Amendment No. 5 to Form S-1

Goldman, Sachs & Co.

Credit Suisse

J.P. Morgan

William Blair & Company

Jefferies

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is an initial public offering of shares of common stock of Tumi Holdings, Inc.

We are offering 17,559,248 shares of the shares to be sold in this offering. The selling stockholders identified in this prospectus are offering an additional 1,220,617 shares. The net proceeds to us from the sale of common stock by us in this offering will be $264.1 million. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. In the event that the actual initial offering price differs from $16.00 per share, the midpoint of the price range set forth in the below paragraph, the allocation of the offered shares between us and the selling stockholders will change since we will offer only the number of shares required to achieve our intended use of proceeds. See “Use of Proceeds.”

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of our common stock will be between $15.00 and $17.00. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “TUMI.”

See “Risk Factors” beginning on page 13 to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

To the extent that the underwriters sell more than 18,779,865 shares of common stock, the underwriters have the option to purchase up to an additional 2,816,980 shares from the selling stockholders at the initial public offering price less the underwriting discount, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our common stock against payment on or about , 2012.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the selling stockholders and underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not, and the selling stockholders and underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus.

For investors outside the United States: None of we, the selling stockholders or any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

This prospectus contains references to a number of trademarks (including service marks) which are our registered trademarks or trademarks for which we have pending applications or common law rights. These include Tumi^®, T-Tech^®, Wheel-A-Way^®, Omega Closure System^®, Tumi Vapor^®, Tumi Tracer^®, Tumi Sport^® and our logos. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and notes thereto included elsewhere in this prospectus and the information set forth under the headings “Risk Factors,” “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unless the context requires otherwise, the words “Tumi,” the “Company,” “we,” “us” and “our” refer to Tumi Holdings, Inc. and its subsidiaries.

Tumi Holdings, Inc.

Overview

We are a high-growth, global, premium lifestyle brand whose products offer superior quality, durability, functionality and innovative design. We have grown at a compound annual growth rate (the year-over-year growth rate over a specified time period, based on historical results) of 12% in net sales and 17% in operating income from 2005 to 2011, and for the year ended December 31, 2011, our net sales and operating income were $330.0 million and $60.4 million, respectively. We offer a comprehensive line of travel and business products and accessories in multiple categories, building on our strong heritage of producing high-end performance travel goods and business cases. We design our products for, and market our products to, sophisticated professionals, frequent travelers and brand-conscious individuals who enjoy the premium status of Tumi products. We have a significant and loyal consumer base with our typical consumer owning multiple Tumi products.

We distribute our products globally in over 70 countries through approximately 1,600 points of distribution. We utilize multiple channels, including retail, wholesale and e-commerce. This multi-channel approach focuses on points of distribution that foster and enhance the Tumi brand. Our retail stores represent our core approach to brand-enhancing distribution, with locations in premium retail venues throughout the world including New York, San Francisco, Chicago, Paris, London, Rome, Tokyo, Munich, Moscow, Milan and Barcelona. We design our products in our U.S. design studios and selectively collaborate with well-known, international industrial and fashion designers for limited edition product lines. Production is sourced globally through a network of suppliers based in Asia, many of which are longtime suppliers, and the Caribbean. Our global distribution network is enhanced by the use of our logistics facilities in the United States, Europe and Asia.

We sell our products globally to consumers through both direct and indirect channels and manage our business through four operating segments: Direct-to-Consumer North America, Direct-to-Consumer International, Indirect-to-Consumer North America and Indirect-to-Consumer International.

Direct-to-Consumer. We sell our products directly to consumers through a global network of approximately 100 company-owned locations, consisting of full-price stores strategically positioned in high-end retail malls or street venues, outlet stores in premium outlet malls and our e-commerce websites. Direct-to-Consumer sales comprised approximately 48% of our net sales in 2011.

Indirect-to-Consumer. We sell our products indirectly to consumers through various channels that include partner stores (wholesale accounts operated by local distributors or retailers that carry only Tumi products and are governed by strict operating guidelines that we dictate), our

global wholesale distribution network of specialty luggage retailers, prestige department stores and business-to-business channels, retail concessions within prestige department stores and third-party e-commerce sites such as Amazon.com, Zappos.com and those of major department stores. Indirect-to-Consumer sales comprised approximately 52% of our net sales in 2011.

We offer travel and business products as well as accessories. Travel products include wheeled and soft carry-on luggage, garment bags, totes, duffels, wheeled packing cases and travel kits. Business products include business cases, day bags and totes. Accessories include small leather goods, travel electronics and other accessories.

We have grown our business by focusing on five founding principles:

Excellence in design

Functional superiority

Technical innovation

Unparalleled quality

World-class customer service

Our Competitive Strengths

Premium lifestyle brand. We are a leading premium lifestyle brand and our products are frequently purchased by sophisticated professionals and frequent travelers. The strength of our brand is built on our heritage as a producer of high-end performance luggage and business cases. We have developed a loyal consumer base that we believe values the superior quality, performance, functionality and durability of our products, as well as the status and reputation of the Tumi brand. We believe the Tumi brand maintains its premium position and pricing as a result of our meticulous approach to product development that combines superior quality and durability with functional and innovative design. Our continued focus on our five founding principles allows us to both reinforce our reputation for high quality products and strengthen our brand awareness.

Successful multi-channel global distribution model. Our diverse geographic presence enables us to distribute our products globally through multiple flexible distribution channels, each with favorable economics. We have positioned our various distribution channels in geographies that we believe offer significant future growth potential. This has enabled us to enhance our brand, increase our margins and self-fund our expansion while limiting our exposure to economic and business dislocations in any single geography or distribution channel. We implement targeted region-specific approaches to opening additional door locations in our various markets:

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In North America and Western Europe, we focus on expanding our sales by opening company-owned retail locations, expanding our e-commerce business and expanding our Indirect-to-Consumer distribution channels.

•

In Asia, Eastern Europe and Central and South America, we focus on expansion in the Indirect-to-Consumer channel and increasing brand presence while maintaining maximum flexibility in our cost structure. We limit our capital investment in these regions by selecting distribution and wholesale partners that are experienced in working with premium brands, understand local real estate considerations and appreciate local demographics.

Today, we have approximately 1,600 global points of distribution, an increase of 31% since 2006. In that time, we have more than doubled the number of company-owned retail locations and partner stores globally, expanded into several new geographical markets, more than doubled our net sales from outside North America, increased our door presence in international airports and expanded our online presence and sales.

Technical and design innovation. Our products are created to achieve superior levels of design, performance and style. We are committed to innovation and design quality, and foster this commitment in many ways, including strategic investments in cutting edge tools, dyes and materials. In addition, we maintain and utilize a database of over 16,000 consumers who provide us with periodic feedback on our products, designs and after-sales service. Our ongoing focus on improving the form and function of our products has enabled us to design innovative products that anticipate and address consumer needs and design trends on both functional and stylistic levels. We have introduced several proprietary luggage components and systems such as a patented luggage expansion system and the Fusion Z ballistic nylon material. Our proprietary designs and product features are protected by over 180 design or mechanical patents, with 56 additional patent applications pending. Rigorous materials and product testing in the U.S. and Asia further contribute to product quality and compliance with environmental standards. We regularly update our collections and collaborate with various designers on limited edition collections to provide consumers with new and distinctive product offerings. In the past three years, we have received numerous industry awards for innovation and design excellence.

Exceptional consumer loyalty. We experience exceptional brand loyalty from our consumers, which we believe emanates from our longstanding commitment to functionality, quality, durability and customer service, which includes both excellent pre-sale customer service, as well as a global network of stores and service centers that provide exceptional after-purchase service. According to a recent attitude and usage survey, which we commissioned and which was conducted by Northstar Research Partners in 2011, satisfaction among Tumi owners is high across all product categories in which we participate. The average Tumi consumer has made repeat purchases in the last three years, spending on average over $500. Surveyed consumers also indicate an active willingness to make future purchases and to recommend the Tumi brand to others.

Strong revenue and operating income growth. Our flexible and scalable operating model has allowed us to achieve a high level of self-funded growth without compromising our ability to efficiently manage our operating expenses. From 2005 to 2011, we achieved strong compound annual growth of 12% in net sales and 17% in operating income in a period that included a severe economic downturn. We had a strong operating margin of 18% in 2011, which has improved by 380 basis points since 2005. Our business generated strong cash flows from operations of $40.0 million and $20.2 million for the years ended December 31, 2011 and 2010, respectively.

Experienced management team. The top five members of our management team have an average of 30 years of experience in the retail and the consumer packaged goods industries. This team has a demonstrable track record of delivering strong growth and increased profitability. The members of our team are all recognized leaders in their respective areas of expertise, as well as highly trained and educated professionals. Their experiences with leading retail and consumer packaged goods organizations have enabled us to deliver strong performance and to grow, including during business cycle downturns.

Growth Strategy

The key elements of our growth strategy are:

Expand our store base. We believe there continues to be significant opportunity for us to expand our company-owned retail store network in North America and internationally. We plan to add new stores in upscale mall market locations and prestige street venues where we are currently underrepresented. In addition, we selectively target the affluent and business markets in small and mid-sized cities where there is demonstrated foot traffic and an established Tumi consumer base that is not being sufficiently served by multi-brand travel goods and accessories retailers. We also believe there is further opportunity to develop company-owned outlet stores in premium outlet malls where we currently do not have a presence. Our store-opening strategy focuses on opening profitable company-owned retail locations. We have opened 22 company-owned stores since January 1, 2009 (3 stores in 2009, 8 stores in 2010 and 11 stores in 2011). We currently expect to open 8 to 16 company-owned stores in each of the next three years. While we may be unable to successfully open new company-owned stores according to plan, we have identified nearly 200 potential sites for new company-owned stores and believe we have a market opportunity to more than triple our current number of company-owned retail and outlet stores over the long term.

Expand wholesale distribution globally. We currently sell products in approximately 1,500 wholesale doors in over 70 countries. We plan to continue expanding wholesale distribution globally, with a focus on key markets in Asia (including mainland China, India, Japan and Korea), Eastern Europe and Central and South America. As part of this strategy, we will continue to develop relationships with wholesale distributors in these attractive geographies (in both new and existing markets), increase wholesale and distribution opportunities as well as expand into additional airport locations worldwide. We expect this distribution expansion will take several forms as appropriate for the specific market opportunity, including Tumi shop-in-shops, Tumi-defined corners within existing wholesale accounts or concession and consignment arrangements.

Continue to increase our brand awareness. We seek to increase our brand awareness among our targeted consumer base through retail and wholesale distribution expansion, select marketing initiatives, new product lines and brand extensions. In the wholesale distribution channel, we target distribution expansion by increasing the number of our partner stores where we can control the consumer experience. We will continue to focus on in-store marketing, and we plan to effectively utilize our website, social networking sites and other online forms of communication to build consumer knowledge of the Tumi brand. We believe increasing brand awareness will lead to greater foot traffic in our current locations, enable us to continue increasing our loyal consumer base and ultimately contribute to enhanced growth and profitability.

Broaden the appeal of our products through new product introductions. We seek to design products that are innovative, functional and stylish. We anticipate introducing new products in lighter weight and durable materials, colors which appeal to women and men, premium products with a classic or contemporary design, as well as stylish and durable products at more accessible price points for our younger consumer, such as our T-Tech line. We also plan to continue to introduce new products to our successful brand extension lines, including eyewear, belts and other accessories.

Improve our store operations. Our average sales per square foot in company-owned stores has increased from $642 in 2005 to $972 in 2011. We continue to focus on improving store

efficiency, including through our retail performance maximization, or RPM, program, which was implemented in 2009. The RPM program emphasizes training and staff development programs and the effective use of visual merchandising and fixtures. Our goal is to continue to increase sales per store by increasing conversion rates and units and dollars per transaction, while enhancing the consumer experience.

