UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2006
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

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

For the quarterly period ended April 30, 2007

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

For the transition period from to

Commission File Number: 0-23214

SAMSONITE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		36-3511556
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
11200 East 45th Avenue, Denver, CO		80239
(Address of principal executive offices)		(Zip Code)

(303) 373-2000

575 West Street, Suite 110,
Mansfield, MA		02048
(Address of principal executive offices)		(Zip Code)

(508) 851-1400

(Registrant’s telephone number, including area code)

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 and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act). See definition of “large filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. ~~Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer x~~

Large Accelerated Filer o

Accelerated Filer o

Non-accelerated Filer x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~227~~ 742,~~159~~081,~~626~~724 shares of common stock, par value $0.01 per share, as of ~~May 31~~June 8, ~~2006~~2007.

FORM 10-Q

CONTENTS

PART I—FINANCIAL INFORMATION Item 1: Financial Statements Unaudited Consolidated Balance Sheets as of April 30, ~~2006~~2007 and January 31, ~~2006~~2007 Unaudited Consolidated Statements of Operations for the three months ended April 30, ~~2006~~2007 and ~~2005~~2006 Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the three months ended April 30, ~~2006~~2007 Unaudited Consolidated Statements of Cash Flows for the three months ended April 30, ~~2006~~2007 and ~~2005~~2006 Unaudited Notes to Consolidated Financial Statements Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~Forward Looking Statements~~ Item 3: Quantitative And Qualitative Disclosures About Market Risk Item 4: Controls and Procedures PART II—OTHER INFORMATION Item 1: Legal Proceedings Item 1A: Risk Factors Item 2: Unregistered Sales of Equity Securities and Use of Proceeds Item 3: Defaults upon Senior Securities Item 4: Submission of Matters to a Vote of Security Holders Item 5: Other Information Item 6: Exhibits Signatures ~~Certifications~~ Index to Exhibits

Important Notice:

This Quarterly Report on Form 10-Q (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” in Part I Item 2.

PART I—FINANCIAL INFORMATION

SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets as of April 30, 2007 and January 31, 2007

~~as of~~(In ~~April 30,~~thousands ~~2006~~except share and ~~January 31,~~per share ~~2006~~data)

(In thousands)

	April 30, 2007			January 31, 2007
*Assets*
Current assets:
Cash and cash equivalents	$	51,202		78,548
Trade receivables, net of allowances for doubtful accounts of $9,362 and $10,370	147,768			133,086
Other receivables	1,125			1,976
Inventories (Note 3)	159,900			165,767
Deferred income taxes (Note 9)	11,279			10,292
Assets held for sale	1,307			—
Prepaid expenses and other current assets	38,302			36,438

Total current assets	410,883			426,107

Property, plant and equipment, net (Note 4)	106,122			103,999
Intangible assets, less accumulated amortization of $13,355 and $12,970 (Note 5)	102,585			102,826
Other assets and long-term receivables	24,236			18,193
Total assets	$	643,826		651,125

*Liabilities and Stockholders’ Equity (Deficit)*
Current liabilities:
Short-term debt (Note 6)	$	10,990		12,096
Current installments of long-term obligations (Note 6)	5,202			25,512
Accounts payable	135,948			135,340
Accrued interest	2,905			4,278
Accrued compensation and employee benefits	32,371			27,854
Accrued income taxes	22,549			17,086
Other accrued liabilities	53,236			55,311
Total current liabilities	263,201			277,477
Long-term obligations, less current installments (Note 6)	465,558			464,307
Deferred income taxes (Note 9)	24,529			23,404
Other non-current liabilities	89,751			85,188
Total liabilities	843,039			850,376
Minority interests in consolidated subsidiaries	25,468			23,023
Stockholders’ equity (deficit):
Preferred stock ($0.01 par value; 2,000,000 shares authorized; 0 and 11 convertible shares issued and outstanding at April 30, 2007 and January 31, 2007, respectively)	—			11
Common stock ($0.01 par value; 1,000,000,000 shares authorized; 742,032,974 and 742,006,783 shares issued and outstanding at April 30, 2007 and January 31, 2007, respectively)	7,420			7,420
Additional paid-in capital	571,135			570,182
Accumulated deficit	(745,665		)	(742,711	)
Accumulated other comprehensive loss	(57,571		)	(57,176	)
Total stockholders’ deficit	(224,681		)	(222,274	)
Commitments and contingencies (Notes 6, 8, 9, and 11)
Total liabilities and stockholders’ equity (deficit)	$	643,826		651,125

	April 30, 2006			January 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	95,687		85,448
Trade receivables, net of allowances for doubtful accounts of $7,572 and $7,213	121,765			113,528
Other receivables	1,765			2,056
Inventories (Note 3)	140,109			133,683
Deferred income tax assets	8,835			8,652
Assets held for sale (Note 4)	1,507			1,515
Prepaid expenses and other current assets	30,349			28,212
Total current assets	400,017			373,094
Property, plant and equipment, net (Note 5)	89,555			89,100
Intangible assets, less accumulated amortization of $38,569 and $38,389 (Note 6)	92,849			91,658
Other assets and long-term receivables	13,250			13,399
	$	595,671		567,251
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Short-term debt (Note 7)	$	9,337		9,396
Current installments of long-term obligations (Note 7)	678			1,048
Accounts payable	104,982			101,893
Accrued interest	8,015			4,055
Accrued compensation and employee benefits	27,831			25,539
Accrued income taxes	14,027			10,192
Other accrued expenses	45,862			43,641
Total current liabilities	210,732			195,764
Long-term obligations, less current installments (Note 7)	301,835			296,784
Deferred income tax liabilities	23,529			22,897
Other non-current liabilities	87,644			86,962
Total liabilities	623,740			602,407
Minority interests in consolidated subsidiaries	17,906			16,057
Stockholders’ equity (deficit) (Note 9):
Preferred stock ($0.01 par value; 2,000,000 shares authorized; 159,082 convertible shares issued and outstanding)	197,861			193,981
Common stock ($0.01 par value; 1,000,000,000 shares authorized; 227,159,626 shares issued and outstanding)	2,272			2,272
Additional paid-in capital	355,807			354,760
Accumulated deficit	(538,408		)	(539,420	)
Accumulated other comprehensive loss	(63,507		)	(62,806	)
Total stockholders’ deficit	(45,975		)	(51,213	)
Commitments and contingencies (Notes 7, 9, 10, 12 and 13)	$	595,671		567,251

See accompanying notes to consolidated financial statements

SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations for the three months ended April 30, 2007 and 2006

for the three months ended April 30, 2006 and 2005

(In thousands, except per share data)

	Three Months Ended April 30,
	2006			2005
	2007			2006
Net sales	$	~~240~~264,~~977~~695		~~232~~240,~~358~~977
Cost of goods sold	~~117~~124,~~746~~098			~~121~~117,~~314~~746
Gross profit	~~123~~140,~~231~~597			~~111~~123,~~044~~231
Selling, general and administrative expenses	~~102~~119,~~328~~512			88102,~~742~~328
Amortization of intangible assets	~~151~~356			~~144~~151
Asset impairment charge (Note 2)	~~1,623~~—			—1,623
Operating income	19,129			22,158
Provision for restructuring operation (Note 2)	1,302			—
Other income (expense):
Operating income	19,427			19,129
Interest income	571			336
Other income (expense):
Interest expense and amortization of debt issue costs and premium	(7,076		)	(7,829	)
Interest income	245			571
Other income (expense) —net (Note 8)	(1,079		)	(1,312	)
Interest expense and amortization of debt issue costs and premium	(8,530		)	(7,076	)
Income before income taxes and minority interests	11,545			13,353
Other income (expense) —net (Note 7)	(1,911		)	(1,079	)
Income tax expense	(6,049		)	(4,466	)
Income before income taxes, minority interests and cumulative effect of an accounting change	9,231			11,545
Minority interests in earnings of subsidiaries	(1,995		)	(1,385	)
Income tax expense	(8,717		)	(6,049	)
Income before cumulative effect of an accounting change	3,501			7,502
Minority interests in earnings of subsidiaries	(3,468		)	(1,995	)
Preferred stock dividends	(3,880		)	(3,602	)
Net income (loss) before cumulative effect of an accounting change	(2,954		)	3,501
Income (loss) to common stockholders before cumulative effect of an accounting change	(379		)	3,900
Cumulative effect of an accounting change	—			1,391
Cumulative effect of an accounting change (Note 9)	1,391			—
Net income (loss)	(2,954		)	4,892
Net income to common stockholders	$	1,012		3,900
Preferred stock dividends	—			(3,880	)
Weighted average common shares outstanding — basic	227,175			225,446
Net income (loss) to common stockholders	$	(2,954	)	1,012
Weighted average common shares outstanding — diluted	227,175			684,212
Weighted average common shares outstanding — basic and diluted	742,010			227,175
Income (loss) per share per common share — basic:
Net income (loss) per share per common share — basic and diluted:
Income (loss) to common stockholders before cumulative effect of an accounting change	$	—	*	0.02
Net income (loss) to common stockholders before cumulative effect of an accounting change	$	—	*	—	*
Cumulative effect of an accounting change (Note 9)	0.01			—
Cumulative effect of an accounting change	—			0.01
Net income to common stockholders	$	0.01		0.02
Net income (loss) to common stockholders	$	—	*	0.01
Net income (loss) per common share — diluted:
Income (loss) to common stockholders before cumulative effect of an accounting change	$	—	*	0.01
Cumulative effect of an accounting change (Note 9)	0.01			—
Net income to common stockholders	$	0.01		0.01

*Less than $(0.01) per share.

See accompanying notes to consolidated financial statements

SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statement of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the three months ended April 30, 2007

~~and Comprehensive Income~~ (~~Loss)~~In ~~for~~thousands, ~~the~~except ~~three months~~share ~~ended April 30, 2006~~data)

(In thousands)

	Preferred Stock			Common Stock	Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Comprehensive Income (Loss)
Balance, January 31, 2007	$	11		7,420	570,182	(742,711	)	(57,176	)
Net loss	—			—	—	(2,954	)	—		(2,954	)
Unrealized loss on cash flow hedges (net of income tax effect of $255)	—			—	—	—		(3,780	)	(3,780	)
Reclassification of loss on cash flow hedges to net loss (net of income tax effect of $309)	—			—	—	—		570		570
Foreign currency translation adjustment	—			—	—	—		1,698		1,698
Defined benefit plans:
Net prior service cost	—			—	—	—		(6	)	(6	)
Net actuarial gain	—			—	—	—		1,123		1,123
Comprehensive loss										(3,349	)
Stock compensation expense	—			—	942	—		—
Conversion of 11 shares of preferred stock to 26,191 shares of common stock	(11		)	—	11	—		—

Balance, April 30, 2007	$	—		7,420	571,135	(745,665	)	(57,571	)

	Preferred Stock		Common Stock	Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Comprehensive Income
Balance, February 1, 2006	$	193,981	2,272	354,760	(539,420)		(62,806)
Income before cumulative effect of an accounting change	—		—	—	3,501		—		3,501
Cumulative effect of change in accounting principle (Note 9)	—		—	—	1,391		—		1,391
Unrealized gain on cash flow hedges (net of income tax effect of $255)	—		—	—	—		557		557
Reclassification of income on cash flow hedges to net income (net of income tax effect of $309)	—		—	—	—		(595	)	(595	)
Foreign currency translation adjustment	—		—	—	—		(663	)	(663	)
Comprehensive income	—		—	—	—		—		4,191
Stock compensation expense	—		—	1,047	—		—
Preferred stock dividends	3,880		—	—	(3,880	)	—
Balance, April 30, 2006	$	197,861	2,272	355,807	(538,408	)	(63,507	)

See accompanying notes to consolidated financial statements

SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows for the three months ended April 30, 2007 and 2006

for the three months ended April 30, 2006 and 2005

(In thousands)

	Three Months Ended April 30,
	2006			2005
	2007			2006
Cash flows from operating activities:
Income before cumulative effect of an accounting change	$	3,501		7,502
Net income (loss) before cumulative effect of an accounting change	$	(2,954	)	3,501
Adjustments to reconcile income before cumulative effect of an accounting change to net cash provided by (used in) operating activities:
Adjustments to reconcile income (loss) before cumulative effect of an accounting change to net cash provided by (used in) operating activities:
Loss on disposition of assets held for sale and fixed assets, net	53			120
(Gain) loss on disposition of assets held for sale and fixed assets, net	(17		)	53
Depreciation and amortization of property, plant and equipment	5,~~135~~072			45,~~500~~135
Amortization and impairment of intangible assets	~~151~~356			~~144~~151
Amortization and write-off of debt issue costs and premium	~~599~~222			~~626~~599
Provision for doubtful accounts	~~225~~136			~~498~~225
Asset impairment charge	1,623			—
Provision for restructuring operations	1,302			—
Pension and other post retirement benefit plan losses, net	1,835			1,643
Asset impairment charge	—			1,623
Stock compensation expense	1,568			2,118
Pension and other post retirement benefit plan losses, net	333			1,835
Stock compensation expense	1,226			1,568
Changes in operating assets and liabilities:
Trade and other receivables	(612,~~567~~941		)	1(6,~~472~~567	)
Inventories	(57,~~019~~061		)	9(5,~~776~~019	)
Other current assets	(12,~~561~~798		)	(31,~~287~~561	)
Accounts payable and accrued liabilities	133,~~603~~467			513,~~263~~603
Other - net	(268		)	1,814
Contribution to U.S. defined benefit pension plan	(2,800		)	—
Net cash provided by operating activities	14,878			32,189
Other - net	988			(268	)
Net cash provided by (used in) operating activities	(1,347		)	14,878
Cash flows provided by (used in) investing activities:
Purchases of property, plant and equipment	(47,~~422~~633		)	(24,~~996~~422	)
Proceeds from sale of property and equipment and other assets	~~129~~131			~~14,160~~129
Other, net	(~~1,322~~131		)	(~~198~~1,322	)
Net cash provided by (used in) investing activities	(5,615		)	10,966
Net cash used in investing activities	(7,633		)	(5,615	)
Cash flows provided by (used in) financing activities:
Proceeds from (payments of) short-term debt - net	(321		)	(6,952	)
Payments of short-term debt - net	(1,734		)	(321	)
Borrowings (payments) on long-term obligations	23			403
Payments on long-term obligations	(20,286		)	—
Other, net	1,500			2,051
Borrowings on long-term obligations	1,163			23
Net cash provided by (used in) financing activities	1,202			(4,498	)
Other, net	2,449			1,500
Effect of exchange rate changes on cash and cash equivalents	(226		)	292
Net cash provided by (used in) financing activities	(18,408		)	1,202
Net increase in cash and cash equivalents	10,239			38,949
Effect of exchange rate changes on cash and cash equivalents	42			(226	)
Cash and cash equivalents, beginning of period	85,448			56,378
Net increase (decrease) in cash and cash equivalents	(27,346		)	10,239
Cash and cash equivalents, end of period	$	95,687		95,327
Cash and cash equivalents, beginning of period	78,548			85,448
Cash and cash equivalents, end of period	$	51,202		95,687
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	29,~~415~~721		2,~~662~~415
Cash paid during the period for income taxes	$	23,~~162~~145		12,~~550~~162
Non-cash transactions:
Conversion of 11 shares of preferred stock into 26,191 shares of common stock

