%-70% large capitalization stocks and 30%-40% 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 2005 pre-tax loss by $0.9 million. The asset allocation and related assumed expected rate of return used in fiscal 2006 is not expected to be significantly different from fiscal 2005.

        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. Since December 31, 2002, 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", has exceeded the fair value of the Plans' assets. This has resulted primarily due 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 since 2002. At January 31, 2005, the ABO exceeded the fair value of plan assets by $42.2 million. The increase in the excess of the ABO over the fair value of plan assets from the prior year resulted in a $17.8 million change to stockholders' equity (Other Comprehensive Income (Loss)). 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 2005, the Company made no cash contribution to the qualified 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 2004 and 2003, the Company made contributions of $5.0 million and $1.2 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 2006.

New Accounting Standards

        In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payments" which revises SFAS 123, "Accounting for Stock-Based Compensation," and will be effective for public companies for

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annual periods beginning after June 15, 2005. SFAS 123 (R) will require compensation costs related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using a modified prospective method and may elect to restate prior periods using a modified retrospective method. The Company plans to adopt SFAS 123 (R) on February 1, 2006 using the modified prospective method and is currently evaluating the impact from this standard on the results of operations and financial position.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" which amends Accounting Research Bulletin No. 43, "Inventory Pricing" and will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS 151 clarifies the accounting for abnormal amounts of idle facility capacity, freight, handling costs, and wasted material (spoilage) to require that these items be recognized as current-period charges instead of being added to the cost of inventory and expensed when consumed. The Company does not believe that the adoption of SFAS No. 151 will have a material impact on the consolidated financial statements.

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 their 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, 2005, the Company and its subsidiaries had forward foreign exchange contracts outstanding having a total contract amount of approximately $133.0 million with a weighted average maturity of 195 days. If there were a ten percent adverse change in foreign currency exchange rates relative to the outstanding forward exchange contracts, the loss in earnings from the amount included in results of operations for the year ended January 31, 2005 would be approximately $15.3 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 higher or lower cost of sales.

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Interest Rates

        At January 31, 2005, the Company had approximately $206.4 million of fixed rate long-term debt (including current maturities.) The fair value of long-term fixed interest rate debt is subject to interest rate risk. Generally, among other factors including credit ratings, the fair 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, 2005 was $222.0 million, which was more than the carrying value by $15.6 million. Fair values were determined primarily from quoted market rates since almost all the fixed rate long-term debt at January 31, 2005 consists of the Company's outstanding publicly traded subordinated notes. A one-percentage point decrease from prevailing interest rates at January 31, 2005, would result in an estimated increase in fair value of total fixed rate long-term debt of approximately $13.6 million. The one-percentage point proportionate increase in interest rates is used to show the relative impact of a change in interest rates. A one-percentage point increase from prevailing interest rates at January 31, 2005 would result in an estimated increase in interest expense for variable debt of $1.7 million. Actual interest rates could change significantly more than one-percent.

        At January 31, 2005, 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 Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(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.

ITEM 9B. OTHER INFORMATION

        None.

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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 2005 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 2005 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 2005 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 2005 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 2005 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 AND FINANCIAL STATEMENT SCHEDULE

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.

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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, 2005, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

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

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34

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Denver, Colorado
April 28, 2005

F-2

SAMSONITE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, 2005 and 2004
(Dollars 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)

See accompanying notes to consolidated financial statements.

F-5

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