Expand our e-business. Our e-commerce business consists of our websites and our wholesale sales to third-party e-commerce websites. This online presence is an extension of our brand and points of distribution, serving both as an informational resource and a complementary sales channel for our consumers. E-commerce sales grew by 55% in 2011 compared with 2010 and represented approximately 10% of our net sales in 2011. We expect sales from this channel to continue to grow as consumers become more aware of our e-commerce capabilities and we continue to expand our online transactional presence into new markets.

Risk Factors

Our business is subject to risks, as discussed more fully in the section entitled “Risk Factors” beginning on page 13. You should carefully consider all of the risks discussed in the “Risk Factors” section before investing in our common stock. In particular, the following risks, among others, may have an adverse effect on our business, which could cause a decrease in the price of our common stock and result in a loss of all or a portion of your investment:

our business is sensitive to consumer spending and general economic conditions;

a decrease in travel levels could negatively impact sales of our travel goods;

our business is subject to risks inherent in global sourcing;

we depend on the strength of the Tumi brand; and

we may be unable to successfully open new store locations in a timely and profitable manner which could harm our results of operations and our growth strategy.

Our Principal Stockholder

We are, and after giving effect to this offering, including the intended use of proceeds, will continue to be, controlled by funds managed by, or entities affiliated with, Doughty Hanson & Co Managers Limited, or collectively Doughty Hanson. As a result, Doughty Hanson will be able to exert significant voting influence over us and our significant corporate decisions. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—Doughty Hanson will be able to exert significant influence over us and our significant corporate decisions.” For information regarding Doughty Hanson’s ownership upon consummation of this offering as well as a sensitivity analysis regarding such ownership, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization.”

The Doughty Hanson group is a leading European private equity group specializing in investments in mid-market businesses headquartered in Europe and North America. The Doughty Hanson group was founded in 1985 and is based in London, United Kingdom, with additional offices across Europe and in the United States. Private equity funds managed by the Doughty Hanson group today typically invest between €100 million and €300 million in companies with enterprise values between €250 million and €1 billion.

Reorganization

We currently have Series A preferred stock and common stock outstanding. We also currently have a subsidiary, Tumi II, LLC, or the LLC, whose equity capitalization consists of common interests and preferred interests. We own all of the LLC’s common interests and Doughty Hanson owns all of the LLC’s preferred interests. We effected a 101.200929-for-1 common stock split on April 4, 2012. In the event that the actual initial public offering price differs from $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, we intend to effect a subsequent common stock split or reverse stock split, as applicable, which we refer to as the Subsequent Split, shortly after the pricing of this offering. In addition, prior to the closing of this offering, we will effect the following transactions:

the LLC’s preferred interests will be exchanged for an economically equivalent new class of Tumi Holdings, Inc.’s preferred stock and immediately thereafter the LLC will merge with and into Tumi Holdings, Inc. with Tumi Holdings, Inc. continuing as the surviving corporation;

in the merger, the LLC’s common interests will be canceled; and

following the merger, we will use the net proceeds from the sale of shares by us in this offering to repurchase all of the new class of our preferred stock and our Series A preferred stock at their respective liquidation preference (plus any accrued and unpaid dividends); and $4.7 million of shares of our common stock at the initial public offering price per share, net of underwriting discounts and commissions, held by the former LLC’s preferred interests holders and the Series A preferred stockholders, which consist only of Doughty Hanson, which common stock repurchase we refer to as the Common Stock Repurchase. See “Use of Proceeds.”

We refer to the above transactions, including the stock split and the Subsequent Split, as the Reorganization.

After giving effect to the Reorganization and this offering, including the application of proceeds therefrom, our outstanding capital stock will consist solely of common stock.

Corporate Information

We were founded in 1975. Tumi Holdings, Inc. was incorporated in Delaware during September, 2004, in connection with its acquisition by funds managed by Doughty Hanson.

Our principal executive offices are located at 1001 Durham Avenue, South Plainfield, New Jersey 07080, and our telephone number is (908) 756-4400. Our corporate website address is www.tumi.com. Information on, or accessible through, our website is not part of this prospectus.

Recent Developments

We are currently finalizing our unaudited interim financial statements at and for the three months ended March 25, 2012, including our results of operations for that period. While financial statements as of and for such period are not available, based on the information currently available, we preliminarily estimate that for the three months ended March 25, 2012:

net sales were between $78.5 million and $80.5 million compared with $65.9 million for the three months ended March 27, 2011;

gross margin was between $44.5 million and $46.0 million compared with $37.1 million for the three months ended March 27, 2011;

operating income was between $12.9 million and $13.5 million compared with $9.4 million for the three months ended March 27, 2011;

net income was between $1.0 million and $1.7 million compared with a net loss of $0.1 million for the three months ended March 27, 2011; and

comparable store sales growth was between 9.0% and 10.5% compared with 21.4% for the three months ended March 27, 2011.

The estimated increase in net sales for the three months ended March 25, 2012 as compared to the three months ended March 27, 2011 was attributable to strong performance in our Direct-to-Consumer North America segment, which was driven by four new store openings (offset by two store closings), double-digit comparable store sales growth and positive consumer reactions to new product offerings. Net sales growth was also attributable to strong performance in the Indirect-to-Consumer International segment, which was driven by net sales in the Asia-Pacific region and positive consumer reactions to new product offerings. The growth in our Indirect-to-Consumer North America segment and small decline in our Direct-to-Consumer International segment did not contribute materially to overall net sales growth in the quarter. The estimated increase in operating income for the three months ended March 25, 2012 as compared to the three months ended March 27, 2011 was driven by the net sales performance in the Direct-to-Consumer North America and Indirect-to-Consumer International segments as well as by increased gross margins.

The preliminary financial information above is unaudited and there can be no assurance that it will not vary from our actual financial results as of and for the three months ended March 25, 2012. The preliminary financial information above reflects estimates based only on preliminary information available to us as of the date of this prospectus, has not been subject to our normal quarterly closing procedures and adjustments, which may be material, and is not a comprehensive statement of our financial results for the three months ended March 25, 2012. Accordingly, you should not place undue reliance on these preliminary estimates. The estimates above are not necessarily indicative of any future period and should be read together with “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.

The preliminary financial information above has been prepared by, and is the responsibility of, our management. Our independent, registered public accounting firm has not audited, reviewed or performed any procedures with respect to the preliminary financial information and does not express an opinion or any other form of assurance with respect thereto.

The Offering


Common stock offered by us		17,559,248 shares

Common stock offered by the selling stockholders		1,220,617 shares

Option to purchase additional shares from the selling stockholders		2,816,980 shares

Common stock to be outstanding immediately after this offering (and the Subsequent Split, if applicable)		67,866,667 shares

Use of proceeds		The net proceeds to us from the sale of common stock by us in this offering will be $264.1 million, after deducting underwriting discounts and commissions. We intend to use the net proceeds we receive from this offering to repurchase all of our preferred stock and a portion of our common stock owned by Doughty Hanson. We intend to use cash on hand to pay estimated offering expenses payable by us and the cash bonus due to Jerome Griffith, our Chief Executive Officer, President and Director, upon the consummation of this offering. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. For more information and a sensitivity analysis regarding the assumed initial public offering price, see “Use of Proceeds.”

Dividend policy		We do not anticipate paying dividends on our common stock. We intend to retain earnings to fund our working capital needs and growth opportunities.

New York Stock Exchange symbol		“TUMI”

Risk factors		Investing in our common stock involves a high degree of risk. Please read carefully all of the information set forth in this prospectus, including the section entitled “Risk Factors” beginning on page 13 for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.

Unless otherwise indicated, the information presented in this prospectus:

assumes an initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus;

gives effect to a 101.200929-for-1 common stock split effected on April 4, 2012;

Summary Consolidated Financial Data

The summary historical consolidated financial information set forth below for each of the years ended December 31, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Capitalization,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.


Income Statement Data:	For the years ended December 31,
	2011			2010			2009
	(dollars in thousands, except per share and average net sales data)
Net sales	$	329,968		$	252,803		$	196,576
Cost of sales		140,954			106,533			85,963

Gross margin		189,014			146,270			110,613

Operating expenses:
Selling		21,957			16,865			14,109
Marketing		13,377			7,779			5,793
Retail operations		67,465			57,526			54,685
General and administrative(1)		25,782			23,474			19,921

Total operating expenses		128,581			105,644			94,508

Operating income		60,433			40,626			16,105
Other income (expenses):
Interest expense		(2,423	)		(4,753	)		(9,653	)
Dividend expense on mandatorily redeemable preferred stock and preferred equity interests		(22,857	)		(20,779	)		(18,890	)
Earnings (losses) from joint venture		587			529			(528	)
Foreign exchange (losses) gains		(61	)		(975	)		258
Other non-operating income (expenses)		267			(167	)		(342	)

Total other expenses		(24,487	)		(26,145	)		(29,155	)

Income before taxes		35,946			14,481			(13,050	)
Provision for income taxes		19,354			14,377			2,978

Net income (loss)	$	16,592		$	104		$	(16,028	)

Weighted average common shares outstanding: basic and diluted(2)(3)		50,619,919			50,619,919			32,043,310

Basic and diluted earnings (loss) per common share(2)(3)	$	0.33		$	0.00		$	(0.50	)

Other Financial and Operational Data:
Adjusted EBITDA(4)	$	72,193		$	50,794		$	27,252
Depreciation and amortization	$	10,089		$	9,788		$	10,001
Number of company-owned stores (at period end)		97			86			84
Average net sales per square foot(5)	$	972		$	821		$	629
Comparable store sales growth (for period)(6)
North America full-price		22.2	%		30.5	%		(16.2	)%
North America outlet		17.2	%		21.4	%		(9.6	)%
International (in local currency)		10.8	%		22.0	%		0.5	%


	As of December 31, 2011
	Actual		As adjusted(7)
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	32,735	$	31,013
Working capital(8)		33,968		33,830
Total assets		446,341		442,626
Long-term debt (including current portion)		64,000		64,000
Mandatorily redeemable preferred stock and preferred equity interests		251,429		—
Total liabilities		427,624		174,338
Total stockholders’ equity		18,717		268,288

(1)	General and administrative expenses includes warranty and repair costs, product design and development costs, shipping and distribution costs, amortization of customer list and other general operating expenses.

(2)

Does not give effect to the Subsequent Split, the ratio of which will only be known after the actual initial public offering price is known. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization” for a sensitivity analysis and information on how the Subsequent Split may require retrospective presentation in periodic reports we file after we become a public company.

(3)	Gives effect to the 1-to-2,000 reverse common stock split effected in March 2010 and the 101.200929-for-1 common stock split effected on April 4, 2012.

(4)

Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) are non-GAAP financial measures. Adjusted EBITDA is defined as net income plus interest expense, net, dividend expense on mandatorily redeemable preferred stock and preferred equity interests, provision for income taxes, depreciation and amortization, loss on disposal of fixed assets and other non-cash charges. Net income (loss) before preferred dividend expense (non-cash) is defined as net income (loss) plus dividend expense on mandatorily redeemable preferred stock and preferred equity interests. Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) are not measures of operating income or operating performance presented in accordance with U.S. generally accepted accounting principles, or GAAP.

Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) are important supplemental measures of our internal reporting, including for our board of directors and management, and is a key measure we use to evaluate profitability and operating performance. Our current incentive compensation plan is based on the attainment of certain Adjusted EBITDA objectives. Additionally, Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) provide investors and other users of our financial information, when viewed in conjunction with our consolidated financial statements, consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operating performance and facilitates comparisons with other companies. We use these metrics in conjunction with GAAP operating performance measures as part of our overall assessment of our performance. Undue reliance should not be placed on these measures as our only measures of operating performance.

Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) have limitations as analytical tools, and when assessing our operating performance, you should not consider Adjusted EBITDA and net income (loss) before preferred dividend expense (non-cash) in isolation, or as a substitute for net income. Such limitations include, among others:

these measures do not reflect interest expense, net and dividend expense on mandatorily redeemable preferred stock and preferred equity interests;

these measures do not reflect income taxes or the cash requirements for any tax payments;

although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements;

these measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

these measures do not reflect changes in, or cash requirements for, our working capital needs; and

other companies may calculate these measures differently than we do, or not at all, limiting its usefulness as a comparative measure.

Reconciliation of net income (loss) to Adjusted EBITDA is presented below:


	For the years ended December 31,
	2011		2010		2009			2008			2007
	(dollars in thousands)
Net income (loss)	$	16,592	$	104	$	(16,028	)	$	(12,094	)	$	(2,972	)
Dividend expense on mandatorily redeemable preferred stock and preferred equity interests		22,857		20,779		18,890			17,173			15,612

Net income (loss) before preferred dividend expense (non-cash)		39,449		20,883		2,862			5,079			12,640
Interest expense		2,423		4,753		9,653			7,941			11,979
Provision for income taxes		19,354		14,377		2,978			4,821			8,284
Depreciation and amortization		10,089		9,788		10,001			10,231			8,234
Loss on disposal of fixed assets		10		187		600			432			117
Other		868		806		1,158			509			381

Adjusted EBITDA	$	72,193	$	50,794	$	27,252		$	29,013		$	41,635

(5)	Represents company-owned stores only.

(6)

(7)

This column gives effect to (i) the sale of 17,559,248 shares of our common stock by us in this offering at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions, (ii) the application of the net proceeds therefrom as described in “Use of Proceeds” (of such net proceeds intended to repurchase $157.7 million and $101.7 million of our outstanding shares of our Series A preferred stock and the new class of preferred stock, respectively, approximately $8.0 million is included in cash for the dividends that will accrue on the aforementioned preferred stock from January 1, 2012 through the estimated consummation of this offering) and (iii) the use of $4.8 (less $0.1 million in offering expenses that have already been paid as of December 31, 2011) million of cash on hand to pay estimated offering expenses payable by us and approximately $5.0 million of cash on hand, based on the midpoint of the price range set forth on the cover of this prospectus, to pay the cash bonus due to Jerome Griffith, our Chief Executive Officer, President and Director, upon the consummation of this offering. For a sensitivity analysis regarding the amount of Mr. Griffith’s cash bonus, see “Compensation Discussion and Analysis—Bonus Agreement with Mr. Griffith.”

(8)	Working capital is defined as current assets (excluding cash and cash equivalents), less current liabilities (excluding current portion of long-term debt).

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, results of operations and cash flow. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

Our business is sensitive to consumer spending and general economic conditions.

Consumer purchases of discretionary premium items, which include all our products, may be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies. Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower, and these risks may be exacerbated for us due to our focus on discretionary premium items. A downturn in the global economy, or in a regional economy in which we have significant sales, could have a material, deleterious effect on consumer purchases of our products, our results of operations and our financial position, and a downturn adversely affecting our affluent consumer base or travelers could have a disproportionate impact on our business. There continues to be significant volatility and uncertainty in the global economy. In particular, the current uncertainty in Europe (including concerns that certain European countries may default in payments due on their national debt) and any resulting disruption could adversely impact our net sales in Europe and globally unless and until economic conditions in that region improve and the prospects of national debt defaults in Europe decline. Further or future downturns may adversely affect traffic at our stores and other retail locations, and at the retail locations of our wholesale customers, and could materially and adversely affect our results of operations, financial position and growth strategy.

A decrease in travel levels could negatively impact sales of our travel goods.

Sales of travel goods, which comprised approximately 46% of our net sales in 2011, are significantly dependent on travel as a driver of consumer demand. The growing “wealth effect” in emerging markets and the growth in low-cost airlines in both developed and emerging economies, among other factors, have contributed to increased travel levels and increased spending on travel goods over the past ten years, which has in turn contributed to our growth. A significant portion of our consumers travel by air, and many of our products are targeted at travelers in general and at air travelers in particular. The travel industry is highly susceptible to certain kinds of events that can depress travel generally and accordingly depress demand for travel and travel-related products, including outbreaks of contagious disease, natural disasters, acts of war, terrorist attacks or other catastrophic events. Additionally, adverse changes in global economic conditions can have a negative effect on business and leisure travel. If the travel industry is impacted, either globally or in any region in which we have significant operations, by events that depress travel levels, sales of our travel goods could decline significantly, which could have a material adverse effect on our results of operations and financial position.

We outsource the manufacture and assembly of all our products to companies located in Asia and the Caribbean. We do not control our independent manufacturers and suppliers or their labor and other business practices. Violations of labor, environmental or other laws by an independent

manufacturer or supplier, or divergence of an independent manufacturer’s or supplier’s labor or other practices from those generally accepted as ethical or appropriate in the U.S., could disrupt the shipments of our products or draw negative publicity for us, thereby diminishing the value of our brand, reducing demand for our products and adversely affecting our net income. Additionally, since we do not manufacture our products, we are subject to risks associated with inventory and product quality-control.

Further, we have not historically entered into manufacturing contracts with our manufacturers. Identifying a suitable manufacturer is an involved process that requires us to become satisfied with the prospective manufacturer’s quality control, responsiveness and service capabilities, financial stability and labor practices. While we have business continuity and contingency plans for alternative sourcing, we may be unable, in the event of a significant disruption in our sourcing, to locate alternative manufacturers or suppliers of comparable quality at an acceptable price, or at all, which could result in product shortages or decreases in product quality, and adversely affect our net sales, gross margin, net income, customer relationships and our reputation.

We currently derive substantially all of our net sales from sales of Tumi branded products. The reputation and integrity of the Tumi brand are essential to the success of our business. We believe that our consumers value the status and reputation of the Tumi brand, and the superior quality, performance, functionality and durability that our brand represents. Maintaining and enhancing the status and reputation of the Tumi brand image are also important to expanding our consumer base. Our continued success and growth depend on our ability to protect and promote the Tumi brand, which, in turn, depends on factors such as the quality, performance, functionality and durability of our products, the image of our company-owned and partner stores, our communication activities, including advertising and public relations, and our management of the consumer experience, including direct interfaces through customer service and warranty repairs. We may need to make substantial investments in these areas in order to maintain and enhance our brand, and such investments may not be successful. Additionally, to the extent our third-party distributors fail to comply with our operating guidelines, we may not be successful in protecting our brand image and controlling our store appearance. Product defects, product recalls, counterfeit products, significant discounts by wholesalers, ineffective marketing and local labor practices are among the potential threats to the strength of our brand, and to protect our brand’s status, we may need to make substantial expenditures to mitigate the impact of such threats. In addition, if we fail to continue to innovate so that our products are no longer deemed to achieve superior levels of function, quality and design, or to otherwise be sufficiently distinguishable from our competitors’ products, or if we fail to manage the growth of our store base in a way that protects the high-end nature of our brand, the value of the Tumi brand may be diluted, and we may not be able to maintain our premium position and pricing or sales volumes, which could adversely affect our financial performance and business. In addition, we believe that maintaining and enhancing our brand image in new markets where we have limited brand recognition is important to expanding our consumer base. If we are unable to maintain or enhance our brand in new markets, then our growth strategy could be adversely affected.

We may be unable to successfully open new store locations in a timely and profitable manner which could harm our results of operations and our growth strategy.

From January 1, 2005 through December 31, 2011, we increased the number of our company-owned stores from 40 to 97. Our growth strategy depends, in part, on our ability to continue to successfully open and operate new company-owned stores. Such ability depends on many factors, some of which are not in our control, including our ability to:

Our growth strategy includes plans to open new company-owned stores in or near areas where we have existing stores. To the extent we open new stores in markets where we already have stores, we may experience reduced net sales in those existing stores. The success of new store openings may also be affected by our ability to initiate marketing efforts in advance of or after opening our first store in a particular region. Additionally, in opening new company-owned stores, we incur start-up costs and early-stage operating expenses, which may be higher than we expect. New stores may post initial losses and often have lower margins during their early years of operations, which could strain our resources and adversely impact our results of operations. It often takes several years for a new company-owned store to achieve margins comparable with our more mature company-owned stores. Our new company-owned stores may not be received as well as our existing stores and may not meet our financial targets or generate the same profit levels as our existing stores within the time periods that we estimate, or at all. The amount of net sales for any store during its first year of operation is highly dependent on economic conditions in the store’s particular geography, competition and other factors that make it difficult to predict net sales on a store-level basis. If our stores fail to achieve, or are unable to sustain, acceptable net sales and profitability levels, our business may be materially harmed and we may incur significant costs associated with closing or relocating our stores. Further, as we open new company-owned stores, our operations will become more complex, and managing them will become more challenging. We cannot anticipate all of the demands that our growth strategy will impose on our business. If we fail to successfully open and operate new company-owned stores and address the increased demands of our growth strategy on our business, our financial performance and growth strategy may be adversely affected.

The cost of raw materials, labor or freight could lead to an increase in our cost of sales and cause our results of operations to suffer.

Increasing costs for raw materials (due to limited availability or otherwise), labor or freight could make our sourcing processes more costly and negatively affect our gross margin and profitability. Labor costs at many of our independent manufacturers’ sites have been increasing and it is unlikely that these increases will abate. Wage and price inflation in our source countries could cause unanticipated price increases which may be significant. Such price increases by our independent manufacturers could be rapid in the absence of manufacturing contracts. Energy costs have fluctuated dramatically in the past and may fluctuate in the future. Rising energy costs may increase our costs of transporting our products for distribution, our utility costs in our offices and owned stores and the costs of products that we source from independent suppliers. Further, many of our products are made of materials, such as ballistic nylon, high impact plastics, plastic-injected molded parts, and lightweight high tensile strength metals, that are either petroleum-based or require energy to construct and transport. Costs for transportation of such materials have been increasing as the price of petroleum increases. Our independent suppliers and manufacturers may attempt to pass these cost increases on to us, and our relationships with them may be harmed or lost if we refuse to pay such increases, which could lead to product shortages. If we pay such increases, we may not be able to offset them through increases in our pricing and other means, which could adversely affect our ability to maintain our targeted gross margins. If we attempt to pass the increases on to consumers, our sales may be adversely affected.

Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure the brand and negatively affect sales.

Our trademarks, copyrights, patents, designs and other intellectual property rights are important to our success and our competitive position. We devote significant resources to the registration and protection of our trademarks and patents. In spite of our efforts, counterfeiting and design copies still occur. If we are unsuccessful in challenging the usurpation of these rights by third parties, this could adversely affect our future sales, financial condition, and results of operations. Our efforts to enforce our intellectual property rights are often met with defenses and counterclaims attacking the validity and enforceability of our intellectual property rights. Unplanned increases in legal fees and other costs associated with protecting our intellectual property rights could result in higher operating expenses. Additionally, legal regimes outside the United States, particularly those in Asia, including China, may not always protect intellectual property rights to the same degree as U.S. laws, or the time required to enforce our intellectual property rights under these legal regimes may be lengthy and delay recovery.

We operate in a global marketplace with approximately 32% of our 2011 net sales from operations outside North America. In addition, international sales growth is a key element of our growth strategy. We are subject to risks associated with our international operations, including:

Any of these risks could have an adverse impact on our results of operations, financial position or growth strategy.

Furthermore, some of our international operations are conducted in parts of the world that experience corruption to some degree. Although we have policies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S. Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010), our employees and wholesalers could take actions that violate applicable anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have an adverse impact on our reputation, our results of operations or our financial position.