See accompanying notes to consolidated financial statements

SAMSONITE CORPORATION AND SUBSIDIARIES

Unaudited Notes to Consolidated Financial Statements

Dollars and Euros in Thousands

1. General

A. Business

The principal activity of Samsonite Corporation and its subsidiaries (the “Company”) is the design, manufacture and distribution of luggage, business and computer bags, outdoor and casual bags, ~~and~~ and travel-related products throughout the world, primarily under the Samsonite® Black Label, Lambertson Truex®, Samsonite® and American Tourister® brand names and other owned and licensed brand names such as Lacoste® and Timberland®. The principal luggage customers of the Company are department/specialty retail stores, mass merchants, catalog showrooms and warehouse clubs. The Company also sells its luggage, casual bags, business cases and other products through its Company-operated retail stores.

B. Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. The accompanying unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and which, in the opinion of management, are necessary for a fair presentation of the financial position as of April 30, ~~2006~~2007 and results of operations for the three month periods ended April 30, ~~2006~~2007 and ~~2005~~ 2006. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2006~~2007.

C. Use of Estimates

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

D. Per Share Data

The Company computes both “basic” and “diluted” earnings per share information for inclusion in the consolidated financial statements. Basic earnings per share is computed by dividing net income (loss) to common stockholders by the weighted average number of common shares outstanding. For periods that have income available to common stockholders, diluted earnings per share is calculated by dividing net income before preferred stock dividends by the weighted average number of common shares outstanding increased for the potentially dilutive common shares issuable for stock options, warrants and convertible preferred stock.

Basic net loss per common share for the three months ended April 30, 2006 of less than $0.01 and basic net income per common share for the three months ended April 30, 2005 of $0.02 per share, are computed based on a weighted average number of shares of common stock outstanding during the period of 227,174,626 and 225,446,487, respectively. Earnings per share assuming dilution of $0.01 for the three months ended April 30, 2005 is computed based on diluted common shares of 684,211,531.

At April 30, 2006, antidilutive common stock equivalents include options to purchase 70,452,958 shares of common stock, warrants to purchase 15,515,892 shares of common stock at an exercise price of $0.75 per share, warrants to purchase 828,356 shares of common stock at $13.02 per share, and preferred stock convertible into 471,098,543 common shares.

At April 30, 2007, antidilutive common stock equivalents include options to purchase 71,991,852 shares of common stock, warrants to purchase 15,515,892 shares of common stock at an exercise price of $0.515 per share and warrants to purchase 1,061,012 shares of common stock at an exercise price of $10.17 per share. At April 30, 2006, antidilutive common stock equivalents include options to purchase 70,452,958 shares of common stock, warrants to purchase 15,515,892 shares of common stock at an exercise price of $0.75 per share, warrants to purchase 828,356 shares of common stock at an exercise price of $13.02 per share, and preferred stock convertible into 471,098,543 common shares.

E. Royalty Revenues

The Company licenses its brand names to certain unrelated third parties. Net sales include royalties earned of $23,~~993~~037 and $62,~~537~~993 for the three months ended April 30, ~~2006~~ 2007 and ~~2005~~2006, respectively. ~~Royalties earned during the three months ended April 30, 2005 include $3,223 from the sale of certain apparel trademark rights.~~

F. Derivative Financial Instruments

The Company measures all derivatives at fair value and recognizes them in the consolidated balance sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective ~~portions~~portion of changes in in fair value of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments and ineffective portions of hedges are recognized in earnings in the current period.

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

Net gains or losses on cash flow hedges are reclassified from other comprehensive income as the underlying hedged transactions occur. Net gains or losses on ~~interest~~ ~~rate~~ hedges ~~are recorded in interest expense when reclassified to earnings. Net gains or losses on hedges~~ of forecasted foreign currency transactions are reclassified to revenues or cost of sales depending on the type of transaction being hedged. At April 30, ~~2006~~ 2007, cash flow hedges for forecasted foreign currency transactions extend through March ~~2007~~2008. The estimated amount of net gains from interest rate and foreign currency hedges expected to be reclassified into earnings within the next twelve months is $~~485~~818. The amount ultimately reclassified into earnings will be dependent on the effect of changes in interest rates and currency exchange rates as derivative agreements mature.

2. Asset Impairment and Provision for Restructuring Operations

On May 19, 2006, the Company announced that its European subsidiary’s softside manufacturing plant in Samorin, Slovakia would be closed by approximately June 30, 2006. The closure is a result of the Company’s continuing consolidation of its softside manufacturing capacities from Company-owned and operated facilities to the sourcing of manufactured products from third-party manufacturers. The Company recorded an impairment charge of $1,623 in connection with the real estate and equipment associated with this plant based on the estimated fair value of the assets. The Company also expects that it will incur total cash restructuring charges of approximately $3,200 to $3,800 during the second and third quarters of fiscal 2007 for employee termination charges for approximately 360 employees and other costs to close the facility. No restructuring charges were recorded during the first quarter of fiscal year 2007.

The following is a summary of restructuring accruals by segment for the three months ended April 30, 2006:

	Balance at January 31, 2006		Additions (Reversals)	Payments		Exchange Rate and Other	Balance at April 30, 2006
North America	$	132	—	(26	)	47	153
Europe	1,668		—	—		21	1,689
	$	1,800	—	(26	)	68	1,842

2. Asset Impairment and Provision for Restructuring Operations

On May 31, 2006, the Company announced that it would close the Company’s Denver, Colorado facilities, consolidate its corporate functions in its Mansfield, Massachusetts office and relocate its Denver distribution functions to the southeast region of the U.S. The Company expects the consolidation and relocation to be completed by approximately June 30, 2008. In connection with the consolidation and relocation, the Company expects to incur severance and retention costs of approximately $3,700 relating to approximately 210 employees who will be affected by the relocation and consolidation. The severance and retention costs are being accrued monthly over the expected period employees must remain employed in order to receive severance and retention benefits. During the first quarter of fiscal 2008, severance and retention benefits of $1,302 were accrued as a provision for restructuring operations.

During the three months ended April 30, 2006, the Company recorded an impairment charge of $1,623 in connection with the closure of its Samorin, Slovakia manufacturing plant which was completed on June 30, 2006.

The following is a summary of restructuring accruals by segment for the three months ended April 30, 2007:

	Balance at January 31, 2007		Additions (Reversals)	Payments		Exchange Rate and Other	Balance at April 30, 2007
North America	$	2,487	1,302	(803	)	—	2,986
Europe	1,513		—	—		104	1,617
	$	4,000	1,302	(803	)	104	4,603

3. Inventories

Inventories consisted of the following:

	April 30, 2006		January 31, 2006
	April 30, 2007		January 31, 2007
Raw Materials	$	129,~~825~~268	1211,~~494~~312
Work in Process	32,~~335~~723		2,~~877~~384
Finished Goods	~~123~~147,~~949~~909		~~118~~152,~~312~~071
	$	~~140~~159,~~109~~900	~~133~~165,~~683~~767

4. Assets Held for Sale

Assets held for sale consisted of the following:

	April 30, 2006		January 31, 2006
Stratford, Canada (a)	$	1,507	1,515
	$	1,507	1,515

(a) The Company decided to sell its facility in Stratford, Canada and lease back part of the facility and has classified the net book value of the facility to assets held for sale. The sale was completed in the second quarter of fiscal year 2007 for a sales price of approximately $6,300.

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	April 30, 2006			January 31, 2006
Land	$	6,208		6,114
Buildings	57,784			56,963
Machinery, equipment and other	122,006			118,689
Computer software	21,206			19,910
	207,204			201,676
Less accumulated amortization and depreciation	(117,649		)	(112,576	)
	$	89,555		89,100

64. ~~Intangible~~Property, ~~Assets~~Plant and Equipment

~~Intangible assets at April 30~~Property, ~~2006~~ plant and ~~January 31,~~equipment ~~2006~~ consisted of the following:

	April 30, 2006						January 31, 2006
	April 30, 2007			January 31, 2007
	Gross			Accumulated Amortization		Net	Gross	Accumulated Amortization		Net
Land	$	5,872		6,596
Intangibles subject to amortization
Buildings	60,044			58,870
Licenses	$	7,762		(7,762	)	—	7,762	(7,762	)	—
Machinery, equipment, leasehold improvements and other	145,020			140,229
Patents, trademarks and other	7,868			(4,936	)	2,932	6,979	(4,756	)	2,223
Computer software	24,456			23,587
Unamortized prior service cost	1,609			—		1,609	1,609	—		1,609
	235,392			229,282
	17,239			(12,698	)	4,541	16,350	(12,518	)	3,832
Less accumulated amortization and depreciation	(129,270		)	(125,283	)
Intangibles not subject to amortization
	$	106,122		103,999
Tradenames	106,998			(22,855	)	84,143	106,998	(22,855	)	84,143
Goodwill	7,181			(3,016	)	4,165	6,699	(3,016	)	3,683
	114,179			(25,871	)	88,308	113,697	(25,871	)	87,826
Total	$	131,418		(38,569	)	92,849	130,047	(38,389	)	91,658

~~There were no significant acquisitions of intangibles assets for the three months ended April 30, 2006~~5. Intangible Changes in the exchange rate between the U.S. dollar and other foreign currencies, primarily the euro, can affect the reported gross and net book value of the Company’s intangible assets. Amortization expense (not including impairment provisions) for intangible assets for the three months ended April 30, 2006 and 2005 was $151 and $144, respectively. Future amortization expense for the net carrying amount of intangible assets at April 30, 2006 is estimated to be $562 for the remainder of fiscal 2007, $677 in fiscal 2008, $667 in fiscal 2009, $65 in fiscal 2010 and $961 beyond fiscal 2010.Assets

~~7. Debt~~Intangible assets at April 30, 2007 and January 31, 2007 consisted of the following:

	April 30, 2007						January 31, 2007
	Gross		Accumulated Amortization		Net		Gross	Accumulated Amortization		Net
Intangibles subject to amortization
Licenses	$	8,131	(7,900	)	231		8,131	(7,854	)	277
Patents, trademarks and other	9,848		(4,418	)	5,430		9,839	(4,135	)	5,704
Leasehold rights	1,466		(1,037	)	429		1,370	(981	)	389
	19,445		(13,355	)	6,090		19,340	(12,970	)	6,370
Intangibles not subject to amortization
Tradenames					84,143					84,143
Goodwill					12,352					12,313
					96,495					96,456
Total					$	102,585				$	102,826

There were no significant acquisitions of intangibles assets for the three months ended April 30, 2007. Changes in the exchange rate between the U.S. dollar and other foreign currencies, primarily the euro, can affect the reported gross and net book value of the Company’s intangible assets. Amortization expense (not including impairment provisions) for intangible assets for the three months ended April 30, 2007 and 2006 was $356 and $151, respectively. Future amortization expense for the net carrying amount of intangible assets at April 30, 2007 is estimated to be $1,120 for the remainder of fiscal 2008, $1,316 in fiscal 2009, $540 in fiscal 2010, $458 in fiscal 2011 and $2,656 beyond fiscal 2011.

6. Debt

Debt consisted of the following:

	April 30, 2006			January 31, 2006
	April 30, 2007			January 31, 2007
Senior credit facility (a)	$	—466,875		—468,000
Floating rate senior notes (b)	~~126,160~~—			~~121~~19,~~520~~120
8 7/8% senior subordinated notes (b)	174,925			174,925
8 7/8% senior subordinated notes	260			260
Other obligations (c)	1014,~~253~~016			1013,~~744~~907
Capital lease obligations	~~512~~599			39628
	311,850			307,228
	481,750			501,915
Less short-term debt and current installments	(1016,~~015~~192		)	(1037,~~444~~608	)
	$	~~301~~465,~~835~~558		~~296~~464,~~784~~307

(a) Senior Credit Facility

The ~~Company’s~~senior credit facility (the “Senior Credit Facility”) consists of a ~~multi~~$450,000 ~~currency~~senior secured term loan facility (“Term Loan Facility”) and an $80,000 senior secured revolving credit facility ~~allocated~~(“Revolving ~~to Samsonite~~Credit ~~Corporation~~Facility”), ~~and~~including ~~Samsonite~~a ~~Europe~~letter Nof credit sub-facility.V. inThe ~~the~~Term ~~amounts~~Loan Facility consists of a $35450,000 ~~and~~loan borrowed ~~€22~~by the Company,~~026~~ which expires on December 20, 2013. In certain circumstances, ~~respectively~~the Company may elect to request an additional term loan commitment under the Senior Credit Facility of up to $200,000. The ~~revolving~~Term ~~credit~~Loan ~~facility~~Facility ~~matures~~requires principal repayments in the amount of $1,125 on ~~July~~March 31, ~~2007~~June 30, September 30 and December 31 of each year with such payments ending on September 30, 2013, and $419,625 due on December 20, 2013.

The Revolving Credit Facility consists of a portion which may be borrowed by the Company in U.S. dollars, ~~portion~~euros ofor sterling totaling the ~~revolving~~U.S. ~~credit~~dollar ~~facility~~equivalent isof $50,000 and a ~~borrowing~~portion ~~base~~which ~~facility~~may ~~under~~be ~~which~~borrowed ~~borrowings~~by ~~are~~the ~~limited~~Company’s toEuropean asubsidiary ~~percentage~~in ofeuros or ~~eligible~~sterling ~~U.S.~~totaling ~~inventory~~the ~~and~~euro ~~accounts~~equivalent ~~receivable~~of up€22,700 (equivalent to a$30,978 ~~maximum~~on April ~~of $35~~30,~~000~~ 2007). AtThe ~~April~~Revolving Credit Facility expires on December 3020, ~~2006,~~2012. ~~$34,680~~As of ~~this~~April ~~portion~~30, of2007, ~~the~~there ~~facility~~ was ~~available~~$18,000 ~~for~~borrowed ~~borrowing;~~by the Company ~~had~~under the Revolving Credit Facility and $46,~~595~~500 of letters of credit ~~outstanding~~issued. ~~under~~The ~~the~~Company entered ~~U.S.~~into ~~portion~~a ~~of the~~variable ~~revolving~~to ~~credit~~fixed ~~facility~~interest ~~which~~rate ~~reduced~~swap ~~the~~agreement ~~net~~effective March 21, ~~availability~~2007 onwith ~~the~~a ~~U.S. facility~~notional toamount of $30225,~~085~~000, a pay rate of 5.192% and ~~Borrowing~~a ~~availability~~receive ~~under~~rate based on the ~~European~~three ~~portion~~month ofLIBOR ~~the~~rate. The swap agreement has ~~revolving~~a ~~credit~~five-year ~~facility~~term isand ~~determined~~can ~~monthly~~be ~~based~~canceled ~~upon~~after aone ~~ratio~~year at the option of ~~European~~the other ~~debt~~party to ~~European~~the ~~earnings~~swap ~~before~~agreement. ~~interest,~~The ~~taxes,~~rate ~~depreciation~~the ~~and~~Company ~~amortization. At~~receives ~~April 30,~~reprices every three months.

10The Senior Credit Facility contains financial and other covenants that, among other things, limit the Company’s ability to engage in transactions with its affiliates, incur any additional debt outside of the Senior Credit Facility, create new liens on any property, make acquisitions, participate in certain mergers, consolidations, acquisitions, liquidations, asset sales, investments, or make distributions or cash dividend payments to its equity holders. The Company was in compliance with such covenants as of April 30, 2007.

2006, the entire European facility was available.

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

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

The revolving credit facility contains financial and other covenants that, among other things, limit the Company’s ability to draw down the full amount of the revolving credit facility, engage in transactions with its affiliates, make acquisitions, participate in certain mergers, or make distributions or cash dividend payments to its equity holders or with respect to its subordinated debt. The Company was in compliance with such covenants as of April 30, 2006.

(b) Senior Notes and Senior Subordinated Notes

~~The~~On ~~floating rate senior notes have a principal amount of €100.0 million ($126,160 at April~~February ~~30, 2006) and are due June~~ 1, ~~2010.~~2007 ~~Interest~~the isCompany ~~payable~~retired ~~quarterly~~the ~~on March 1~~$19,120 ~~June 1, September 1 and December 1~~ of ~~each~~Floating ~~year~~Rate atSenior ~~Euribor~~Notes ~~plus~~which ~~4.375%. At April 30, 2006, interest was~~were ~~payable~~outstanding ~~on the floating senior rate notes~~ at ~~7.032%.~~January ~~The notes are redeemable on or after June 1~~30, ~~2006~~2007 atand ~~redemption~~paid ~~prices~~premiums ~~ranging from 102.0% to 100.0%~~ of ~~the~~$381 ~~principal amount depending on the redemption date, plus accrued interest. Upon a change of control of the Company as defined~~ in ~~the~~connection ~~indenture,~~with the ~~Company must make an offer to redeem the notes at 101~~transaction.~~0% of the principal amount, plus accrued interest. The floating rate notes are unsecured and rank equally with all existing and future senior debt.~~

The 8 7/8% senior subordinated notes are due June 1, 2011. Interest is payable semi-annually on June 1 and December 1 of each year. The 8 7/8% notes are redeemable on or after June 1, 2008 at redemption prices ranging from 104.438% to 100.0% of the principal amount depending on the redemption date, plus accrued interest. Upon a change of control as defined in the indenture, the Company must make an offer to redeem the notes at 101.0% of the principal amount, plus accrued interest. The 8 7/8% notes are unsecured and rank subordinate to existing and future senior debt, including indebtedness under the senior credit facility, and rank equally with existing and future senior subordinated debt.

The indentures under which the floating rate senior notes and the 8 7/8% senior subordinated notes were issued contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indenture) to incur indebtedness, pay dividends and make certain other distributions, issue capital stock, make investments, repurchase stock, create liens, enter into transactions with affiliates, create dividend or other payment restrictions affecting restricted subsidiaries, merge or consolidate, and transfer or sell assets. The Company was in compliance with such covenants as of April 30, 2006.

As of April 30, ~~2006~~ 2007, other obligations consist of various notes payable to banks by foreign subsidiaries. The ~~obligations bear interest at varying rates and mature through 2006.~~

~~8. Other~~obligations ~~Income~~bear ~~(Expense)—Net~~interest at varying rates and mature through 2008.

7. Other Income (Expense)—Net

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

	Three Months Ended April 30,
	2006			2005
	2007			2006
Net gain from foreign currency forward delivery contracts	$	—(57	)	~~170~~—
Gain (loss) on disposition of fixed assets, net	~~(53~~17		)	(~~120~~53	)
Foreign currency transaction gains (losses), net	~~330~~(391		)	~~(289~~330	)
Pension expense (a)	(~~1,018~~629		)	(~~703~~1,018	)
Other, net	(338		)	(370	)
Premium on bond redemption	(381		)	—
	$	(1,079	)	(1,312	)
Other, net	(470		)	(338	)
	$	(1,911	)	(1,079	)

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

98. ~~Employee~~Pension ~~Stock~~and ~~Options~~Other Employee Benefits

The ~~Company~~ ~~has~~components ~~adopted Statement~~ of ~~Financial Accounting Standards (SFAS) 123~~net ~~(revised~~periodic ~~2004),~~benefit ~~Share-Based~~cost ~~Payment (SFAS~~related ~~123R),~~to ~~on February 1, 2006, using the modified prospective method~~U. ~~Among other things SFAS 123R requires expensing the fair value of stock options, a previously optional accounting method~~S. ~~Under~~pension ~~the~~and ~~modified~~postretirement ~~prospective~~costs ~~method, compensation~~include ~~cost for stock options not vested as of February 1, 2006 will be recognized based on~~ the grant-date fair value calculated for pro forma disclosure under the unrevised Statement of Financial Accounting Standards 123. In accordance with 123R, the cumulative effect of the $1,391 difference between the fair value of liability classified stock awards for deferred compensation agreements under 123R and the intrinsic value method previously used for the awards was recorded as a cumulative effect of a change in accounting principle at February 1, 2006.following:

1995 and 1999 Stock Option and Incentive Award Plans

	Pension Benefits						Other Postretirement Benefits
	Quarter Ended April 30,
	2007			2006			2007		2006
Service cost	$	395		406			107		133
Interest cost	3,137			3,010			226		221
Expected return on plan assets	(3,447		)	(3,345		)	—		—
Amortization of prior service cost	61			65			(67	)	(67	)
Amortization of the net (gain) loss	1,192			1,197			(69	)	(51	)
Net periodic benefit cost	$	1,338		$	1,333		197		236

The ~~1995~~Company ~~Stock~~expects ~~Option and Incentive Award Plan (as~~to ~~Amended~~make ~~in 1996) (“the 1995 Plan”) reserves 2~~$15,~~550,000~~600 ~~shares~~in ~~for~~contributions ~~the issuance of options as determined by the compensation committee of the Board of Directors, but pursuant~~ to its ~~terms~~funded nopension ~~further~~plans ~~options~~in ~~may~~fiscal ~~be granted under such plan after October 18, 2005~~2008. The ~~1995 Plan provides for the issuance~~ ofCompany aexpects ~~variety~~to ofmake ~~awards,~~approximately ~~including~~$900 ~~tax qualified incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards or other forms~~ of ~~awards~~benefit ~~consistent~~payments ~~with~~attributable ~~the purposes of the 1995 Plan. Incentive~~to ~~stock~~its ~~options~~unfunded ~~must~~postretirement bepension ~~issued~~plans atin ~~exercise~~fiscal ~~prices no less than the market value of the common stock at the date of the grant~~2008. Nonqualified stock options may be granted at option prices at or below the market value, but not at less than 50% of the market value of the common stock at the date of the grant. Options granted under the 1995 Plan may vest over a period of not more than ten years as determined by the compensation committee. At April 30, 2006, all awards under the 1995 Plan were nonqualified stock options.

The FY 1999 Stock Option and Incentive Award Plan (the “1999 Plan”) has 95 million shares reserved for the issuance of a variety of awards, including tax qualified incentive stock options, nonqualified stock options and shares issued under deferred compensation plans, stock appreciation rights, restricted stock awards or other forms of awards consistent with the purposes of the 1999 Plan9. Income ~~As of April 30, 2006, awards under the 1999 Plan were for either nonqualified stock options or for deferred compensation arrangements.~~Taxes

~~The Company~~As ~~has~~of ~~issued~~February ~~different~~1, ~~types~~2007, ofthe ~~stock-based~~Company ~~compensation~~adopted ~~awards including~~Financial ~~in-the-money~~Interpretation ~~options,~~No. 48 ~~at-the-money~~(“FIN ~~options~~48”), ~~and~~Accounting for ~~deferred~~Uncertainty ~~compensation~~in ~~awards payable~~Income inTaxes-an ~~shares~~interpretation of ~~common~~Financial ~~stock~~Accounting Standards orBoard ~~cash~~Statement atNo. 109 ~~the~~(“SFAS ~~Company’s discretion~~109”). ~~The~~This ~~vesting~~Interpretation ofclarifies ~~certain of~~ the ~~options~~accounting ~~was~~for ~~subject~~uncertainty toin ~~performance~~income ~~criteria, all of which~~taxes ~~have~~recognized ~~been~~in ~~satisfied.~~accordance ~~All stock option grants must be approved by the Compensation Committee of the Company’s Board of Directors.~~with

ASFAS ~~comparison~~No. 109, Accounting for Income Taxes. The Interpretation prescribes a two-step process to determine the amount of ~~reported~~tax benefit ~~net~~to ~~earnings~~be ~~for~~recognized. First, the ~~three~~tax ~~months~~position ~~ended~~must ~~April 30~~be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax ~~2006~~position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon effective settlement. The Interpretation also provides guidance on derecognition, classification, interest and ~~2005~~penalties, accounting in interim periods, disclosure and ~~pro-forma~~transition. ~~net~~As ~~earnings~~a ~~for~~result of the ~~three~~implementation, ~~months ended~~the Company has made no change to reserves for uncertain tax positions. As of April 30, ~~2005~~2007, ~~including~~the ~~effects~~Company had approximately $29,200 of ~~expensing~~total gross unrecognized tax benefits. Because of valuation allowances provided for certain deferred tax assets related to net operating losses, recognition of approximately $25,000 of the ~~fair~~total ~~value~~gross unrecognized tax benefits may not favorably affect the effective tax rate in future periods. It is reasonably possible that a number of ~~stock~~uncertainties could be resolved and result in the recognition of tax ~~options~~benefits within the next 12 months; however, ~~follows:~~the resolution of these matters over the next twelve months is not expected to have a material effect on the Company’s financial condition, results of operations or liquidity.

	Three months ended April 30,
	2006			2005
Net income (loss) before cumulative effect of an accounting change, as reported	$	(379	)	3,900
Net income to common stockholders, as reported	$	1,012		3,900
Income (loss) per common share - basic, as reported:
Income (loss) per share before cumulative effect of an accounting change	$	—	*	0.02
Cumulative effect of an accounting change	0.01			—
Net income to common stockholders	$	0.01		0.02
Income (loss) per common share - diluted, as reported:
Income (loss) per share before cumulative effect of an accounting change	$	—	*	0.01
Cumulative effect of an accounting change	0.01			—
Net income to common stockholders	$	0.01		0.01
Share based compensation expense included in net income (loss)	$	1,568		2,118
Pro-forma effects (a):
Share based compensation expense, on a pro-forma basis				$	3,144
Net income to common stockholders, on a pro-forma basis				$	2,874
Net income to common stockholders per share, on a pro-forma basis:
Basic				$	0.01
Diluted				$	0.01

The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and multiple state and foreign jurisdictions. The following table describes the earliest year still subject to income tax examination for the Company’s most significant jurisdictions:

*Less than $(0.01) per share

Jurisdiction		Earliest Year Still Subject to Examination
U.S. Federal		1993
Belgium		2005
Canada		2002
China		2002
France		2004
Germany		2002
Hong Kong		2000
Hungary		2002
India		2001
Italy		2002
Korea		2002
Japan		2004
Mexico		2002
Slovakia		2002
Spain		2002
Switzerland		2006
United Kingdom		2005

(State income tax returns are generally subject to examination for a~~) As~~ ifperiod of 3 to 5 years after filing of the respective ~~Company~~return. The ~~applied~~state ~~the~~impact ~~fair~~of ~~value~~any ~~based~~federal changes ~~method~~remains subject to ~~expense~~examination ~~stock~~by ~~options~~various states for ~~the~~a period of up to ~~three~~two ~~months~~years ~~ended~~after ~~April 30,~~formal ~~2005~~notification to the states.