We incur substantially all our cost of sales in U.S. dollars, but some of our net sales are collected in currencies other than the U.S. dollar. We set the retail prices for our products in foreign countries at periodic intervals. If there is a significant weakening of the exchange rate in the local currency in which our net sales are generated after we set retail prices for our products in that country, our anticipated

gross margins would be reduced. Conversely, if there is a significant strengthening of the exchange rate after we set retail prices, the retail prices of our products in that country may be viewed by consumers as comparatively expensive and local demand for our products may decrease until we reset our retail prices for our products in that country. In addition, foreign exchange movements may also negatively affect the relative purchasing power of foreign tourists and result in declines in travel volumes or their willingness to purchase discretionary premium goods, such as our products, while traveling, which would adversely affect our net sales.

Substantially all of our purchases from our foreign suppliers are denominated in U.S. dollars. A precipitous or prolonged decline in the value of the U.S. dollar could cause our foreign suppliers to seek price increases on the goods they supply us, which would adversely affect our gross margins if market conditions prevent us from passing those costs on to consumers. We do not currently use the derivative markets to hedge foreign currency fluctuations.

Our functional currency is the U.S. dollar, and our consolidated financial statements are reported in U.S. dollars. Consequently, fluctuations in the value of local currencies in which we derive significant net sales may impact the U.S. dollar amounts reflected in our financial statements. As a result, these U.S. dollar amounts may obscure underlying financial trends that would be apparent in financial statements prepared on a constant currency basis.

Our results of operations are subject to seasonal and quarterly fluctuations, which could adversely affect the market price of our common stock.

Our quarterly results of operations may fluctuate significantly as a result of a variety of factors, including:

A significant portion of our net revenues and operating cash flows have historically been realized during November and December each year, primarily due to increased retail activity during the holiday seasons, and therefore the fourth quarter factors more significantly into our results for the fiscal year. In 2011, fourth quarter net sales and operating income represented 32% and 42%, respectively, of our annual net sales and operating income. Any disruption in our ability to process, produce and fill customer orders in the fourth quarter could have a negative effect on our quarterly and annual operating results. Additionally, any disruption in our business operations or other factors that could lead to a material shortfall compared with our expectations for the fourth quarter could result in a significant shortfall in net sales and operating cash flows for the full year.

The growth of our business depends on the successful execution of our growth strategy, including our efforts to expand internationally and grow our e-commerce business.

Our current growth strategy depends on our ability to continue to expand geographically in a number of international regions including Asia, Europe and South America. In China, we plan to open

additional Tumi points of distribution, and currently have distribution agreements with our China-based distribution partners. These arrangements are contingent upon our partners’ ability to help expand distribution points and open Tumi free-standing shops in the major regions of China’s mainland. If our partners do not perform as we expect we may be required to seek new partners, and the delay this would cause could limit our ability to maintain our growth rate in the Asia-Pacific region. In addition, we recently expanded into India and Brazil, but barriers to trade, including high tariffs, may depress our earnings potential in those and other markets. Further, the implementation of higher tariffs, quotas or other restrictive trade policies in any international regions in which we operate or seek to operate could adversely affect our ability to maintain our existing, or commence new, international operations, which could have an adverse impact on our growth strategy. We have only recently begun to focus our operations in countries in the Asia-Pacific and Latin American region, and in many of them we face established competitors. Countries in these regions often have different operational characteristics from the regions in which we are more established, including employment and labor, transportation, logistics, real estate, and local reporting or legal requirements. Further, consumer demand behavior, as well as tastes and purchasing trends, may differ in these countries and, as a result, sales of our products may not be, or may take time to become, successful, and gross margins on those net sales may not be in line with what we currently experience. Our ability to execute our international growth strategy in countries where we have recently begun to focus our operations, or where we are not yet established, depends on our ability to identify, and maintain successful relationships with, local distribution and wholesale partners that have experience working with premium brands, understand local real estate considerations and appreciate regional market demographics, and we may not be able to identify and agree on terms with, or to successfully maintain relationships with, such partners. In those countries, we also face significant competition to attract and retain experienced and talented employees. If our international expansion plans are unsuccessful, our growth strategy and our financial results could be materially adversely affected.

In addition, expansion of our company-owned and partner retail store networks in North America is a key part of our growth strategy. If we are unable to successfully identify and expand our presence in new locations in North America, our growth strategy could be adversely affected. Other important components of our growth strategy include increasing our brand awareness, improving our store operations, and continuing the success of existing products and the successful design and introduction of new products. Our ability to create new products and sustain existing products is in part contingent on our ability to successfully anticipate and respond to changing consumer preferences. The failure to increase our brand awareness while retaining our brand’s premium image, to improve our store operations, or to develop and launch new products successfully could adversely affect our growth strategy. Further, we intend to expand our e-commerce business, which may reduce sales through other retail and outlet distribution channels.

If we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitability could be adversely affected.

The success of our business in each of the regions in which we operate depends on our ability to identify the key product and market trends in those regions and then to design and bring to market in a timely manner products that satisfy the current preferences of a broad range of consumers in each respective region (either by enhancing existing products or by developing new product offerings). Consumer preferences differ across and within each of our operating regions, and shift over time in response to changing aesthetics, means of travel and economic circumstances. We believe that our success in developing products that are innovative and that meet our consumers’ functional needs is an important factor in our image as a premium brand, and in our ability to charge premium prices. We may not be able to anticipate or respond to changes in consumer preferences in one or more of our operating regions, and, even if we do anticipate and respond to such changes, we may not be able to bring to market in a timely manner enhanced or new products that meet these changing preferences. If

we fail to anticipate or respond to changes in consumer preferences or fail to bring to market in a timely manner products that satisfy new preferences, our market share and our net sales and profitability could be adversely affected.

We may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

Part of our growth strategy is to introduce new consumers, including younger consumers, to the Tumi brand. If we are unable to attract new consumers, including younger consumers, our business and results of operations may be adversely affected as our core consumers’ age increases and levels of travel and purchasing frequency decrease. Initiatives and strategies intended to position our brand to appeal to new and younger consumers may not appeal to our core consumers, and may diminish the appeal of our brand to our core consumers, resulting in reduced core consumer loyalty. If we are unable to successfully appeal to new and younger consumers while maintaining our brand’s premium image with our core consumers, then our net sales and our brand image may be adversely affected.

Rapid deterioration of our wholesale customer base could erode our profitability.

Our Indirect-to-Consumer operating segments comprised approximately 52% of our net sales and 55% of our segments’ total operating income in 2011, while our Direct-to-Consumer operating segments comprised approximately 48% of our net sales and 45% of our segments’ total operating income in 2011. Many of our wholesale customers are family-run enterprises that have limited access to capital and undefined succession plans. If these customers reduce or cease operations or close prematurely, we may not be able to replace distribution with our own stores or with other wholesale customers, or we may need to make substantial investments to replace any such lost distribution, and such investments may not be successful. The erosion of our wholesale customer base could have an adverse impact on our cash resources, our gross margins and our overall profitability, adversely impacting our growth plan.

Fluctuations in our tax obligations and effective tax rate may have a negative effect on our operating results.

We are subject to income taxes in the United States and certain foreign jurisdictions. We record tax expense based on our estimates of future payments, which include reserves for uncertain tax provisions in multiple tax jurisdictions. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. Further, our effective tax rate in a given financial period may be materially impacted by changes in mix and level of earnings or by changes to existing accounting rules or regulations. In addition, tax legislation enacted in the future could negatively impact our current or future tax structure and effective tax rates.

If we are required to write down goodwill or other intangible assets, our results of operations and financial condition would be adversely affected.

Under GAAP, if we determine goodwill or other intangible assets are impaired, we will be required to write down these assets and record a non-cash impairment charge. As of December 31, 2011, we had goodwill of $142.8 million and other intangible assets of $131.2 million recorded in connection with our acquisition by Doughty Hanson in 2004. Other intangible assets, net consist primarily of brand/trade name, lease value and customer relationships.

Determining whether an impairment exists and the amount of the potential impairment involve quantitative data and qualitative criteria that are based on estimates and assumptions requiring

significant management judgment. Future events or new information may change management’s valuation of an intangible asset in a short amount of time. The timing and amount of impairment charges recorded in our statements of operations and write-downs recorded in our consolidated balance sheets could vary if management’s conclusions were different. Any impairment of goodwill or other intangible assets could have a material adverse effect on our results of operations and financial position. See Note 1 to our consolidated financial statements included elsewhere in this prospectus for additional information regarding impairments.

Our business could suffer if we are unable to maintain our network of sales and distribution channels or manage our inventory effectively.

We employ a multi-channel distribution strategy and make use of a variety of distribution channels, including full-price retail stores, outlet stores, our websites, partner stores, other wholesale distributors such as department stores and third-party e-commerce websites. The effectiveness of our multi-channel strategy depends on our ability to manage our inventory and our distribution processes effectively so as to ensure that our products are available in sufficient quantities at various points of sale and thereby prevent lost sales. If we are not able to maintain our sales and distribution channels, either because of untimely deliveries or otherwise, or if we are not able to effectively manage our inventory, we could experience a decline in net sales, as well as excess inventories for some products and missed opportunities for other products. In addition, the failure to deliver our products to certain wholesale distributors in accordance with our delivery schedules could damage our relationship with these distributors and may impair our ability to use the distribution channels provided by such distributors. Consequently, our net sales, profitability and the implementation of our growth strategy could be adversely affected.

We plan to use cash provided by operating activities to fund our expanding business and execute our growth strategy and may require additional capital, which may not be available to us.

Our business relies on net cash provided by our operating activities as our primary source of liquidity, and historically all of our growth activities have been funded using operating cash flows. To support our business and execute our growth strategy as planned, we will need to continue to generate significant amounts of cash from operations, including funds to pay our lease obligations, build out new store space, purchase inventory, pay personnel, invest further in our infrastructure and facilities, invest in research and development, and pay for the increased costs associated with operating as a public company. If our business does not generate cash flow from operating activities sufficient to fund these activities, and if sufficient funds are not otherwise available to us from our amended credit facility, we will need to seek additional capital, through debt or equity financings, to fund our growth. Conditions in the credit markets (such as availability of finance and fluctuations in interest rates) may make it difficult for us to obtain such financing on attractive terms or even at all. Additional debt financing that we may undertake, including in connection with an amended credit facility, may be expensive and might impose on us covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our capital stock, make investments and engage in merger, consolidation and asset sale transactions. Equity financings may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our equity securities may be lower than the price per share of our common stock in this offering. The holders of new securities may also have rights, preferences or privileges that are senior to those of existing holders of common stock. If new sources of financing are required, but are unattractive, insufficient or unavailable, then we will be required to modify our growth and operating plans based on available funding, if any, which would inhibit our growth and could harm our business.

Our amended credit facility may restrict our current and future operations.

In connection with this offering, we amended our former credit facility by entering into an amended credit facility. The agreement governing our amended credit facility contains, and our future debt instruments may contain, covenants that restrict our operations, including limitations on our ability to: grant liens; incur additional debt (including guarantees); pay dividends or distributions on or redeem or repurchase capital stock; prepay or repurchase certain debt; make investments; and consolidate or merge into, or sell substantially all of our assets to, another person. Any of these restrictions could limit our ability to plan for and react quickly to changing economic, industry and competitive conditions, impair our liquidity and capital resources, and otherwise restrict our business operations. Our ability to comply with these restrictions may be affected by events beyond our control.

As of December 31, 2011, our total debt was $64.0 million, comprised entirely of borrowings under our former credit facility. In connection with this offering, we consolidated the term loan facility and the revolving credit facility previously provided in the former credit facility into a single $70.0 million senior secured revolving credit facility. Our indebtedness could have important consequences to you, including:

Our extended supply chain requires long lead times and relies heavily on manufacturers in Asia.