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at February 1, 2006	69,975,758	$	0.69
Granted	750,000	0.93
Exercised	(15,000)	0.67
Expired	(17,800)	6.46
Forfeited	(240,000)	0.53
Outstanding at April 30, 2006	70,452,958	$	0.70	8.4	$	26,298
Exercisable at April 30, 2006	20,371,708	$	0.86	8.0	$	7,009

The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense. As of April 30, 2007, the Company had $300 of accrued interest and penalties.

The fair value of each stock option grant is measured at the date of grant using a Black-Scholes option-pricing model. The weighted-average grant-date fair value of options granted during the three months ended April 30, 2006 and 2005, was $0.48 and $0.34, respectively. The following assumptions were used in arriving at the fair value of options granted during the three months ended April 30, 2006 and 2005: risk-free interest rates of 5.09% and 3.75%; no dividend yield; expected volatility factors of 51.69% and 52.09%; and expected lives of 4-5 years. The risk free interest rate is based on the rate for a U.S. Treasury Strip with a term comparable to the expected term of the option. Expected volatility is based on historical volatility of our stock. The expected option life is based on historical experience of employee exercise behavior.

As of April 30, 2006, there was $18,350 of total unrecognized compensation cost related to nonvested options. That cost is expected to be recognized over an average of approximately 4 years.

~~10. Pension~~During the three months ended April 30, 2007 and ~~Other~~2006, the ~~Employee~~Company ~~Benefits~~paid income taxes, net of refunds received, of $3,145 and $2,162, respectively.

~~The components of net period benefit cost related to U~~10.S. Segment ~~pension and postretirement costs include the following:~~Information

	Pension Benefits					Other Postretirement Benefits
	Quarter Ended April 30,
	2006			2005		2006		2005
Service cost	$	406		420		133		79
Interest cost	3,010			3,056		221		217
Expected return on plan assets	(3,345		)	(3,325	)	—		—
Amortization of prior service cost	65			61		(67	)	(67	)
Amortization of the net (gain) loss	1,197			1,207		(51	)	(71	)
Net periodic benefit cost	$	1,333		1,419		236		158

The Company’s operations consist of the manufacture and distribution of luggage, business and computer cases, outdoor casual bags, and travel-related products and licensing of the Company’s brand names. Management of the business and evaluation of operating results is organized primarily along geographic lines dividing responsibility for the Company’s operations as follows: (i) ”Europe”, which includes operations in Western and Eastern European countries; (ii) ”North America”, which includes operations in the United States and Canada; (iii) ”Latin America”, which includes operations in Mexico, Brazil, Argentina and Uruguay; (iv) ”Asia”, which includes operations in India, China, Singapore, South Korea, Taiwan, Malaysia, Japan, Hong Kong, Thailand and Australia; and (v) ”Other” which primarily includes certain licensing activities from luggage and non-luggage brand names owned by the Company and Corporate headquarters overhead.

The Company ~~expects~~evaluates tothe ~~contribute~~performance ~~approximately~~of ~~$1,000~~its tosegments ~~its~~based ~~unfunded~~on operating income of ~~postretirement~~the ~~pension~~respective ~~plans~~business ~~fiscal~~units. ~~2007~~Intersegment sales prices are market based.

~~11.~~ Segment ~~Information~~information for the three months ended April 30, 2007 and 2006 is as follows:

The Company’s operations consist of the manufacture and distribution of luggage, business and computer cases, outdoor casual bags, and travel-related products and licensing of the Company’s brand names. Management of the business and evaluation of operating results is organized primarily along geographic lines dividing responsibility for the Company’s operations as follows: (i) “Europe” which includes operations in Western and Eastern European countries; (ii) “North America”, which includes operations in the United States and Canada; (iii) “Latin America”, which includes operations in Mexico, Brazil, Argentina and Uruguay; (iv) “Asia”, which includes operations in India, China, Singapore, South Korea, Taiwan, Malaysia and Japan; and (v) “Other” which primarily includes certain licensing activities from luggage and non-luggage brand names owned by the Company and Corporate headquarters overhead.

	Europe		North America		Latin America	Asia	Corporate and Other (b)		Eliminations		Totals
2007
Revenues from external customers	$	117,390	75,949		13,496	54,823	3,037		—		264,695
Intersegment revenues	$	1,694	51		30	5,291	—		(7,066	)	—
Operating income (loss)(a)	$	18,853	(1,652	)	1,876	11,808	(11,642	)	184		19,427
Total assets	$	271,396	116,011		41,229	111,827	262,320		(158,957	)	643,826
2006
Revenues from external customers	$	102,898	85,314		10,614	39,238	2,913		—		240,977
Intersegment revenues	$	1,165	62		—	6,040	—		(7,267	)	—
Operating income (loss)(a)	$	11,896	4,757		1,384	8,547	(6,907	)	(548	)	19,129
Total assets	$	253,240	100,675		32,284	76,627	289,808		(156,963	)	595,671

~~The~~(a) Operating ~~Company~~income ~~evaluates~~(loss) ~~the~~represents ~~performance~~net ofsales ~~its~~less ~~segments~~operating ~~based~~expenses. onIn computing operating income (loss) none of the ~~respective~~ ~~business~~following ~~units.~~items ~~Intersegment~~have ~~sales~~been ~~prices~~added ~~are market based. Certain~~or ~~fiscal~~deducted: ~~2006~~interest ~~data~~income, ~~has~~interest ~~been~~expense, ~~reclassified~~other toincome ~~conform~~(expense)—net, toincome taxes ~~the~~and ~~fiscal~~minority ~~2007 presentation~~interest.

(b) Includes general corporate expenses.

11. Litigation, Commitments and Contingencies

Henin-Beaumont Litigation

Samsonite Europe N.V. and Samsonite SAS, which are wholly owned subsidiaries of the Company, are defendants in a lawsuit (the “H-B 1 Action”) filed in France in November 2006 related to the sale of the Henin-Beaumont, France facility (the “H-B site”). See Note 4 to the

~~Segment~~consolidated ~~information~~financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2007 for a description of the ~~three~~H-B site sale. The HB ~~months~~Group ~~ended~~and Energyplast are also defendants in the lawsuit. The plaintiff, Workers Council Energyplast (“Workers Council”), seeks to cancel the sale of the H-B site on the grounds that it was fraudulent, because it was allegedly designed to circumvent labor law rules regarding economic dismissals. On March 13, 2007, the Tribunal de Grande Instance in Paris dismissed the claim on the procedural grounds of lack of standing of the Workers Council. Counsel for the Workers Council appealed the dismissal on April 30 11, ~~2006~~2007. The ~~and~~appeal ~~2005~~was isheard asby the Court of Appeal ~~follows:~~in Paris on June 7, 2007. The Court of Appeal is expected to render its decision in July 2007.

	Europe		North America	Latin America	Asia	Corporate and Other (b)		Eliminations		Totals
2006
Revenues from external customers	$	102,898	85,314	10,614	39,238	2,913		—		240,977
Intersegment revenues	$	1,165	62	—	6,040	—		(7,267	)	—
Operating income (loss)(a)	$	11,896	4,757	1,384	8,547	(6,907	)	(548	)	19,129
Total assets	$	253,240	100,675	32,284	76,627	289,808		(156,963	)	595,671
2005
Revenues from external customers	$	105,051	82,059	9,177	29,626	6,445		—		232,358
Intersegment revenues	$	808	6,002	—	2,265	—		(9,075	)	—
Operating income (loss)(a)	$	14,630	4,125	1,217	5,213	(7,782	)	4,755		22,158
Total assets	$	250,022	96,800	31,362	60,429	290,797		(158,666	)	570,744

On May 16, 2007 a lawsuit (the “H-B 2 Action”) was filed by the CGT (a French Union) against Samsonite SAS, seeking to cancel the contribution by Samsonite SAS of the H-B site into Energyplast (then Artois Plasturgie, a subsidiary of Samsonite SAS), the subsequent sale of the shares of Energyplast, and the related agreements, on the same grounds as the H-B 1 Action. The action names as co-defendants Samsonite Europe NV, Samsonite Corporation, Bain Capital, Ares Corporate Opportunities Fund, Ontario Teachers’ Pension Plan Board, Energyplast, the HB Group and SCP BTSG (the receiver appointed in the Energyplast bankruptcy), and is expected to be heard by the Tribunal de Grande Instance in Paris in June 2007.

~~(a) Operating~~In May 2007, Samsonite ~~income~~received ~~(loss)~~a ~~represents~~letter ~~net~~from ~~sales~~the ~~less~~Conseil ~~operating~~du ~~expenses.~~Prud’ InHommes ~~computing~~employment tribunal in Lens, ~~operating~~France ~~income~~notifying ~~(loss)~~us ~~none~~that ofa lawsuit (the ~~following~~“H-B ~~items~~3 ~~have~~Action”) had been ~~added~~filed oragainst ~~deducted:~~Samsonite ~~interest income~~SAS, ~~interest~~Samsonite ~~expense~~Europe NV, ~~other~~Samsonite ~~income~~Corporation, ~~(expense)—net~~Bain Capital, ~~income~~Ares ~~taxes~~Corporate Opportunities Fund, Ontario Teachers’ Pension Plan Board, Energyplast, HB Group, CGEA IDF OUEST and ~~minority~~SCP BTSG ~~interest~~by six former executives of Energyplast in such tribunal. The ~~General~~plaintiffs ~~corporate~~in ~~expenses~~this ~~and~~action ~~amortization~~allege wrongful termination by Energyplast following the sale of the H-B site, and claim ~~intangibles~~damages ~~are~~of ~~included~~approximately inEuro 1,500 (approximately $2,000). The tribunal is expected to hear the ~~other~~matter ~~operations~~in ~~segment~~October 2007.

Also in May 2007, Samsonite learned that another lawsuit (bthe “H-B 4 Action”) had been filed against Samsonite SAS, Samsonite Europe NV, Samsonite Corporation, Bain Capital, Ares Corporate Opportunities Fund and Ontario Teachers’ Pension Plan Board by 170 non-management employees of Energyplast in the Prud’Hommes employment tribunal in Lens, France. The plaintiffs in this action allege wrongful termination by Energyplast following the sale of the H-B site, and ~~Other~~claim ~~includes~~damages ~~general~~of ~~corporate~~approximately ~~expenses~~Euro 14,900 (approximately $20,000).

~~12. Litigation~~The Company believes that the appeal of the Court’s decision in the H-B 1 Action, ~~Commitments~~as well as each of the H-B 2 Action, the H-B 3 Action and ~~Contingencies~~the H-B 4 Action, are without merit and intends to vigorously defend its position in each such matter; however, an unfavorable resolution of any of these matters could have a material adverse effect on the Company’s financial position and results of operations, which the Company is unable to estimate at this time.

~~The~~Employment Company is a party to various 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.Matter

13The Company recently received a complaint from its former Chief Marketing Officer alleging that her dismissal by the Company was a breach of contract and that she was unfairly dismissed by the Company in contravention of the U. ~~Subsequent~~K. ~~Events~~Employment Act of 2002. The Company has conducted a review of the former employee’s allegations and believes that they are without merit. The Company intends to vigorously defend its position in this matter. In addition, the Company does not believe that the outcome of the matter will have a material adverse effect on its financial condition, results of operations or cash flows.

On May 19, 2006, the Company announced that its European subsidiary’s softside manufacturing plant in Samorin, Slovakia would be closed by approximately June 30, 2006. The closure is a result of the Company’s continuing consolidation of its softside manufacturing capacities from Company-owned and operated facilities to the sourcing of manufactured products from third-party manufacturers. The Company recorded an impairment charge of $1,623 in connection with the real estate and equipment associated with this plant based on the estimated fair value of the assets. The Company also expects that it will incur total cash restructuring charges of approximately $3.2 million to $3.8 million during the second and third quarters of fiscal 2007 for employee termination charges for approximately 360 employees and other costs to close the facility.

On May 31, 2006, the Company announced that it will close its Denver, Colorado facilities where certain administrative and distribution operations are located. The administrative and corporate functions will be consolidated in the Company’s Mansfield, MA offices and the distribution operations will be relocated to the Southeast United States. The Company expects that the consolidation and relocation of all functions of the Denver facility will be completed by December 31, 2007. Related to this action, the Company expects to incur and accrue severance and retention costs over the period from June 1, 2006 through December 31, 2007 of approximately $3.7 million related to approximately 265 employees. In addition the Company expects that it will incur approximately $3.0 million of costs for new employee training, employee relocation and recruiting, and expenses of moving inventory and distribution systems. These costs will be expensed as incurred.

Other Matters

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

12. Subsequent Event — Acquisition of Chilean Luggage Distributor

On June 12, 2007, the Company’s wholly owned subsidiary, SC Acquisition S.A., entered into an agreement to acquire 85% of the operations of the Traveller Group, which distributes luggage, bags, backpacks, travel accessories and other related items in Chile under its Saxoline, Extreme, Chic and other trademarks. The Company made a $7,000 payment into escrow upon the signing of the purchase agreement and anticipates the total purchase price will be approximately $47,000 (including assumed debt) which will be financed through an increase in the term loan commitment under the Senior Credit Facility (see Note 6). The acquisition is expected to be completed in July 2007.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors and events affecting results of operations and the financial condition of the Company for the three months ended April 30, ~~2006~~2007 and is intended to update Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended January 31, ~~2006~~ 2007 for significant events occurring in the first quarter of fiscal 2007. The discussion should be read in conjunction with the accompanying ~~unaudited~~ unaudited consolidated financial statements and the notes thereto as well as the Company’s Annual Report on Form 10-K and Form 10K/A for the year ended January 31, ~~2006~~2007.

The Company’s operations consist primarily of the design, manufacture and distribution of luggage, as well as business, computer, outdoor, ~~and~~ casual bags. and footwear and the operation of retail stores throughout the world. We sell our products under a number of brand names, primarily Samsonite® Black Label, Lambertson Truex®, Samsonite® and American Tourister®, and licensed brand names including Lacoste® and Timberland®. The Company also licenses its brand names ~~and~~to isother ~~involved~~companies ~~with~~who primarily ~~the~~use ~~design~~them on travel-related and ~~sale~~other ~~of footwear~~products. The discussion is organized under the following headings: Executive Overview, Results of Operations, Liquidity and Capital Resources, Off-Balance Sheet Financing and Other Matters, and Critical Accounting Policies.

Executive Overview

Since approximately 4344% of the Company’s reported U.S. dollar sales were derived from operations reported in euros, the increase in the average exchange rate of the ~~dollar~~euro to the ~~euro~~dollar for the three months ended April 30, ~~2006~~2007 compared to the three months ended April 30, ~~2005~~2006 had aan ~~significant~~ effect on the Company’s results of operations. Results of operations for fiscal ~~2007~~2008 were translated at an average euro exchange rate of 1.~~202~~319 while fiscal ~~2006~~2007 results were translated at an average euro exchange rate of 1.~~319~~202. ~~Thus~~As a result, while local ~~sales~~ sales denominated in euros increased by 74.50% (the constant U.S. dollar equivalent of $74.91 million), these euro denominated sales, when translated to U.S. dollars, increased ~~decreased~~ by approximately $214.25 million, or 214.01%. The ~~weakening~~strengthening of ~~the~~ the euro ~~thus~~ had the effect of ~~decreasing~~increasing reported sales by approximately $10.14 million between fiscal ~~2006~~2007 and ~~2007~~2008. The ~~weaker~~stronger euro also resulted in ~~decreases~~ inincreases in reported cost of sales and other operating expenses in fiscal ~~2007~~ 2008 compared to fiscal ~~2006~~2007. 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.”

The Company’s consolidated revenues increased to $241.0 million for the three months ended April 30, 2006 from $232.4 million in the first quarter of the prior year, an increase of $8.6 million, or 3.7%. Without the effect of the exchange rate difference, sales would have increased by $18.7 million or 8.0%. The increase in sales on a constant currency basis of approximately $18.7 million is due to continued improvement of worldwide travel conditions, the positive effect of increased advertising and promotions, and the impact of new products and new licensed brand names. First quarter fiscal 2006 revenues include a $3.2 million net gain from the sale of certain apparel trademark rights, which did not reoccur in fiscal 2007.

Operating income decreased by $3.1 million to $19.1 million for the three months ended April 30, 2006 compared to $22.2 million for the three months ended April 30, 2005. Gross profit increased $12.2 million compared to the prior year period but was offset by higher selling, general and administrative (“SG&A”) expenses of $13.6 million.

SG&A expense increased by $13.6 million to $102.3 million in the first quarter of fiscal 2007 from $88.7 million in fiscal 2006. The increase is primarily due to global increases in selling expenses associated with higher sales levels, store openings, new license agreements and other expansion activities. Advertising and promotional expenses increased $3.5 million and ERP implementation expenses increased by $1.4 million over the prior year period. Prior year SG&A expenses included a credit of $1.2 million from the settlement of a claim against a software vendor.

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) “Europe” operations which include our European sales, manufacturing and distribution, wholesale and retail operations; (ii) “North America” operations which include U.S. Wholesale, U.S. Retail and Canada; (iii) ”Latin America” which includes operations in Mexico, Brazil, Argentina and Uruguay; (iv) “Asia” operations which include the sales, manufacturing and distribution operations in India, Hong Kong, China, Singapore, South Korea, Japan, Taiwan, and Malaysia; and (v) Other Operations which includes certain licensing activities and Corporate headquarter expenses.

Three Months Ended April 30, 2006 (“fiscal 2007” or “current year”) Compared to Three Months Ended April 30, 2005 (“fiscal 2006” or “prior year”)

Sales. The following is a summary of the Company’s revenues by geographic area:

	Three months ended April 30,
	2006		2005
	(in millions)
Europe	$	102.9	105.1
North America	85.3		82.1
Asia	39.2		29.6
Latin America	10.6		9.2
Other Operations	3.0		6.4
Total Revenue	$	241.0	232.4

Consolidated net sales increased to $241.0 million in fiscal 2007 from $232.4 million in fiscal 2006, an increase of $8.6 million or approximately 3.7%. Fiscal 2007 sales were unfavorably impacted by the increase in the value of the U.S. dollar compared to the euro. Without the effect of the weaker euro currency, first quarter fiscal 2007 sales would have increased by $18.7 million or 8.0% compared to the first quarter of the prior year. Prior year first quarter revenues include $3.2 million from the sale of certain apparel trademark rights.

Sales from European operations decreased to $102.9 million in fiscal 2007 from $105.1 million in fiscal 2006, a decrease of $2.2 million or 2.1%. Expressed in the local European functional currency (euros), fiscal 2007 sales increased by 7.5%, or the U.S. constant dollar equivalent of $7.9 million, compared to fiscal 2006. The Lacoste brand and American Tourister branded products sales increased by $3.9 million and $4.2 million, respectively, during the first quarter of fiscal 2007 compared to the prior year. The Company believes that increased advertising and marketing expenditures during the quarter and the prior fiscal year helped to stimulate sales.

Sales from North America operations increased to $85.3 million in fiscal 2007 from $82.1 million in fiscal 2006, an increase of $3.2 million or 3.9%. U.S. Wholesale sales for the first quarter increased by $4.2 million or 8.4% from the prior year to $54.6 million; U.S. Retail sales remained constant at $26.8 million; Canadian sales decreased by $1.0 million to $3.8 million from $4.8 million in the prior year. U.S. Wholesale sales increased in the warehouse club and department store channels, while decreasing in the exclusive label channel. U.S. Retail same store sales decreased by 0.6%; there were 181 stores open at April 30, 2006 compared to 182 at April 30, 2005. Canadian sales decreased primarily because of a sale in the premium channel during the first quarter of the prior year which did not recur in fiscal 2007. Comparable store sales increase is calculated by dividing aggregate sales for stores open for each full month in the current year by aggregate sales for the same stores open for the corresponding full month in the prior year. Stores must be open for 13 months before they are included in the calculation. Relocated stores (within the same mall location) and remodeled stores are included in the computation of comparable store sales. When a store is closed, its sales are no longer included in the comparable store calculation.

~~Sales~~The Company’s ~~from~~consolidated ~~Asian~~revenues ~~operations~~ increased to $39264.27 million infor the three ~~fiscal~~months ended April 30, 2007 from $29241.60 million in ~~fiscal~~the ~~2006~~first quarter of the prior year, an increase of $923.67 million, or 32 9.48%. ~~Sales~~Without inthe ~~all~~effect ~~countries~~of the inexchange ~~the~~rate ~~Asian~~difference, ~~operations~~sales ~~region~~would ~~posted~~have ~~gains during~~increased ~~the~~by ~~first~~$13.3 ~~quarter~~million, or 5.0%. The increase in sales ison a constant currency basis of approximately $13.3 million was due primarily ~~driven~~to byeconomic growth in the Asian region, which resulted in increased ~~travel~~sales in Asia, price increases implemented during fiscal 2007 in the ~~region.~~Company’s ~~Sales~~European ofoperations, ~~Lacoste~~and ~~brand~~acquisitions ~~products~~of ~~contributed~~joint toventures in Asia and the ~~increase~~U.S. that were completed in ~~Asian~~the ~~sales~~Company’s second quarter of fiscal 2007. The ~~Sales~~Company’s sales for North America declined in ~~Japan~~fiscal ~~were~~2008 by $29.45 million ~~compared~~due to ~~zero~~slowed shipments as a result of the implementation of its new global Enterprise Resource Planning (“ERP”) system in the ~~prior~~Company’s ~~year~~U.S. operations on February 1, 2007. (See “ERP Software Implementation Impact on North America Financial Results.”)

~~Sales~~Operating ~~from~~income ~~Latin~~increased ~~American~~by ~~operations~~$0.3 ~~increased~~million to $1019.64 million infor ~~fiscal~~the ~~2007~~three ~~from~~months ended April 30, 2007 compared to $919.21 million infor ~~fiscal~~the ~~2006~~three months ended April 30, an2006. ~~increase~~Gross ofprofit increased $117.4 million compared to the prior year period but was offset somewhat by higher selling, orgeneral 15and administrative (“SG&A”) expenses of $17.2% million. ~~Sales~~The ofincrease in SG&A ~~Lacoste~~expense ~~branded~~of ~~products~~$17.2 ~~also~~million ~~contributed~~in the first quarter of fiscal 2008 was primarily due to ~~increased~~increases in selling expenses associated with higher sales inlevels, ~~Latin~~higher rent ~~America.~~expense primarily associated with the Samsonite Black Label stores, ~~Mexican~~increased ~~sales~~SG&A ~~accounted~~expenses ~~for~~related ~~$0.8~~to ~~million~~acquisitions completed in the second quarter of the prior year and an increase ~~primarily~~in ~~due~~costs toassociated with the ~~expanded~~implementation ~~shelf~~of ~~space~~the SAP ERP system. Additionally, there was increased SG&A expense associated with joint venture acquisitions made in ~~department~~the ~~stores~~latter half of the prior year.

~~Sales from~~ERP ~~license~~Software ~~revenue~~Implementation ~~decreased~~Impact toon ~~$3.0~~North ~~million in fiscal 2007 from $6.4 million~~America inFinancial ~~2006, a decrease of $3.4 million, primarily due to revenues in the prior year of $3.2 million from the sale of certain apparel tradename rights which did not recur in the current year.~~Results

~~Gross~~On ~~profit.~~February ~~The~~1, 2007 the Company ~~includes~~implemented ~~the~~its ~~following~~global ~~types~~ERP ofsoftware ~~costs~~system in ~~cost~~the ~~of goods sold:~~United ~~direct~~States ~~product purchase~~ and ~~manufacturing~~experienced ~~costs,~~a ~~duties,~~slowdown ~~freight-~~in, ~~receiving, inspection,~~customer ~~internal~~order ~~transfer~~processing ~~costs,~~ and ~~procurement~~product shipments ~~and~~in ~~manufacturing~~the ~~overhead~~region as a result. The Company ~~includes~~estimates ~~the~~that ~~following~~its ~~types~~reported sales offor ~~costs~~North inAmerica ~~selling,~~were ~~general~~adversely ~~and~~affected by approximately $9.5 million ~~administrative~~in ~~expenses~~the ~~(“SG&A”):~~quarter ~~warehousing,~~due to customer order ~~entry,~~cancellations ~~billing,~~and retail inventory ~~credit,~~shortages ~~freight~~in its company-~~out,~~operated ~~warranty,~~retail ~~salaries~~stores ~~and~~due ~~benefits~~to ofthe ~~administrative~~slowdown ~~and sales~~in ~~personnel~~product shipments, ~~rent,~~resulting ~~insurance,~~in ~~taxes,~~an ~~office~~adverse ~~supplies,~~effect ~~professional~~on ~~fees, travel,~~gross ~~communications,~~profit ~~advertising,~~margin ~~investor~~during ~~relations,~~the quarter ~~public~~of ~~company~~approximately $3.7 million. ~~expenses~~In ~~and~~addition, ~~other~~the ~~expenses~~Company ofrecorded a ~~general~~charge ~~and~~of ~~administrative~~$0.5 ~~nature~~million ~~not~~for ~~directly~~customer ~~related~~penalties due to ~~the~~these ~~cost~~product ofshipment ~~acquiring~~issues. orThe ~~manufacturing~~Company ~~its~~also ~~products.~~believes ~~Other~~that ~~comparable~~customers ~~companies~~withheld ~~may~~more ~~include~~than ~~warehousing,~~$4.0 ~~freight-out~~million ~~and~~in ~~other~~product ~~types~~orders ~~of costs~~during ~~that~~ the ~~Company~~quarter because ~~includes~~of inissues ~~SG&A~~surrounding inproduct ~~cost~~shipments ofin ~~goods~~the ~~sold.~~United ~~Warehousing~~States. ~~costs~~Subsequent ~~and~~to ~~freight-out~~quarter ~~expenses~~end ~~were~~the ~~approximately~~Company’s ~~$14.5~~operations ~~million~~in ~~and~~the ~~$12.9~~United States ~~million~~returned ~~for~~to ~~the~~near ~~quarters~~normal ~~ending~~levels ~~April 30,~~of ~~2006~~customer order processing and ~~2005,~~product ~~respectively~~shipments.

Consolidated gross margin in the first quarter increased by 3.3 percentage points, to 51.1% in fiscal 2007 from 47.8% in fiscal 2006, reflecting gross margin increases in all segments of operations.

Gross margins for European operations increased 3.7 percentage points to 50.2% in the first quarter of fiscal 2007 from 46.5% in the prior year due to price increases in the latter half of fiscal 2006, lower fixed manufacturing costs from prior year operational restructurings, and a better sales mix than in the prior year.