We rely heavily on manufacturers in Asia which requires long lead times to get goods to markets. The long lead times often require us to carry extra inventory to avoid out-of-stocks. In the event of a decline in demand for our products, due to general economic conditions or other factors, we may be forced to liquidate this extra inventory at low margins or at a loss. In addition, as a result of these long lead times, design decisions are required to be made several months or as early as a year and a half before the goods are delivered. Consumers’ tastes can change between the time a product is designed and the time it takes to get to market. If the designs are not popular with consumers, it could also result in the need to liquidate the inventories at low margins or at a loss, which would adversely affect our results of operations.

We may be unable to maintain the appropriate balance between the autonomy of our regional markets and centralized management.

Our management strategy is based on giving a high degree of autonomy to our regional management teams in order to ensure that those management teams are in touch with developments in their respective regions. For instance, each of the regions in which we operate requires a different product mix, sales strategy, price point and relationship with distributors and vendors. Additionally, key management functions, including finance, treasury, sourcing initiatives, advertising, internal legal and coordination of the regions, are managed centrally. We may not always be able to maintain the appropriate balance between regional autonomy and central management. If we favor too much regional autonomy, we risk conflicting or inconsistent brand messages between different regions, which could damage our brand and increase costs. Additionally, if we are unable to maintain sufficient oversight of our partner stores, decisions could be made locally that we regard as not being in our

overall best interests, which could necessitate the diversion of management resources, result in the inability to capitalize on certain opportunities and/or cause damage to our brand. On the other hand, if we shift too much toward central management, we risk bringing to market products that are not in line with the tastes and preferences of each region, which could negatively affect our market share and net sales in such regions. In either instance, a failure to maintain the appropriate balance between regional autonomy and central management could adversely affect our business, net sales and profitability.

We depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failure to retain them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully.

The successful implementation of our growth strategy depends in part on our ability to retain our experienced management team and key employees and on our ability to attract appropriately qualified new personnel. For instance, our chief executive officer has extensive experience running branded consumer as well as retail-oriented businesses and our chief financial officer has extensive financial and operational experience in consumer packaged goods, manufacturing and distribution services. The loss of any key member of our management team or other key employees could hinder or delay our ability to implement our growth strategy effectively. Further, if we are unable to attract appropriately qualified new personnel as we expand over the next few years, we may not be successful in implementing our growth strategy. In either instance, our profitability and financial performance could be adversely affected. See “Management” for more detail on our executive officers.

We face strong competition in all of our product lines and markets, and we may not be able to successfully grow or retain market share in key targeted growth markets and product categories.

We face intense competition in all of the product lines and markets in which we operate from many competitors who compete with us on an international, regional or local level. Our strategy for future growth relies in part on growth in particular countries as well as in particular product categories, and we expect to continue to face strong competition from both global and regional competitors in all of our key growth markets and product categories. The Tumi brand, which is a key to our ability to compete successfully in our established markets and product categories, has less recognition in many of our targeted growth markets and product categories. We may be unable to establish our brand, or successfully compete once established, in these new markets and product lines. If we fail to compete effectively against our international or regionally focused competitors, we may be unable to expand our market share in our key growth markets or in key product categories, and we may be unable to retain our existing market share in key growth markets or in those markets in which we have traditionally had a strong presence. Failure to protect our market share on a regional level or to grow our market share in key growth markets and product categories could have a material adverse effect on our overall market share and on our net sales and profitability.

Our warehouse and distribution operations are critical to our success and any disruption from either man-made or natural disasters could negatively impact our operations.

We operate three distribution centers in the United States, Thailand and Germany which are critical to our ability to distribute our products on a timely basis. Damage or disruption to any of these warehouse locations could adversely affect our ability to fulfill orders for our products and thereby have a deleterious effect on our financial results. For example, our distribution facility in Thailand was recently impacted by flooding due to severe weather in that area and in the past our German warehouse was impacted by severe winter weather. In both cases our ability to operate was mitigated by the availability of our Vidalia, Georgia facility, which serves as a master distribution facility and is critical to our continued operations. If the Vidalia facility were to experience a disruption of service, our financial results and financial condition would be negatively impacted.

We do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductions and other means of promotion, our business could be adversely affected.

In 2011, we spent approximately 4% of our net sales on advertising and promotion expenses. Our marketing strategy depends on our ability to promote our brand’s message by using store window campaigns, product placements in editorial sections, social media to promote new product introductions in a cost effective manner, the use of catalog mailings and from time to time the use of newspapers and magazines. We do not employ traditional advertising channels such as billboards, television and radio. If our marketing efforts are not successful at attracting new consumers and increasing purchasing frequency by our existing consumers, there may be no cost-effective marketing channels available to us for the promotion of our brand. If we increase our spending on advertising, or initiate spending on traditional advertising, our expenses will rise, and our advertising efforts may not be successful. In addition, if we are unable to successfully and cost-effectively employ advertising channels to promote our brand to new consumers and new markets, our growth strategy may be adversely affected.

We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs.

We lease substantially all our facilities and company-owned store locations, and lease-related expense is a significant component of our operating expenses. We typically occupy our stores under operating leases with terms of up to ten years. We have been able to negotiate favorable rental rates over the last year due in part to the state of the economy; however, we may be unable to continue to negotiate such favorable terms, particularly in an improving commercial real estate market. Many of our leases have early cancellation clauses, which permit the lease to be terminated by us or the landlord if certain sales levels are not met in specific periods or if the shopping center does not meet specified occupancy standards. In addition to future minimum lease payments, some of our store leases provide for the payment of common area maintenance charges, real property insurance and real estate taxes. Many of our lease agreements have escalating rent provisions over the initial term and any extensions. As we grow our store base, our lease expense and our cash outlays for rent under lease agreements will increase. Our substantial operating lease obligations could have significant negative consequences, including:

Any of these consequences could place us at a disadvantage with respect to our competitors. We depend on cash flow from operating activities to pay our lease expenses and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities to fund these lease expenses and needs, then we may not be able to service our lease expenses, grow our business, respond to competitive challenges or fund our other liquidity and capital needs, which would harm our business.

Additional sites that we lease may be subject to long-term non-cancelable leases if we are unable to negotiate our current standard lease terms. In the past five years, we have closed nine stores. If an existing or future store is not profitable and we decide to close it, then we may nonetheless be committed to perform our obligations under the applicable lease, including paying the base rent for the balance of the lease term. Moreover, even if a lease has an early cancellation clause, we may not

satisfy the contractual requirements for early cancellation under the lease. Our inability to enter new leases or renew existing leases on acceptable terms or be released from our obligations under leases for stores that we close would, in any such case, affect us adversely.

Certain legal proceedings, regulatory matters and accounting changes could adversely impact our results of operations and financial condition.

We are subject from time to time to various claims arising out of our business operations, which may include or relate to alleged breach of contract claims, intellectual property and other related claims, credit card fraud, security breaches in certain of our retail store information systems, employment issues, consumer matters and other actions. Additionally, we may from time to time be subject to new or revised laws, regulations and regulatory actions both in the U.S. and in other countries where we conduct business operations, which could have an adverse impact on our results of operations.

Our involvement in any legal proceeding or regulatory matter would cause us to incur legal and other costs and, if we were found to have violated any laws or regulations, we could be required to pay fines, damages and other costs, perhaps in material amounts. Regardless of eventual costs, these matters could have a material adverse effect on our business by exposing us to negative publicity, reputational damage, harm to customer relationships, or diversion of personnel and management resources.

In addition, we are subject to changes in accounting rules and interpretations. The Financial Accounting Standards Board, or the FASB, is currently in the process of amending a number of existing accounting standards governing a variety of areas. Certain of these proposed standards, particularly the proposed standard governing accounting for leases, if and when effective, would likely have a material impact on our consolidated financial statements. See Note 2 to the accompanying audited consolidated financial statements for further discussion of recently issued accounting pronouncements.

Failure to protect confidential information of our consumers and our network against security breaches or failure to comply with privacy and security laws and regulations could damage our reputation, brand and business.

Our e-commerce website is currently our least significant source of Direct-to-Consumer sales, but serves as a marketing tool for the Tumi brand. A significant challenge to e-commerce and communications, including the operation of our website, is the secure transmission of confidential information over public networks. Our failure to prevent security breaches could damage our reputation and brand and substantially harm our business and results of operations. On our website, a majority of the sales are billed to our consumers’ credit card accounts directly, orders are shipped to a consumer’s address, and consumers log on using their email address. In such transactions, maintaining complete security for the transmission of confidential information on our website, such as consumers’ credit card numbers and expiration dates, personal information and billing addresses, is essential to maintaining consumer confidence. In addition, we hold certain private information about our consumers, such as their names, addresses, phone numbers and browsing and purchasing records.

We rely on encryption and authentication technology licensed from third parties to effect the secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology used by us to protect consumer transaction data. In addition, any party who is able to illicitly obtain a user’s password could potentially access the user’s transaction data or personal information. We may not be able to prevent third parties, such as hackers or criminal

organizations, from stealing information provided by our consumers to us through our website. In addition, our third-party merchants and delivery service providers may violate their confidentiality obligations and disclose information about our consumers. Any compromise of our security or material violation of a non-disclosure obligation could damage our reputation and brand and expose us to a risk of loss or litigation and possible liability, which would substantially harm our business and results of operations. In addition, anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations.

We may have technical problems with information technology systems on which we rely to manage our business efficiently and effectively, in particular our ordering and inventory management systems.

As a global, multi-channel business, we rely on a number of information technology systems in order to manage our business efficiently and effectively. We use the SAP Enterprise Resource Planning system across all of our North American, European and Asian operations to manage inventory and sourcing effectively. Logistical problems, such as technical faults with ordering systems or the failure to manage inventory effectively, may result in delays in delivery that could result in fines from certain wholesale customers, or lost sales, which if material or substantial over a period of time, may adversely affect our net sales and damage our reputation.

Replacements of our core information technology platforms may prove disruptive.

As a result of rapid growth in the number of our store locations and complexity of our business, we have been reviewing the adequacy of certain core information technology platforms used to run our business. While we believe that our main enterprise resource planning system is robust enough to support our business requirements for the foreseeable future, other systems may need to be substantially upgraded or replaced. In the future, it may be necessary to replace core information technology platforms such as our store point-of-sale system, our inventory forecasting and replenishment system, our state tax reporting system and our web-based sales system, among others. Unanticipated costs and unsuccessful execution of these upgrades may, among other things, disrupt our ability to effectively manage inventory and sourcing and harm our business, financial condition and results of operations.

Union attempts to organize our employees could negatively affect our business.

None of our employees are currently represented by a union or workers’ council. As we grow our business and enter different regions, unions may attempt to organize all or a portion of our employee base at certain of our owned stores and other facilities, or within certain regions. These efforts could result in work stoppages or other disruptions, and could cause management to divert time and resources from other aspects of our business.

There is no prior public market for our common stock and one may not develop.

Before this offering, there has not been a public trading market for our common stock. An active trading market for our common stock may not develop or be sustained after this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The initial public offering price for our common stock sold in this offering will be determined by negotiations among us, the selling stockholders and the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your common stock at or above the price you paid in this offering, or at all.

Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result.

You should consider an investment in our common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our common stock could be subject to significant fluctuations after this offering in response to the factors described in this “Risk Factors” section and other factors, many of which are beyond our control. Among the factors that could affect our stock price are:

In addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect market price of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our common stock.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that equity research analysts publish about us and our business. The price of our common stock could decline if one or more securities analysts downgrade our common stock or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analysts who elect to cover us downgrade our common stock, our stock price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our common stock price and trading volume to decline.

We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with applicable law and any contractual provisions, including under the agreement governing our amended credit facility and any other agreements governing indebtedness we may incur, and will depend on, among other factors, our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant. As a result, you should expect to receive a return on your investment in our common stock only if the market price of the stock increases, which may never occur.