Gross margin percentage for North American operations increased 3.1 percentage points to 44.6% in the first quarter of fiscal 2007 from 41.5% in the prior year. U.S. Wholesale gross margin percentage increased to 35.4% in the current year from 31.9% in the prior year. The increase in the U.S. Wholesale gross margin percentage is primarily due to the improved sales of higher margin products in department and specialty stores and initiatives to reduce direct product costs. U.S. Retail gross profit margins increased compared to the prior year to 63.0% in fiscal 2007 from 59.1% in fiscal 2006 primarily as a result of price increases in the latter half of fiscal 2006 and a sales mix of products with higher margins.

Gross margins for Asian operations increased 7.8 percentage points to 65.2% in the first quarter of fiscal 2007 from 57.4% in prior year primarily due to higher margins in Japan as well as higher margins in Korea and China as a result of price increases.

Gross margins for Latin American operations increased 1.2 percentage points to 53.3% in the first quarter of fiscal 2007 from 52.1% in the prior year primarily due to direct product cost improvement and sales price increases.

Selling, general and administrative expenses (“SG&A”). Consolidated SG&A increased to $102.3 million in fiscal 2007 from $88.7 million in fiscal 2006, an increase of $13.6 million, or 15.3%. The Company includes warehousing and freight-out costs in selling, general and administrative costs, while comparable companies may include such costs in cost of goods sold. As a percent of sales, consolidated SG&A increased to 42.5% in fiscal 2007 from 38.2% in fiscal 2006. Consolidated advertising and promotional expenses increased to $17.7 million (7.3% of sales) in fiscal 2007 from $14.3 million in fiscal 2006 (6.1% of sales).

SG&A for European operations increased to $38.0 million in fiscal 2007 compared to $34.2 million in fiscal 2006, an increase of $3.8 million compared to the prior year. Without the exchange affect, European SG&A expense

~~increased $7.5 million. The increase of $7.5 million~~Results ~~is due to an increase in variable selling expense as a result~~ of higher sales in new distribution channels and new product categories for the first quarter, an increase in the sales force expense, a credit of $1.2 million for compensation from a legal claim in the prior year and increased advertising and marketing expense of $0.8 million.Operations

~~SG&A for~~For ~~North~~purposes ~~American~~of ~~operations~~this ~~increased~~management’s todiscussion ~~$33.3~~and analysis ~~million~~of inoperations, ~~fiscal~~the ~~2007 compared~~Company toanalyzes ~~$29.9~~net ~~million~~sales inand ~~fiscal~~operations ~~2006,~~as follows: an(i) ”Europe” ~~increase~~operations, ofwhich ~~$3.4~~include ~~million~~European ~~compared~~sales, tomanufacturing ~~the~~and ~~prior~~distribution, ~~year.~~wholesale ~~North~~and ~~American~~retail ~~SG&A~~operations; ~~primarily~~(ii) ”North America” ~~increased~~operations, ~~because~~which ofinclude ~~a $1~~U.8S. ~~million~~Wholesale, ~~increase~~U.S. inRetail ~~advertising~~ and ~~promotion~~Canada operations ~~expense.~~and ~~The~~the ~~remaining income~~operations of ~~$1.6~~Lambertson ~~million~~Truex, which was aacquired ~~result~~in offiscal 2007; ~~increases~~(iii) ”Latin inAmerica,” ~~variable~~which ~~selling~~includes ~~expenses~~operations in Mexico, Brazil, Argentina and ~~various~~Uruguay; ~~other~~(iv) ”Asia” ~~expense~~operations, ~~categories.~~which ~~U.S.~~include ~~Wholesale~~the ~~SG&A~~sales, manufacturing ~~expense~~and ~~increased by~~distribution ~~$2.7~~operations ~~million~~in India, ~~U.S.~~Hong ~~Retail~~Kong, ~~SG&A~~China, Singapore, ~~expense~~South ~~increased~~Korea, byJapan, ~~$0.5~~Taiwan, ~~million~~Thailand, Malaysia and ~~Canada~~ ~~SG&A~~Australia; ~~expense~~and (v) Other ~~increased~~Operations, bywhich ~~$0.2~~includes ~~million~~certain ~~for~~licensing ~~the~~activities ~~quarter compared to~~and ~~the~~Corporate ~~prior~~headquarter ~~year~~expenses.

SG&A for Asia increased to $17.0 million in fiscal 2007 compared to $11.7 million in fiscal 2006, an increase of $5.3 million. The increase in Asian SG&A expense is primarily due to higher variable selling expenses for freight and commissions due on shop-in-shop sales. Advertising and promotional expense increased by $0.7 million and SG&A for Japanese operations increased by $0.8 million.

SG&A for Latin America increased to $4.3 million in fiscal 2007 compared to $3.6 million in fiscal 2006, an increase of $0.7 million due to higher advertising and promotional expenditures of $0.2 million and increased variable selling expenses because of higher sales levels.

Corporate SG&A expense increased to $9.7 million in fiscal 2007 compared to $9.3 million in fiscal 2006, an increase of $0.4 million primarily due to an increase in ERP system implementation costs of $1.4 million offset by a decrease in stock compensation expense of $0.6 million and other expenses of $0.4 million.

Asset impairment charges. On May 19, 2006, the Company announced that its European subsidiary’s softside manufacturing plant in Samorin, Slovakia would be closed by approximately June 30, 2006. The closure is a result of the Company’s continuing consolidation of its softside manufacturing capacities from Company-owned and operated facilities to the sourcing of manufactured products from third-party manufacturers. The Company recorded an impairment charge of $1.6 million in connection with the real estate and equipment associated with this plant based on the estimated fair value of the assets. The Company also expects that it will incur total cash restructuring charges of from approximately $3.2 million to $3.8 million during the second and third quarters of fiscal 2007 for employee termination charges and other costs to close the facility.

Interest expense and amortization of debt issue costs. Interest expense and amortization of debt issue costs in the first quarter of 2007 were $7.1 million, $0.8 million lower than the prior year level due to lower debt levels.

Other Income (Expense) - Net. This item represents net expense of $1.1 million in the current year compared to net expense of $1.3 million in the prior year, a net decrease of $0.2 million. This is primarily due to an increase in foreign currency transaction gains of $0.7 million over the prior year first quarter, offset by an increase in pension expense of $0.3 million and other expense of $0.2 million.

Income tax expense. Income tax expense increased to $6.0 million in fiscal 2007 from $4.5 million in fiscal 2006. The relationship between the expected income tax expense computed by applying the U.S. statutory rate to the pretax income (loss) and recognized actual income tax expense results primarily because of (i) foreign income tax expense provided on foreign earnings, (ii) the effect of providing no tax benefit for U.S. operating losses, and (iii) state and local income taxes.

Preferred stock dividends. This item represents the accrual of dividends on the outstanding 8% convertible preferred stock issued in the 2003 recapitalization. Dividends have accrued on the preferred stock since July 31, 2003 and compound quarterly. The increase of $0.3 million in the first quarter of fiscal 2007 compared to the first quarter of fiscal 2006 is due to the compounding effect of accrued dividends.

~~Net~~Three ~~income~~Months ~~(loss)~~Ended toApril 30, ~~common stockholders before cumulative effect of an accounting change. The net loss to common stockholders before cumulative effect of an accounting change was $0.4 million in fiscal~~ 2007 ~~compared to net income of $3.9 million in~~ (“fiscal ~~2006;~~2008” ~~the~~or ~~net~~“current ~~loss per common share was less than $0.01 in fiscal~~ year”) ~~2007~~Compared ~~compared~~ to ~~net income per common share of $0.02~~ inThree ~~fiscal~~Months ~~year~~Ended ~~2006.~~April 30, ~~The diluted net income per common share was $0.01 in fiscal year~~ 2006. ~~The weighted average number of shares of common stock outstanding used to compute basic income~~ (~~loss) per share in~~ “fiscal ~~years~~ 2007 ~~and~~” ~~2006~~or ~~was~~“prior ~~227,174,626 and 225,446,487, respectively. The weighted average number of shares of common stock outstanding used to compute diluted income (loss) per share in fiscal~~ year ~~2006 was 684,211,531. The Company had 227,159,626 shares of common stock outstanding as of April 30, 2006.~~”)

Sales. The following is a summary of the Company’s revenues by geographic area:

	Three months ended April 30,
	2007		2006
	(in millions)
Europe	$	117.4	102.9
North America	75.9		85.3
Asia	54.8		39.2
Latin America	13.5		10.6
Other Operations	3.1		3.0

Total Revenue	$	264.7	241.0

Consolidated net sales increased to $264.7 million in fiscal 2008 from $241.0 million in fiscal 2007, an increase of $23.7 million, or approximately 9.8%. Fiscal 2008 sales were favorably impacted by the increase in the value of the euro compared to the U.S. dollar. On a constant dollar basis, first quarter fiscal 2008 sales increased by $13.3 million, or 5.0%, compared to the first quarter of the prior year.

Sales from European operations increased to $117.4 million in fiscal 2008 from $102.9 million in fiscal 2007, an increase of $14.5 million, or 14.1%. Expressed in the local European functional currency (euros), fiscal 2008 sales increased by 4.0%, or the U.S. constant dollar equivalent of $4.1 million, compared to fiscal 2007. In terms of constant dollar equivalents, sales for the Samsonite®, Samsonite Black Label™ and American Tourister® brands increased by $2.5 million, $1.9 million and $1.1 million, respectively, in fiscal 2008 from fiscal 2007. Sales for the Timberland® brand, which was introduced in the second quarter of fiscal 2007, increased by $1.9 million, and the Lacoste® brand experienced a decline of $1.8 million in terms of constant dollar equivalents in fiscal 2008 from fiscal 2007 due to a supply issue with the Company’s contract manufacturer. The 4.0% increase in local currency sales is due primarily to price increases implemented in the prior year on wholesale product and an increase in sales from Company-operated stores in Europe due to the expansion in the number of stores compared to the prior year.

Sales from North America operations decreased to $75.9 million in fiscal 2008 from $85.3 million in fiscal 2007, a decrease of $9.4 million, or 11.0%. Included in fiscal 2008 North America sales are $1.9 million in sales from the Lambertson Truex joint venture, which was acquired in the second quarter of fiscal 2007. U.S. Wholesale sales for the first quarter decreased by $8.8 million, or 16.1%, from the prior year to $45.9 million, U.S. Retail sales decreased by $2.5 million, or 9.3%, to $24.3 million for the first quarter of fiscal 2008, and Canadian sales remained constant at $3.8 million. The decline in U.S. Wholesale and Retail sales compared to the prior year was due primarily to a slowdown in customer order and product shipment processing due to the implementation of the ERP system in the Company’s U.S. operations on February 1, 2007. U.S. Retail comparable store sales declined by 7.6% compared to the prior year. The Company believes the decline in comparable store sales is due primarily to a decline in store inventory stocking levels attributable to the slowdown in product shipments caused by the implementation of the ERP system in

the Company’s U.S. operations on February 1, 2007. Subsequent to the end of the quarter, shipping levels in North America returned to more normal levels and store inventory stock levels improved. Comparable store sales is calculated by dividing aggregate sales for stores open for each full month in the current year by aggregate sales for the same stores open for the corresponding full month in the prior year. Stores must be open for 13 months before they are included in the calculation. Relocated stores (within the same mall location) and remodeled stores are included in the computation of comparable store sales. When a store is closed, its sales are no longer included in the comparable store calculation.

Sales from Asian operations increased to $54.8 million in fiscal 2008 from $39.2 million in fiscal 2007, an increase of $15.6 million, or 39.8%. Sales in all countries in the Asian operations region increased during fiscal 2008 with the exception of Hong Kong and Taiwan, which declined by 12.3% and 8.7%, respectively. Sales in Hong Kong declined over the prior year due to the elimination of distributor sales to Australia and Thailand, which began reporting direct sales in July 2006 when they became directly owned and operated joint ventures of the Company. Fiscal 2008 sales were higher by $7.1 million as a result of the acquisition of joint ventures in Australia and Thailand completed in the second quarter of fiscal 2007. The largest increase was in China, where sales increased by $4.6 million, or 79.3%. The remaining increase in Asia sales was primarily driven by increased economic activity in the region and the expansion of Company-operated retail store operations in the region.

Sales from Latin American operations increased to $13.5 million in fiscal 2008 from $10.6 million in fiscal 2007, an increase of $2.9 million, or 27.4%, due primarily to a 78% increase in sales of American Tourister products and an increase in sales of backpacks.

Sales from license revenue increased to $3.1 million in fiscal 2008 from $3.0 million in fiscal 2007, an increase of $0.1 million.

Gross profit. The Company includes the following types of costs in cost of goods sold: direct product purchase and manufacturing costs, duties, freight-in, receiving, inspection, internal transfer costs, and procurement and manufacturing overhead. The Company includes the following types of costs in selling, general and administrative expenses: warehousing, order entry, billing, credit, freight-out, warranty, company-operated retail store operating costs, salaries and benefits of administrative and sales personnel, rent, insurance, taxes, office supplies, professional fees, travel, communications, advertising, investor relations, public company expenses and other expenses of a general and administrative nature not directly related to the cost of acquiring or manufacturing its products. Other comparable companies may include warehousing, freight-out and other types of costs that the Company includes in SG&A in cost of goods sold. The Company had combined warehousing and freight-out expenses of $17.7 million and $15.7 million during fiscal 2008 and 2007, respectively.

Consolidated gross margin in the first quarter increased by 2.0 percentage points to 53.1% in fiscal 2008 from 51.1% in fiscal 2007, due primarily to an increase in gross margins in the European operations.

Gross margins for European operations increased 3.5 percentage points to 53.7% in the first quarter of fiscal 2008 from 50.2% in the prior year due to price increases implemented in the third quarter of fiscal 2007 and a change in sales mix towards higher margin products.

Gross margin percentage for North American operations declined 2.0 percentage points to 42.6% in the first quarter of fiscal 2008 from 44.6% in the prior year. U.S. Wholesale gross margin percentage decreased to 30.7% in the current year from 35.4% in the prior year reflecting the lower sales and increased costs associated with the implementation of the ERP system in the first quarter of fiscal 2008. U.S. Retail gross profit margins increased compared to the prior year to 64.8% in fiscal 2008 from 63.0% in fiscal 2007 due primarily to price increases implemented during the first quarter of fiscal 2008 and increased sales of higher margin products.

Gross margins for Asian operations decreased 1.8 percentage points to 63.4% in the first quarter of fiscal 2008 from 65.2% in the prior year primarily due to the consolidation of the Australia joint venture which has a lower gross margin than the rest of the region and increased sales in India which also has lower gross margins.

Gross margins for Latin American operations decreased 0.5 percentage points to 52.8% in the first quarter of fiscal 2008 from 53.3% in the prior year primarily due to the high growth rate in sales of our lower margin American Tourister branded products.

Selling, general and administrative expenses (“SG&A”). Consolidated SG&A increased to $119.5 million in fiscal 2008 from $102.3 million in fiscal 2007, an increase of $17.2 million, or 16.8%. The Company includes warehousing and freight-out costs in selling, general and administrative costs, while comparable companies may include such costs in cost of goods sold. As a percent of sales, consolidated SG&A increased to 45.2% in fiscal 2008 from 42.5% in fiscal 2007. Consolidated advertising and promotional expenses decreased to $16.3 million (6.2% of sales) in fiscal 2008 from $17.7 million (7.3% of sales) in fiscal 2007.

SG&A for European operations increased to $44.1 million in fiscal 2008 compared to $38.0 million in fiscal 2007, an increase of $6.1 million compared to the prior year. On a constant dollar basis, European SG&A expense increased $2.9 million. This increase was due primarily to an increase in variable selling expense as a result of higher sales and increased expense related to the expansion of the European Company-operated retail store business.

SG&A for North American operations increased to $33.5 million in fiscal 2008 compared to $33.3 million in fiscal 2007, an increase of $0.2 million compared to the prior year. The increase in SG&A for North America was due to the net effect of a $1.3 million increase in SG&A associated with the Lambertson Truex joint venture that was acquired in fiscal 2007, and a decline in SG&A for U.S. Wholesale and Retail operations due to lower variable selling costs associated with lower sales volumes.

SG&A for Asia increased to $22.9 million in fiscal 2008 compared to $17.0 million in fiscal 2007, an increase of $5.9 million. The increase in Asian SG&A expense was primarily due to higher variable selling expenses associated with higher sales volumes and expanded Company-owned retail store operations. As a percent of sales,

Asia’s SG&A declined to 41.9% in fiscal 2008 from 43.4% in fiscal 2007 due to the effect of increasing sales and only a portion of the SG&A costs being variable.

SG&A for Latin America increased to $5.2 million in fiscal 2008 compared to $4.3 million in fiscal 2007, an increase of $0.9 million due primarily to higher increased variable selling expenses because of higher sales levels.

Corporate SG&A expense increased to $13.8 million in fiscal 2008 compared to $9.7 million in fiscal 2007, an increase of $4.1 million primarily due to an increase in ERP system implementation costs and increased employee related costs due to the move of our corporate offices from Denver to Mansfield and the opening of our executive offices in London.

Provision for Restructuring Operations and Asset Impairment Charge. During fiscal 2008, the Company recorded restructuring charges totaling $1.3 million in its U.S. operations relating to the planned closure of the Company’s Denver, Colorado facilities, consolidation of its corporate functions in its Mansfield, Massachusetts office and planned relocation of distribution functions to the southeast region of the U.S. The Company expects the consolidation and relocation to be completed by June 30, 2008. In connection with the consolidation and relocation, the Company expects to incur severance and retention costs of approximately $3.7 million relating to approximately 210 employees who will be affected by the relocation and consolidation. The severance and retention costs are being accrued monthly over the expected period employees must remain employed in order to receive severance and retention benefits. The Company also expects that it will incur approximately $3.0 million of costs for new employee training, employee relocation and recruiting expenses and for moving inventory and distribution systems. These costs are being expensed as they are incurred.

The fiscal 2007 asset impairment charge relates to the restructuring of the Company’s Samorin, Slovakia operations and related sale of the manufacturing plant in Slovakia. In connection with that transaction, the Company recorded an asset impairment charge of $1.6 million in fiscal 2007 that relates to the writedown of real estate, machinery and equipment associated with the plant.

Interest expense and amortization of debt issue costs. Interest expense and amortization of debt issue costs in the first quarter of 2008 were $8.5 million, which is an increase of $1.5 million from the prior year level due primarily to higher debt levels as a result of borrowings under our new senior credit facility; we entered into the new senior credit facility in December 2006 in connection with the $175.0 million distribution to stockholders and the refinancing of our floating rate senior notes and our 8 7/8% senior subordinated notes.

Other Income (Expense) - Net. This item represents net expense of $1.9 million in the current year compared to net expense of $1.1 million in the prior year, an increase of $0.8 million in expense. This is primarily due to an increase in foreign currency transaction losses of $0.7 million compared to fiscal 2007 and $0.4 million expensed in connection with the redemption of $19.1 million of floating rate senior notes effective February 1, 2007.

Income tax expense. Income tax expense increased to $8.7 million in fiscal 2008 from $6.0 million in fiscal 2007. The relationship between the expected income tax expense computed by applying the U.S. statutory rate to the pretax income (loss) and recognized actual income tax expense resulted primarily from (i) foreign income tax expense provided on foreign earnings, (ii) the effect of providing no tax benefit for operating losses in the U.S and certain other countries, (iii) state and local income taxes and (iv) a provision for uncertain tax positions.

Preferred stock dividends. This item represented the accrual of dividends on the Company’s 8% convertible preferred stock which was issued in the 2003 recapitalization of the Company. In connection with the fiscal 2007 distribution transaction, holders of more than 99% of the 8% convertible preferred stock converted their preferred shares into shares of common stock effective January 4, 2007. At the end of fiscal 2007, only eleven shares of the convertible preferred stock remained outstanding. As part of the distribution transaction, dividends on all of the outstanding convertible preferred stock were accelerated through June 15, 2007. During the first quarter of fiscal 2008, the remaining eleven shares of convertible preferred stock were also converted into shares of common stock and there were no shares of convertible preferred stock outstanding as of April 30, 2007.

Net income (loss) to common stockholders. The net loss to common stockholders was $3.0 million in fiscal 2008 compared to net income to common shareholders of $1.0 million in fiscal 2007; the net loss per common share was less than $0.01 in fiscal year 2008 compared to net income per common share of $0.01 in fiscal year 2007. The weighted average number of shares of common stock outstanding used to compute basic income (loss) per share in fiscal years 2008 and 2007 was 742,010,314 and 227,174,626, respectively. The Company had 742,032,974 shares of common stock outstanding as of April 30, 2007.

Liquidity and Capital Resources

At April 30, ~~2006~~ 2007, the Company had consolidated cash of $9551.72 million and net working capital (accounts receivable plus inventory less accounts payable) of $~~189~~172.38 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 flows from operations and cash availability under its senior credit facility. During the three months ended April 30, ~~2006~~2007, the Company’s net cash ~~flow~~used ~~from~~in operations was $141.97 million compared to cash provided by operations of $3214.29 million during the three months ended April 30, 2006. The Company’s senior credit ~~2005~~facility consists of a term loan arrangement with $450.0 million borrowed as of April 30, 2007 and an $80.0 million revolving credit facility. The revolving credit facility consists of $50.0 million, which may be borrowed by the Company and Euro 22.7 million (equivalent to $31.0 million at April 30, 2007) which may be borrowed by the Company’s European subsidiary. There was $25.5 million available under the Company’s revolving credit facility as of April 30, 2007, taking into account $6.5 million in outstanding letters of credit, which reduce borrowing ability. The full amount of the European portion of the revolving credit facility was available as of April 30, 2007. The senior credit agreement contains financial and other covenants that, among other things, limit the Company’s ability to engage in transactions with its affiliates, enter any additional debt outside of the senior credit facility, create new liens on any property, participate in certain mergers, consolidations, acquisitions, liquidations, asset sales, investments, or make distributions or cash dividend payments to its equity holders. The Company was in compliance with such covenants as of April 30, 2007. During the first quarter of fiscal ~~2007~~2008, the Company’s cash flow from operations together with amounts available under its credit facilities were sufficient to fund current operations, scheduled payments of principal and interest on indebtedness, and capital expenditures.

The Company’s ~~senior~~incurred ~~credit~~capital ~~facility~~expenditures ~~provides a maximum borrowing base~~ of $357.0 6 million ~~for~~during the ~~Company~~three ~~and~~months ended ~~€22.0 million ($27.8 million at~~ April 30, ~~2006)~~ ~~for~~2007 ~~its~~compared ~~European~~to ~~subsidiary~~$4.4 ~~The~~million ~~borrowing~~during ~~base under~~ the ~~U.S.~~three 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.~~ended At April 30, 2006,. ~~these~~Capital ~~borrowing~~expenditures ~~base~~in ~~calculations resulted~~fiscal in2008 included $342.7 3 million ~~available~~related ~~for~~to ~~borrowing~~the innew ~~the~~ERP ~~U.S.~~system and ~~€22.0 million available~~other ~~for~~information ~~borrowing~~technology ~~by the European subsidiary. At April 30~~projects, retail ~~2006,~~expansion ~~the Company~~expenditures ~~had~~of $42.6 1 million, ofand ~~letters~~various ofexpenditures ~~credit~~related to ~~outstanding under~~ the ~~U.S. portion~~manufacture of ~~the~~new ~~facility~~products ~~which~~and ~~reduced~~facilities ~~the~~improvements ~~net availability on the U.S. line~~ of ~~credit~~ to $303.1 2 million. ~~At April 30, 2006, no amounts were outstanding under the European portion of the facility.~~

The Company incurred capital expenditures of $4.4 million during the three months ended April 30, 2006 compared to $3.0 million during the three months ended April 30, 2005. Capital expenditures in fiscal 2007 included $1.3 million related to the new ERP system and other information technology projects, retail expansion expenditures of $0.6 million, and various expenditures related to the manufacture of new products and facilities improvements of $2.5 million.24

The Company’s ~~long-term~~results ~~debt~~of ~~structure~~operations ~~includes~~and ~~$174.9~~cash flows ~~million~~are ofparticularly 8sensitive ~~7/8%~~to ~~senior subordinated~~any ~~notes~~events ~~which~~that ~~are~~affect ~~due~~the intravel ~~2011~~industry such ~~and~~as ~~€100~~terrorist ~~million~~attacks, ~~($126.2~~armed ~~million~~conflicts atanywhere ~~April 30~~in the world, epidemic ~~2006)~~threats, ofor ~~euro-denominated~~any ~~floating~~other ~~rate~~event ~~notes~~ which ~~are~~reduces ~~due~~or inrestricts ~~2010~~travel. ~~The~~Any event that ~~euro-denominated~~would ~~notes~~have ~~bear~~the ~~interest~~effect atof ~~Euribor~~depressing ~~plus~~results ~~4.375%~~of ~~and~~operations or cash flows could also restrict amounts the ~~rate~~Company ~~resets~~and its European subsidiary would have ~~quarterly.~~available Atto ~~April 30,~~borrow ~~2006,~~under the ~~rate~~senior ~~was~~credit 7facility.~~03%.~~

The Company’s results of operations and cash flows are particularly sensitive to any events which affect the travel industry such as terrorist attacks, armed conflicts anywhere in the world, epidemic threats, 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.25

Off-Balance Sheet Financing and Other Matters

The Company’s most significant off-balance sheet financing arrangements as of April 30, ~~2006~~ 2007 are non-cancelable operating lease agreements, primarily for retail floor space and warehouse rental, which did ~~have~~ not ~~changed~~change significantly ~~since~~during ~~January 31, 2006~~the quarter. 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 principal foreign operations are located in Western Europe, the economies of which are not considered to be highly inflationary. From time to time, the Company enters into foreign exchange contracts in order to reduce its exposure onin connection with certain foreign operations through the use of forward delivery commitments. 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. ~~The~~Geographic concentrations ~~Company~~of ~~has~~credit ~~also~~risk ~~designated~~with ~~the~~respect ~~principal~~to ~~balance~~trade ofreceivables ~~€100~~are not ~~million~~significant ~~($126.2~~as ~~million~~a asresult of ~~April 30,~~the ~~2006)~~diverse ~~floating~~geographic ~~rate~~areas ~~senior~~covered ~~notes as~~by ~~a hedge of~~ the ~~foreign currency exposure~~Company’s operations.

related to the investment in its European operations. 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 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2006~~ 2007. 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 deferred tax asset valuation allowances, inventories and pension benefit plans involve accounting policies which are most affected by management’s judgment and the use of estimates. ~~These critical accounting policies are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006.~~

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 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 advertising and marketing strategy, sourcing strategy, sales growth, earnings or earnings per share growth, and market share, as well as~~ statements ~~expressing optimism or pessimism about future operating results,~~ ~~are~~relating 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 in Item 1A. Risk Factors.26

advertising and marketing strategy, sourcing strategy, 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.

ITEM 3. 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’s strategies to address market risks and the types of financial instruments entered into to reduce market risks have not changed from those described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2006~~2007.

AtForeign ~~April 30, 2006,~~Exchange the Company and its European subsidiary had forward foreign exchange contracts outstanding having a total contract amount of approximately $36.7 million compared to approximately $34.2 million at January 31, 2006. Contracts outstanding at April 30, 2006 are primarily for the purpose of reducing the Company’s exposure to fluctuations in exchange rates on the cost of goods purchased by European operations using U.S. dollars.