The obligations associated with being a public company will require additional resources and significant management attention, which may divert from our business operations.

As a result of this offering, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The requirements of these rules and regulations applicable to public companies will significantly increase our legal and financial compliance costs, including costs associated with the hiring of additional personnel, will make some of our corporate activities more difficult, time-consuming or costly and may also place undue strain on our personnel, systems and resources.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently, and as a result, we will incur significant legal, accounting and other expenses that we did not previously incur. The need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. The measures we take, however, may not be sufficient to satisfy our obligations as a public company. Such testing is not required until one year from the date of an effective filing. Implementing any appropriate changes to our internal controls may require specific compliance training for our directors, officers and employees, require the hiring of additional personnel, involve substantial costs to modify our existing accounting systems and take a significant period of time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud.

Various rules and regulations applicable to public companies make it more difficult and more expensive for us to maintain directors’ and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate directors’ and officers’ insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent for purposes of rules of the New York Stock Exchange, will be harmed.

The various costs relating to being a public company will materially increase our general and administrative expenses.

The initial public offering price is likely to be substantially higher than the net tangible book value per share of our common stock based on the total value of our tangible assets less our total liabilities divided by our shares of common stock outstanding immediately following this offering. Therefore, if you purchase common stock in this offering, you will experience immediate and substantial dilution in net tangible book per share value after consummation of this offering. You may experience additional dilution upon future equity issuances. See “Dilution” for a more detailed description and a sensitivity analysis regarding dilution.

Doughty Hanson will be able to exert significant influence over us and our significant corporate decisions.

After this offering (and the Subsequent Split, if applicable), Doughty Hanson will continue to own more than 50% of our outstanding common stock. For as long as Doughty Hanson continues to beneficially own shares of common stock representing more than 50% of the voting power of our common stock, Doughty Hanson will be able to direct the election of all of the members of our board of directors and control the outcome of all other matters requiring stockholder approval, including amending our charter, regardless of whether others believe that the transaction is in our best interests. Doughty Hanson may act in a manner that advances its best interests and not necessarily those of other stockholders, including investors in this offering, by, among other things:

In connection with this offering, we will enter into a director nomination agreement that will grant certain Doughty Hanson entities the right to designate nominees to our board of directors provided certain ownership requirements are met. See “Certain Relationships and Related Party Transactions—Director Nomination Agreement.”

So long as Doughty Hanson continues to indirectly own a significant amount of our outstanding common stock, even if such amount is less than 50%, it will continue to be able to strongly influence our decisions. The concentration of ownership could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may ultimately affect the market price of our common stock.

Our amended and restated certificate of incorporation will provide that Doughty Hanson has no obligation to offer us corporate opportunities.

Doughty Hanson and the members of our board of directors who are affiliated with Doughty Hanson, by the terms of our amended and restated certificate of incorporation to be in effect upon consummation of this offering, will not be required to offer us any transaction opportunity of which they become aware and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is expressly offered to them solely in their capacity as our directors. We, by the terms of our amended and restated certificate of incorporation, expressly renounce any interest in any such corporate opportunity to the extent permitted under applicable law, even if the opportunity is one that we would reasonably be deemed to have pursued if given the opportunity to do so. Our amended and restated certificate of incorporation cannot be amended to eliminate our renunciation of any such corporate opportunity arising prior to the date of any such amendment. Doughty Hanson is in the business of making investments in portfolio

companies and may from time to time acquire and hold interests in businesses that compete with us, and have no obligation to refrain from acquiring competing businesses. Any competition could intensify if an affiliate or subsidiary of Doughty Hanson were to enter into or acquire a business similar to ours.

Future sales, or the perception of future sales, of our common stock may depress the price of our common stock.

After this offering (and the Subsequent Split, if applicable), we will have outstanding an aggregate of approximately 67,866,667 shares of our common stock. Of these shares, 18,779,865 shares to be sold in this offering, or 21,596,845 shares if the underwriters exercise their option to purchase additional shares in full, will be freely tradable without restriction or further registration under the Securities Act, unless such shares are held by any of our affiliates, as that term is defined in Rule 144 under the Securities Act. All remaining shares of common stock outstanding following this offering will be “restricted securities” within the meaning of Rule 144 under the Securities Act. Additional sales of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline.

Our directors, officers and other existing stockholders have agreed to enter into “lock-up” agreements with the underwriters, in which they will agree to refrain from selling their shares, subject to limitations, for a period of 180 days after the date of this prospectus. Possible sales of these shares in the market following the expiration of such agreements could exert significant downward pressure on our stock price. Possible sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem necessary or appropriate.

We expect that upon the consummation of this offering, our board of directors and our stockholders will have approved the 2012 Plan, which will permit us to issue, among other things, stock options, restricted stock units and restricted stock to eligible employees (including our named executive officers), directors and advisors, as determined by the compensation committee of the board of directors. We intend to file a registration statement under the Securities Act of 1933, as amended, or the Securities Act, as soon as practicable after the consummation of this offering to cover the issuance of shares upon the exercise of options granted, and of shares granted, under the 2012 Plan. As a result, any shares issued or optioned under the 2012 Plan after the consummation of this offering also will be freely tradable in the public market. If equity securities are granted under the 2012 Plan and it is perceived that they will be sold in the public market, then the price of our common stock could decline substantially.

Provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Provisions of our amended and restated certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include, among others: a classified board of directors; a prohibition on the ability of stockholders to remove directors without cause; advance notice requirements for stockholder proposals and director nominations; a prohibition on the ability of stockholders generally to call special meetings; the inability of stockholders generally to act by written consent; the ability of our board of directors to make, alter or repeal our bylaws without stockholder approval; and the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

In addition, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock until Doughty Hanson ceases to beneficially own at least 15% of our outstanding voting stock. This provision of the Delaware General Corporation Law could delay or prevent a change of control of our company, which could adversely affect the price of our common stock.

Although we do not intend to rely on “controlled company” exemptions from certain corporate governance requirements under the New York Stock Exchange, or NYSE, rules, if we use these exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After this offering (and the Subsequent Split, if applicable), Doughty Hanson will continue to control a majority of the voting power of our outstanding common stock. As a result, we will qualify as a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

To the extent we still qualify, we may choose to take advantage of any of these exemptions in the future. As a result, in the future, we may not have a majority of independent directors and we may not have independent director oversight of decisions regarding executive compensation and director nominations.

This prospectus contains forward-looking statements. Forward-looking statements reflect our current views with respect to, among other things, future events and performance and our preliminary estimates for the three months ended March 25, 2012. These statements may discuss our net sales, gross margin, operating expenses, operating income, net income, cash flow, financial condition, impairments, expenditures, growth, strategies, plans, achievements, dividends, capital structure, organizational structure, future store openings, market opportunities and general market and industry conditions. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely” or the negative version of these words or comparable words. Forward-looking statements are based on beliefs and assumptions made by management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include those set forth under “Risk Factors.” For example, if general economic conditions and the availability of opportunities in the marketplace that complement our store strategy ultimately differ from those anticipated by management, the actual pace of our future store openings may differ materially from the pace contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

The net proceeds to us from the sale of common stock by us in this offering will be $264.1 million, after deducting underwriting discounts and commissions.

We intend to apply the net proceeds we receive from this offering to the following uses:

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization” for additional information.

We do not intend to have any excess net proceeds from the sale of common stock by us in this offering. To the extent the actual initial public offering price is higher than $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and thus the number of shares of common stock to be sold by us in this offering at the actual initial public offering price would result in net proceeds to us, net of underwriting discounts and commissions, in excess of $264.1 million (i.e., the uses listed above), the number of shares to be sold by us would be reduced to the number that would result in our net proceeds equaling $264.1 million, and the number of shares to be sold by the selling stockholders would increase by a corresponding amount. To the extent the actual initial public offering price is lower than $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and thus the number of shares of common stock to be sold by us in this offering at the actual initial public offering price would result in proceeds to us, net of underwriting discounts and commissions, less than $264.1 million (i.e., the uses listed above), the number of shares to be sold by us would be increased to the number that would result in our net proceeds equaling $264.1 million (i.e., the uses listed above), and the number of shares to be sold by the selling stockholders would decrease by a corresponding amount.

A $1.00 increase in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would decrease the number of shares sold by us by 1,032,897 shares, and increase the number of shares sold by the selling stockholders by 1,032,897 shares. A $1.00 decrease in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would increase the number of shares sold by us by 1,170,617 shares, and decrease the number of shares sold by the selling stockholders by 1,170,617 shares. Solely for illustrative purposes, a $2.00 increase in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would decrease the number of shares sold by us by 1,951,027 shares, and increase the number of shares sold by the selling stockholders by 1,951,027 shares. The total number of shares outstanding after giving effect to this offering and the Common Stock Repurchase will not change regardless of the actual initial public offering price because we intend to effect the Subsequent Split shortly after the pricing of this offering in the event that the actual initial public offering price differs from $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus. For a sensitivity analysis regarding the Subsequent Split and dilution to new investors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization” and “Dilution.”

Doughty Hanson holds all of our outstanding Series A preferred stock, will hold the new class of our preferred stock issued in the Reorganization and holds all common stock to be repurchased by us in the Common Stock Repurchase. Doughty Hanson, accordingly, will receive all the net proceeds to us from this offering.

We intend to use cash on hand to pay $4.8 million of estimated offering expenses payable by us (less $0.1 million in offering expenses that have already been paid as of December 31, 2011) and $5.0 million of the cash bonus due to Jerome Griffith, our Chief Executive Officer, President and Director, upon the consummation of this offering. The cash bonus due to Jerome Griffith in the preceding sentence is based on an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus. In the event that the actual initial public offering price differs from the midpoint of the price range, the cash bonus due to Jerome Griffith would change. For a sensitivity analysis regarding the amount of Mr. Griffith’s cash bonus, see “Compensation Discussion and Analysis—Bonus Agreement with Mr. Griffith.”

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

We have never declared or paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock for the foreseeable future. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. The payment of dividends in the future, if any, will be at the discretion of our board of directors and will depend on such factors as earnings levels, capital requirements, contractual restrictions, including restrictive covenants contained in our amended credit facility, our overall financial condition and any other factors deemed relevant by our board of directors.

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2011:

The information in the table below is derived from the audited consolidated financial statements included elsewhere in this prospectus. You should read this information together with the historical financial statements and notes thereto included elsewhere in this prospectus and the information set forth under the headings “Risk Factors,” “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. Our historical net tangible book value as of December 31, 2011 was a deficit of $(210.6) million, or $(4.16) per share of common stock. Net tangible book value per share represents the book value of total tangible assets less the book value of total liabilities, excluding deferred tax liabilities relating to intangible assets, divided by the number of shares of common stock outstanding.

After giving effect to the receipt and application of the net proceeds (as described in “Use of Proceeds”) from our sale of 17,559,248 shares of common stock at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and the use of cash on hand to pay $4.8 million of estimated offering expenses payable by us (less $0.1 million in offering expenses that have already been paid as of December 31, 2011) and to pay approximately $5.0 million, based on the midpoint of the price range set forth on the cover of this prospectus, in respect of the cash bonus due to Jerome Griffith, our Chief Executive Officer, President and Director, upon the consummation of this offering, our as adjusted net tangible book value (inclusive of $8.0 million of the net proceeds intended to repurchase our outstanding shares of our Series A preferred stock and the new class of preferred stock included in as adjusted cash and cash equivalents as of December 31, 2011 for the dividends that will accrue on the aforementioned preferred stock from January 1, 2012 through the estimated closing date of this offering) as of December 31, 2011 would have been $41.1 million, or $0.61 per share. This amount represents an immediate increase in net tangible book value to our existing stockholders of $4.77 per share and an immediate dilution to new investors of $15.39 per share.