IfAt April 30, ~~there~~2007, ~~were~~the aCompany ~~ten~~and ~~percent~~its ~~adverse~~European ~~change~~subsidiary inhad forward foreign ~~currency~~ exchange ~~rates~~contracts ~~relative to all~~ outstanding ~~forward~~having ~~exchange contracts,~~a ~~the~~total ~~loss~~contract ~~in earnings from the~~ amount ~~included in other comprehensive~~of ~~income (loss) for the three months ended April 30, 2006 would be~~ approximately $377.38 million, ~~before~~compared ~~the~~to ~~effect~~approximately ~~of income taxes~~$93.9 ~~Any~~million at ~~hypothetical~~January 31, ~~loss~~2007. inContracts ~~earnings~~outstanding ~~would~~at beApril 30, ~~offset~~2007 byare primarily ~~changes~~for in the ~~underlying value~~purpose of ~~translated~~reducing ~~earnings, to~~ the ~~extent~~Company’s ~~such~~exposure ~~earnings~~to orfluctuations ~~income is equal to~~in ~~the~~exchange ~~amount~~rates ofon ~~currency~~inventory ~~exposed,~~purchased ~~or for product purchases~~ by ~~higher~~European oroperations ~~lower cost~~using ~~of sales~~U.S. dollars.

~~The amount~~If ofthere ~~fixed~~were ~~rate~~a ~~long-term~~ten ~~debt~~percent ~~outstanding~~adverse ~~has~~change ~~not~~in foreign ~~changed~~currency ~~materially~~exchange ~~from the~~rates ~~amount~~relative to all outstanding atforward ~~January 31~~exchange contracts, ~~2006.~~the ~~The~~loss ~~Company’s~~in ~~outstanding publicly~~earnings ~~traded~~from 8the ~~7/8%~~amount ~~senior~~included ~~subordinated~~in ~~notes~~other ~~have~~comprehensive income a(loss) ~~face~~for ~~amount~~the ~~of $174.9~~three ~~million.~~months Atended ~~January~~April 3130, ~~2006~~2007 would be approximately $7.8 million, before the ~~quoted~~effect ~~market~~of ~~price~~income oftaxes. ~~these~~Any ~~notes~~hypothetical ~~was~~loss ~~$105.75~~in ~~per~~earnings ~~$100.00~~would ofbe ~~principal;~~offset atby ~~April 30,~~changes ~~2006~~in the underlying value of translated earnings, to the ~~quoted~~extent such earnings or income is equal to ~~market~~the ~~price~~amount of ~~these~~currency ~~notes~~exposed, ~~was~~or ~~$105.25~~for ~~per~~product ~~$100.00~~purchases by higher or lower cost of ~~principal~~sales.

Interest Rates

At April 30, 2007, the Company had outstanding $466.9 million under its senior credit facility, consisting of a $448.9 million senior secured term loan and $18.0 million drawn under its senior secured revolving credit facility. Borrowings under the term loan and revolving credit facility accrue interest at rates adjusted periodically

depending on the Company’s financial performance as measured each fiscal quarter and interest rate market conditions. At April 30, 2007, the interest rates on the term loan and revolving credit facility was 7.6%. During the three months ended April 30, 2007, the Company entered into a variable to fixed interest rate swap agreement with a notional amount of $225.0 million, a pay rate of 5.192% and a receive rate based on the three month LIBOR rate. The swap agreement dated February 1, 2007 has a five-year term. The rate the Company receives reprices every three months. The Company has designated this swap agreement as a cash flow hedge. Therefore, changes in the fair value of the agreement are reported in OCI and subsequently reclassified into earnings when the hedged item affects earnings.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

The Company’s management is responsible for maintaining adequate internal controls over financial reporting and for its assessment of the effectiveness of internal controls over financial reporting. 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 that evaluation, management concluded that as of April 30, 2007 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.

23During the three months ended April 30, 2007, the Company implemented a new ERP system in its United States operations which involved changes in internal controls inherent in the Company’s systems and other data processing controls. There were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, management concluded that as of April 30, 2006 the Company did not maintain effective internal controls over financial reporting because of a material weakness in its internal controls over accounting for income taxes. During the period subsequent to January 31, 2006 and prior to May 14, 2006, when the Company filed its Annual Report on Form 10-K, the Company concluded that the historical calculations of its deferred tax asset valuation allowances were not correct. This resulted in the Company restating its fiscal 2005 and 2004 consolidated financial statements. As described in Note 2 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended January 31, 2006, the effect of the restatement was to increase the deferred tax asset valuation allowance at January 31, 2003 by $5,750. To remediate the material weakness in controls over the Company’s accounting for income taxes, the Company has engaged an independent registered public accounting firm (other than its auditors, KPMG LLP) to perform an analysis of its internal controls over accounting for and disclosure of income taxes and will implement recommendations that result from such analysis. This analysis was in process at June 14, 2006 and the Company expects that recommendations will be issued and remediation actions initiated by July 31, 2006.29

Notwithstanding the existence of such material weakness, management has concluded that the consolidated financial statements included in this Form 10-Q fairly present in all material respects the Company’s financial condition as of April 30, 2006 and January 31, 2006 and the results of operations and cash flows for each of the three months ended April 30, 2006 and 2005.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SAMSONITE CORPORATION

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a party to four ~~various~~lawsuits ~~legal~~brought ~~proceedings~~in ~~and~~connection ~~claims~~with inthe August 31, 2005 sale by Samsonite SAS of the ~~ordinary~~H-B site (see Note 4 to the Company’s Annual Report on Form 10-K for ~~course~~the year ended January 31, 2007 for a more detailed description of ~~its~~the ~~business.~~H-B site sale, and see “Risk Factors” and Note 11 to the consolidated financial statements included elsewhere herein for a more detailed description of such lawsuits). The Company believes that each ~~the~~of ~~outcome~~such lawsuits is without merit and intends to vigorously defend its position in each such matter; however, an unfavorable resolution of any of these matters ~~will~~ ~~not~~could have a material adverse ~~affect~~effect on ~~its~~the ~~consolidated~~Company’s financial ~~position,~~ position and results of operations, orwhich ~~liquidity~~the Company is unable to estimate at this time.

The Company recently received a complaint from its former Chief Marketing Officer alleging that her dismissal by the Company was a breach of contract and that she was unfairly dismissed by the Company in contravention of the U.K. Employment Act of 2002. The Company has conducted a review of the former employee’s allegations and believes that they are without merit. The Company intends to vigorously defend its position in this matter. In addition, the Company does not believe that the outcome of the matter will have a material adverse effect on its financial condition, results of operations or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed below and in Part I, Item 1A. ~~Risk~~ Risk Factors in our Annual Report on Form 10-K for the year ended January 31, ~~2006,~~ 2007, which could materially affect our business, financial condition or future results. The risks described ~~below and~~ in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not ~~currently~~ currently known to us or that we currently deem to be immaterial also may ~~materially~~ materially adversely affect our business, financial condition and/or operating results.

We ~~have~~are ~~plans~~party to ~~relocate~~a ~~certain~~ number of ~~our~~lawsuits ~~management~~which ~~functions~~have tobeen ~~the~~brought in ~~United~~connection ~~Kingdom.~~with ~~Such~~the ~~relocation~~August 31, if2005 ~~not structured~~sale inby anof ~~appropriate~~the ~~manner,~~Henin-Beaumont ~~could~~site ~~lead~~by Samsonite toEurope ~~material~~N.V. ~~adverse~~and ~~tax consequences~~its ~~for~~French ~~the~~subsidiary, ~~group~~Samsonite SAS.

WeSamsonite ~~have plans~~Europe toN.V. ~~relocate a number of our executive officers~~ and Samsonite ~~other senior management~~SAS, ~~together~~ ~~with~~which ~~certain~~are ofwholly ~~our~~owned ~~management~~subsidiaries ~~functions,~~of to the ~~United~~Company, ~~Kingdom. We~~ are defendants ~~seeking to reorganize ourselves~~ in a ~~manner~~lawsuit ~~that~~(the ~~will~~“H-B ~~not~~1 ~~cause~~Action”) usfiled ~~to become~~in ~~tax~~France ~~resident~~ in ~~the~~November ~~United~~2006 related ~~Kingdom or~~ to ~~have a permanent establishment there for U.K. tax purposes. We have commenced discussions with~~ the ~~U.K.~~sale ~~tax authorities~~of on the ~~appropriateness~~H-B ~~of our conclusions in this regard~~site. ~~While we~~ The ~~believe~~HB Group ~~that~~and weEnergyplast are ~~structuring~~also ~~our~~defendants ~~management functions~~ in athe ~~way~~lawsuit. ~~that achieves~~The ~~our objectives~~plaintiff, ~~there~~Workers ~~can~~Council beEnergyplast no(“Workers ~~assurance that we will succeed in doing so~~Council”), ~~or that~~seeks ~~the~~to ~~U.K.~~cancel ~~tax authorities will agree with our approach. Should we not~~the ~~succeed~~sale inof ~~structuring~~the ~~our~~H-B ~~affairs~~site soon asthe ~~not~~grounds tothat ~~become~~it ~~tax~~was ~~resident~~fraudulent, inbecause ~~the~~it was ~~United~~allegedly ~~Kingdom~~designed ~~and so as not~~ to ~~have~~circumvent alabor ~~permanent~~law ~~establishment~~rules ~~there,~~regarding oreconomic ~~should the U~~dismissals.K. On ~~tax~~March ~~authorities~~13, ~~disagree with our approach~~2007, itthe isTribunal ~~our~~de ~~intention to~~Grande ~~seek~~Instance ~~alternative solutions~~ in ~~relation~~Paris todismissed the ~~location~~claim ~~and~~on ~~structure~~the ofprocedural ~~our management~~grounds ~~functions.~~of ~~The~~lack ~~inability to implement this transition without~~of ~~becoming~~standing ~~resident~~of ~~or having a permanent establishment in~~ the ~~United~~Workers ~~Kingdom~~Council. Counsel ~~could have material adverse tax consequences~~ for ~~us.~~the Workers

Council appealed the dismissal on April 11, 2007. The appeal was heard by the Court of Appeal in Paris on June 7, 2007. The Court of Appeal is expected to render its decision in July 2007.

In May 2007, Samsonite received a letter from the Conseil du Prud’ Hommes employment tribunal in Lens, France notifying us that a lawsuit (the “H-B 3 Action”) had been filed against Samsonite SAS, Samsonite Europe NV, Samsonite Corporation, Bain Capital, Ares Corporate Opportunities Fund, Ontario Teachers’ Pension Plan Board, Energyplast, HB Group, CGEA IDF OUEST and SCP BTSG by six former executives of Energyplast in such tribunal. The plaintiffs in this action allege wrongful termination by Energyplast following the sale of the H-B site, and claim damages of approximately Euro 1.5 million (approximately $2.0 million). The tribunal is expected to hear the matter in October 2007.

Also in May 2007, Samsonite learned that another lawsuit (the “H-B 4 Action”) had been filed against Samsonite SAS, Samsonite Europe NV, Samsonite Corporation, Bain Capital, Ares Corporate Opportunities Fund and Ontario Teachers’ Pension Plan Board by 170 non-management employees of Energyplast in the Prud’Hommes employment tribunal in Lens, France. The plaintiffs in this action allege wrongful termination by Energyplast following the sale of the H-B site, and claim damages of approximately Euro 14.9 million (approximately $20.0 million).

The Company believes that the appeal of the Court’s decision in the H-B 1 Action, as well as each of the H-B 2 Action, the H-B 3 Action and the H-B 4 Action, are without merit and intends to vigorously defend its position in each such matter; however, an unfavorable resolution of any of these matters could have a material adverse effect on the Company’s financial position and results of operations, which the Company is unable to estimate at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) See Exhibit Index.

2531

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SAMSONITE CORPORATION	~~SAMSONITE CORPORATION~~
	(Registrant)	~~(Registrant)~~
	By:	~~By:~~/s/ RICHARD H. WILEY	~~/s/ RICHARD H. WILEY~~
			Name: Richard H. Wiley
		Name:		Richard H. Wiley
			Title: Chief Financial Officer, Treasurer and Secretary
		Title:		Chief Financial Officer, Treasurer and Secretary
Date: June 14, 2006
Date: June 14, 2007

2632

INDEX TO EXHIBITS

Exhibit		Description
3.1		Restated Certificate of Incorporation of the Company (Incorporated by reference from the ~~company~~Company’s ~~Annual Report on~~ Form 108-K, ~~for~~filed ~~the~~December ~~fiscal year ended January 31~~22, 2006).
3.2		Certificate of Ownership and Merger dated July 14, 1995 (Incorporated by reference from the Registrant’s Form S-4 Registration Statement No. 33-95642).
3.3		By-laws of the Company (Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1996).
4.1		Description of the Company’ common stock, par value $.01 per share, ~~and the associated preferred Stock purchase rights~~ (Incorporated by reference from the Company’s Registration Statement on Form 8-A filed ~~May~~June 1314, ~~1998~~1994 under the Exchange Act ~~and the Company’s Registration Statement on Form 8-A, filed May 2, 2003 under the Exchange Act~~).
4.2		~~Indentures~~Indenture dated June 9, 2004 for ~~100,000 Euro Floating Rate Senior Notes due 2010 and~~ $205,000 87¤8 ~~7/8~~% Senior Subordinated Notes due 2011 (Incorporated by reference from the Registrant’s Form S-4 Registration Statement No. 333-118014).
31.1		Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.3		Supplemental Indenture, dated December 6, 2006, to the Indenture dated June 9, 2004, between Samsonite Corporation and The Bank of New York Trust Company, N.A., as successor to the Bank of New York, as trustee (Incorporated by reference from the Company’s Form 8-K, filed December 6, 2006).
31.2		Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1		Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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