A $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, will have no effect on our as adjusted net tangible book value per share after giving effect to this offering and will have a $1.00 increase or decrease on the dilution in net tangible book value per share to new investors in this offering set forth above. Because we do not intend to have any excess net proceeds from the sale of common stock by us in this offering, in the case of a $1.00 increase or $1.00 decrease in the assumed initial public offering price that would result in net proceeds to us in excess of or below $264.1 million (i.e., the uses listed in “Use of Proceeds”), the number of shares to be sold by us would decrease or increase and the number of shares to be sold by the selling stockholders would increase or decrease by a corresponding amount so that our proceeds equal such uses. The total number of shares outstanding after giving effect to this offering and to the Common Stock Repurchase will not change regardless of the actual initial public offering price because we intend to effect the Subsequent Split shortly after the pricing of this offering in the event that the actual initial public offering price differs from $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus. For a sensitivity analysis regarding the Subsequent Split, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization.”

If the underwriters exercise their option to purchase additional shares, our net tangible book value per share immediately after this offering would not change since the selling stockholders are selling all the shares pursuant to any exercise of this option, and we will not receive any of the proceeds from the sale of shares by the selling stockholders.

The following table summarizes as of April 5, 2012, the average price per share paid by our existing stockholders and by investors participating in this offering, after giving effect to this offering at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full, the number of shares of common stock held by existing stockholders will be reduced to 46,269,822 shares, or approximately 68% of the total shares of common stock outstanding immediately after this offering, and the number of shares held by new investors will be increased to 21,596,845, or approximately 32% of the total shares of common stock outstanding immediately after this offering.

Effective upon the consummation of this offering, an aggregate of 6,786,667 shares of our common stock will be reserved for future issuance under the 2012 Plan. To the extent that we issue any such shares of common stock or issue options to purchase our common stock that are subsequently exercised, there may be further dilution to investors participating in this offering.

The selected historical consolidated financial information set forth below at December 31, 2011 and 2010 and for each of the years ended December 31, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial information at December 31, 2009, 2008 and 2007 and for each of the years ended December 31, 2008 and 2007 has been derived from our audited consolidated financial statements not included elsewhere in this prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

The following discussion should be read in conjunction with “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely” or the negative version of these words or comparable words. Factors that can cause actual results to differ materially from those reflected in the forward-looking statements include, among others, those discussed in “Risk Factors” and elsewhere in this prospectus. We urge you not to place undue reliance on these forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date hereof. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Our annual financial statement reporting period is based on a calendar year commencing on January 1, and ending on December 31. The reporting periods for our unaudited selected quarterly financial data are based on the first month of each fiscal quarter including five Sundays and the second and third months of each fiscal quarter including four Sundays, with the fourth fiscal quarter always ending on December 31. Historical results are not necessarily indicative of the results expected for any future period.

We are a high-growth, global, premium lifestyle brand whose products offer superior quality, durability and innovative design. We offer a comprehensive line of travel and business products and accessories in multiple categories. We design our products for, and market our products to, sophisticated professionals, frequent travelers and brand-conscious individuals who enjoy the premium status of Tumi products. We sell our products through a network of company-owned stores, partner stores, outlet stores, concessions, shop-in-shops, specialty luggage shops, high-end department stores and e-commerce distribution channels. We have approximately 1,600 points of distribution in over 70 countries, and our global distribution network is enhanced by the use of our three logistics facilities located in the United States, Europe and Asia. We design our products in our U.S. design studios and selectively collaborate with well-known, international industrial and fashion designers for limited edition product lines. Production is sourced globally through a network of suppliers based in Asia, many of which are longtime suppliers, and the Caribbean.

Since 2005, we have expanded our global presence by successfully implementing our growth strategies, which have included opening additional company-owned stores and increasing wholesale points of distribution. Our net sales have grown from $165.0 million in 2005 to $330.0 million in 2011, representing a compound annual growth rate of 12%. This increase in net sales resulted from an increase in the number of our company-owned stores by 72 from January 1, 2005 through December 31, 2011, as well as an increase in average sales per square foot in company-owned stores from $642 in 2005 to $972 in 2011. Our ability to expand our points of distribution and to grow our sales in existing stores has been driven by increasing demand for our products, as well as a growing recognition of the Tumi brand. We have recently increased our focus on our women’s line, which we estimate has grown from representing approximately 9% of our net sales in 2008 to approximately 11% of our net sales in 2011, and on increasing our online presence, which represented approximately 10% of our net sales in 2011. Since 2006, Direct-to-Consumer e-commerce net sales per fiscal year have ranged from 12% to 14%

of total Direct-to-Consumer net sales. From the year ended December 31, 2008 to the year ended December 31, 2011, Indirect-to-Consumer e-commerce net sales grew from less than 1% to 7% of total Indirect-to-Consumer net sales.

Despite an industry-wide decrease in consumer purchases of discretionary products because of the financial crisis of 2008/2009, our performance remained strong, in part because our flexible operating model enabled us to efficiently manage our operating expenses and quickly respond to changing business conditions. Beginning in the fourth quarter of 2009, we began to see an increase in consumer visits, conversion and store productivity. As the stock market started to recover, business travel and consumer shopping increased which contributed to a rebound in the performance of our business. Our wholesale accounts began to restock inventories which had been depleted as a result of cutbacks in wholesale orders in reaction to the economic crisis. We also restarted our store development activities which had been temporarily put on hold during the financial crisis. We believe many consumers deferred purchases of our products during the financial crisis, and post-crisis sales appear to be increasing due in part to these deferred purchases. Since the year ended December 31, 2009, our net sales have grown from $196.6 million to $330.0 million for the year ended December 31, 2011, representing a compound annual growth rate of 30%. Our return to a high-growth model in 2010 and through 2011 was attributable to the effective implementation of the elements of our growth strategy as well as the general improvement in economic conditions.

In recent years, the travel products industry has seen a trend in consumer preferences towards lighter-weight luggage and travel accessories, as well as merchandise that makes mobile computing and communication more convenient. In light of these trends, we have developed products that fulfill those identified needs, such as our Vapor and Super Leger lines, as well as a variety of mobile electronic accessories designed for frequent travelers. We estimate that accessories have grown from representing approximately 8% of our net sales in 2008 to 14% of our net sales in 2011. Additionally, we have seen an increase in the relative percentage of our net sales derived from our premium product line, and a decrease in the relative percentage of our net sales derived from our core product line in recent years.

We believe there is a significant opportunity to continue to expand our store base globally, and we plan to add new company-owned and partner stores in upscale malls and prestige street venues. We expect to open 8 to 16 company-owned stores in North America and Western Europe in each of the next three years while also expanding our online presence. Most of the locations we have identified for new company-owned stores are for full-price stores, while the remaining locations are for outlet stores. We believe we have the capacity to increase our Indirect-to-Consumer net sales, both in North America and internationally. In particular, we plan to continue to grow in key Asian markets, particularly China. Currently, approximately one third of our net sales in the Asia Pacific region are due to China, with Japan and South Korea being the next largest contributors. Additionally, Indirect-to-Consumer net sales in the Asia Pacific region have more than doubled in the past five years. We also plan to increase the number of wholesale doors in key European markets including Germany, France and the United Kingdom, and to expand wholesale distribution in Central and South America, while also expanding our product portfolio offered in existing wholesale doors. In North America, we expect to grow net sales by increasing our wholesale door presence, expanding our accessories business in department stores, increasing the variety of products available to third party e-commerce providers and increasing penetration of the Canadian market through department stores, specialty stores, e-commerce sales and new distribution partners. Since 2007, Indirect-to-Consumer net sales have, overall, increased slightly in the European, Middle Eastern and African and North American markets and decreased slightly in the Central and South American market.

We generally expect the payback of our investment in a new company-owned store to occur in less than two and a half years. We also believe we can increase our average sales per square foot by

continuing to improve store efficiency, while also continuing to increase our net sales by capitalizing on our flexible distribution model. For example, in 2010, we converted certain company-owned stores in the Asia-Pacific region into wholesale distribution points in order to improve our operational effectiveness and profitability in that market. In particular, this enabled us to incentivize our local distributors to accelerate store development in a manner that would optimize net sales. We will continue to look for ways to improve our capital efficiency in both current and new markets in the future.

Pursuant to an amended and restated letter agreement dated July 8, 2009, Jerome Griffith, our Chief Executive Officer, President and Director, is entitled to receive a special cash bonus upon the consummation of a qualified sale event or initial public offering that results in an enterprise value of our company of $600.0 million or greater. Based on an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, Mr. Griffith would be entitled to receive a special bonus payment of approximately $5.0 million. For a sensitivity analysis regarding the amount of Mr. Griffith’s cash bonus, see “Compensation Discussion and Analysis—Bonus Agreement with Mr. Griffith.” We will record this compensation expense during the period in which a qualified sale event or this offering occurs, net of related tax benefits, which will thereby reduce operating income and net income.

We effected a 101.200929-for-1 common stock split on April 4, 2012. In the event that the actual initial public offering price differs from $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, we intend to effect the Subsequent Split, shortly after the pricing of this offering. We currently have Series A preferred stock and common stock outstanding. We also currently have a subsidiary, Tumi II, LLC, or the LLC, whose equity capitalization consists of common interests and preferred interests. We own all of the LLC’s common interests and Doughty Hanson owns all of the LLC’s preferred interests. Prior to the closing of this offering, we will effect the following additional transactions:

Upon the consummation of this offering, Doughty Hanson is expected to own approximately 61% of our outstanding common stock, or 59% if the underwriters exercise their option to purchase additional shares in full. A $1.00 increase in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would, after giving effect to the Subsequent Split, decrease Doughty Hanson’s ownership of our outstanding common stock by approximately 0.1%. A $1.00 decrease in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would, after giving effect to the Subsequent Split, increase Doughty Hanson’s ownership of our outstanding common stock by approximately 0.2%.

Doughty Hanson holds all of our outstanding Series A preferred stock, will hold the new class of our preferred stock issued in the Reorganization and holds all common stock to be repurchased by us in the Common Stock Repurchase. After giving effect to the Reorganization and this offering, including the application of proceeds therefrom, our outstanding capital stock will consist solely of common stock.

In the event that the actual initial public offering price differs from $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, we intend to effect the Subsequent Split, shortly after the pricing of this offering.

If the actual initial public offering price is $17.00 per share (the high end of the price range), the Subsequent Split ratio would be 1.020042-for-1, which would result in the existing stockholders holding 51,340,316 shares prior to the closing of this offering, which is 1,032,897 more shares than they would have held if the initial public offering price were equal to $16.00, the midpoint of the price range set forth on the cover of this prospectus. If the actual initial public offering price is $15.00 per share (the low end of the price range), the Subsequent Split ratio would be 0.977286-for-1, which would result in the existing stockholders holding 49,136,802 shares prior to the closing of this offering, which is 1,170,617 fewer shares than they would have held if the initial public offering price were equal to $16.00, the midpoint of the price range set forth on the cover of this prospectus. Solely for illustrative purposes, if the actual initial public offering price is $18.00 per share ($1.00 higher than the high end of the price range), the Subsequent Split ratio would be 1.037857-for-1, which would result in the existing stockholders holding 52,258,446 shares prior to the closing of this offering, which is 1,951,027 more shares than they would have held if the initial public offering price were equal to $16.00, the midpoint of the price range set forth on the cover of this prospectus.

The Subsequent Split, the ratio of which will only be known after the actual initial public offering price is known, may require retrospective presentation in periodic reports we file after we become a public company. A $1.00 increase in the offering price from the assumed initial public offering price of $16.00, the midpoint of the price range set forth on the cover of this prospectus, would result in an approximately 2% increase in historical shares outstanding for the years ended December 31, 2011, 2010, 2009, 2008 and 2007, an approximately 2% decrease in earnings per share for the years ended December 31, 2011 and 2010 and an approximately 2% reduction in losses per share for the years ended December 31, 2009, 2008 and 2007. A $1.00 decrease in the offering price from the assumed initial public offering price of $16.00, the midpoint of the price range set forth on the cover of this prospectus, would result in an approximately 2% decrease in historical shares outstanding for the years ended December 31, 2011, 2010, 2009, 2008 and 2007, an approximately 2% increase in earnings per share for the years ended December 31, 2011 and 2010 and an approximately 2% increase in losses per share for the years ended December 31, 2009, 2008 and 2007.

Key performance indicators that we use to manage our business and evaluate our financial results and operating performance include Adjusted EBITDA and average net sales per square foot. Adjusted EBITDA provides us with a measure of our financial performance that we use to evaluate profitability. In addition, we have historically used and continue to use Adjusted EBITDA in determining our incentive compensation. Average net sales per square foot, which relates to company-owned stores only, provides us with a measure to evaluate our store sales trends and to assess the operational performance of our stores.

Adjusted EBITDA increased by approximately $23.5 million, or 86%, to $50.8 million in 2010 from $27.3 million in 2009. This increase was primarily due to higher net sales and gross margin dollars partially offset by an increase in operating expenses.

Adjusted EBITDA increased by approximately $21.4 million, or 42%, to $72.2 million in 2011 from $50.8 million in 2010. This increase was primarily due to higher net sales and gross margin dollars partially offset by an increase in operating expenses.

Average net sales per square foot increased by approximately $192, or 30%, to $821 in 2010 from $629 in 2009. This increase was primarily due to higher store traffic, new product introductions and sales and improving economic conditions.

Average net sales per square foot increased by approximately $151, or 18%, to $972 in 2011 from $821 in 2010. This increase was primarily due to higher store traffic, new product introductions and sales and improving economic conditions.

Adjusted EBITDA is a non-GAAP financial measure. A definition and explanation of Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to net income (loss), is provided in “Summary Consolidated Financial Data.”

We evaluate operating performance based on net sales and operating income in four operating segments.

We sell our products directly to consumers through a network of 83 company-owned retail stores consisting of full-price stores and outlet stores strategically positioned in high-end retail malls or street venues. We also sell our product directly to consumers through our e-commerce website.

As of December 31, 2011, we sold directly to consumers through a network of 14 company-owned full-price and outlet stores in high-end street venues and select malls in international locations. We also sell our products directly to consumers through our two international e-commerce websites.

As of December 31, 2011, we sold to wholesale customers in North America through approximately 700 doors, including specialty luggage retailers, prestige department stores and business-to-business channels. Many of our wholesale customers also operate their own e-commerce websites through which we sell. Our products are also sold in partner stores operated by local distributors or retailers that carry only Tumi products and are governed by strict operating guidelines that we dictate.

We sell our products to wholesale customers through approximately 800 doors, approximately 59% of which are in the Europe, Middle East and Africa region, 39% of which are in the Asia-Pacific region, and 2% of which are in the Central and South America region. We have distribution channels in Australia, China, Europe, Hong Kong, the Middle East, South Africa, South Korea, Southeast Asia and Taiwan. Our products are also sold in partner stores operated by local distributors or retailers that carry only Tumi products and are governed by strict operating guidelines that we dictate. We also operate concessions in department stores throughout Europe and the Middle East. Many of our wholesale customers also operate their own e-commerce websites through which they sell our products.

Certain corporate expenses are not specifically allocated to individual operating segments, such as product design and development, certain general and administrative, shipping, warehouse and other expenses.

Net sales consists of revenue from the sale of products, less returns, discounts and allowances and other offsets to net sales. In our Direct-to-Consumer segments, revenue is recognized when a consumer purchase occurs and the consumer receives the merchandise. In our Indirect-to-Consumer segments, revenue is recognized when inventory is received by wholesale customers, at which point the related title passes. Provisions for discounts, rebates to consumers and returns are recorded as a reduction of net sales in the same period as the related sale. Revenue associated with gift cards is recognized upon redemption. Revenue from gift cards and the amount of revenue recognized for gift cards not redeemed (“breakage”) is immaterial to our results of operations. Amounts billed to customers for delivery costs are classified as a component of net sales, and any other related delivery costs are classified as a component of cost of sales. Sales and value added tax collected from consumers and remitted to governmental authorities are accounted for on a net basis and are excluded from net sales on our consolidated results of operations.

Comparable store sales are calculated based on our company-owned stores that have been open for at least a full calendar year as of the end of our annual reporting period. For example, a store opened in October 2010 will not impact the comparable store comparison until January 1, 2012. There may be variations in the way in which some of our competitors and other retailers calculate comparable or “same store” sales. As a result, data in this prospectus regarding our comparable store sales may not be comparable with similar data made available by other companies.

Cost of sales includes the cost of finished goods purchased from our suppliers plus the cost of freight to deliver the product to our distribution centers, packaging and related duties and applicable overhead incurred to bring the merchandise to its condition for sale. Gross margin is defined as net sales less the cost of sales.

Operating expenses consist of selling, marketing, retail operations and general and administrative expenses.

Selling. Selling expenses consist of wholesale-related salaries, benefits, commissions, incentive programs, concession fees, travel and entertainment, meetings and seminars and other selling costs and expenses, in each case related to our global wholesale business.

Marketing. Marketing expenses consist of in-store and consumer advertising, marketing-related salaries and benefits, travel and entertainment, lease-required advertising, consumer catalogs, market research and other consulting costs and expenses related to marketing.

Retail operations. Retail operations expenses include occupancy and staffing costs associated with our company-owned stores, store depreciation expense, operator fees for our e-commerce websites, depreciation on point-of-sale fixtures, travel and entertainment, meetings and seminars, insurance and other related administrative costs and expenses.

General and administrative. General and administrative expenses consist of product development costs related to tools, dyes, design and travel; shipping and distribution costs; costs associated with running our global distribution network such as occupancy and employment expenses; costs associated with warranty and after-sales service such as employee and repair-related expenses

and warranty claims; employee-related costs associated with our executive, finance, information technology and human resource functions; costs associated with our corporate headquarters and product show rooms; and legal, tax and accounting fees.

Operating income consists of gross margin less operating expenses, and excludes other income and expenses (i.e., non-operating income and expenses).

Interest expense. Interest expense consists of interest payments made pursuant to a former credit and guaranty agreement with, among others, Wells Fargo Bank, National Association, which we refer to as our former credit facility, as well as amortization of deferred financing costs, net of minimal interest income.

Dividend expense on mandatorily redeemable preferred stock and preferred equity interests. Dividend expense on mandatorily redeemable preferred stock and preferred equity interests consists solely of non-cash accrued preferred dividends on our mandatorily redeemable preferred stock and the LLC’s preferred equity interests. These amounts have not been paid but are due upon redemption.

Earnings (losses) from joint venture investments. Earnings (losses) from joint venture investments relate exclusively to Tumi Japan, a joint venture (corporation) in which we hold a 50% interest and which sells Tumi products in 12 retail stores and to various high-end wholesale customers in Japan.

Foreign exchange (losses) gains. Foreign currency exposures arise in our branch offices and subsidiaries in Europe where transactions are denominated in a currency other than the U.S. dollar. Gains and losses such as those resulting from the settlement of receivables and payables denominated in foreign currency are included in the earnings of the current period in “foreign exchange gains (losses).” We are also exposed to foreign currency exchange rate fluctuations with respect to our European operations as a result of its U.S. dollar-denominated fixed rate intercompany loan balance. Prior to May 2007, we did not plan or anticipate the settlement of certain intercompany foreign currency transactions and had considered the transactions to be of a long-term investment nature. Because of refinements in our cash management strategies, we now anticipate settlement in the foreseeable future. Gains and losses on transactions that arise after May 2007, to the extent they are considered current, are included in the determination of net income under foreign exchange gains (losses). We believe that exposure to adverse changes in exchange rates associated with revenues and expenses of our foreign branch offices and subsidiaries are immaterial to our consolidated financial statements.

Other non-operating income (expenses). Other non-operating income (expenses) includes all other non-operating income and expenses.

We record income tax expenses related to federal, state, local and foreign income.

The following table sets forth consolidated operating results and other operating data for the periods indicated.

The following table summarizes the number of company-owned stores open at the beginning and the end of the periods indicated:

The following table presents net sales by operating segment for the year ended December 31, 2010 compared with the year ended December 31, 2009.

Net sales increased $56.2 million, or 29%, to $252.8 million in 2010 from $196.6 million in 2009. In our Direct-to-Consumer North America segment, increased net sales were attributable to new company-owned store openings and higher store sales, which were driven by our new product introductions, retail initiatives and increased consumer confidence as a result of improved economic conditions. Additionally, we transitioned to our new e-commerce websites and our Indirect-to-Consumer segments re-stocked inventories which had been drawn down during the previous year in response to the economic crisis. North America full-price comparable store sales increased 31%, North America outlet comparable store sales increased 21% and our international comparable store sales increased 16% (22% in local currency). The conversions of certain stores in Asia from company-owned stores into wholesale distribution offset our Direct-to-Consumer International segment. In our Indirect-to-Consumer International segment, the increases in net sales resulted primarily from wholesale door expansion, particularly in Asia. In 2010, 57% of Indirect-to-Consumer International net sales were attributable to sales in the Asia-Pacific region, 38% were attributable to the Europe, Middle East and Africa, or EMEA, region and 5% were attributable to Central and South America.

The following table presents operating income (loss) by operating segment for the year ended December 31, 2010 compared with the year ended December 31, 2009.

Operating income increased $24.5 million, or 152%, to $40.6 million in 2010 from $16.1 million in 2009. Operating income increased primarily as a result of higher net sales, improved gross margin dollars from lower off-price sales and general improvement in economic conditions, partially offset by an increase in operating expenses. Higher operating expenses were attributable primarily to higher salaries and incentives for our sales and retail associates, increased investments in marketing and the restoration of salary and incentive compensation for our employees. During 2009, in the midst of the economic crisis, we were able to decrease spending by $16.5 million. Reductions in marketing, headcount, travel and capital budget, as well as a curtailment of store development activities, helped

mitigate the decline in net sales and preserve operating cash flow and gross margin. In 2009, we also reduced salaries across the board and eliminated bonuses for all retail associates. In the fourth quarter of 2010, both salary and incentives were restored for all North American retail associates. We kept cost controls in place during 2010 and, as business conditions improved, began to increase investments in marketing and personnel. Our rent expense was approximately $16.2 million and $15.9 million for the years ended December 31, 2010 and 2009, respectively.

Operating income attributable to our Direct-to-Consumer segments increased $17.4 million, or 162%, to $28.2 million in 2010 from $10.8 million in 2009. This increase was partially due to higher net sales as a result of renewed consumer spending, particularly in our full-price stores. Additionally, in our Direct-to-Consumer International segment, operating expenses declined due to the conversion of company-owned stores to wholesale distribution in Asia. Store operating expenses in 2009 were lower due to strict cost controls and limited store openings. In 2009, we only opened 3 stores and incurred $3.1 million in capital expenditures, an amount which included retail infrastructure, wholesale fixtures, information technology investments and new product tooling investments. In 2010, we opened 8 stores and incurred $7.1 million in capital expenditures.

Operating income attributable to our Indirect-to-Consumer segments increased $14.6 million, or 47%, to $45.5 million in 2010 from $30.9 million in 2009. This increase was primarily due to wholesale customers initiating fewer markdowns and maintaining higher levels of inventory in 2010 than in 2009. Additionally, our Indirect-to-Consumer International segment benefited from Asia’s strengthening economy and our conversion of company-owned stores to wholesale distribution.

Total other expenses decreased $3.1 million, or 11%, to $26.1 million in 2010 from $29.2 million in 2009. Total other expenses includes dividend expense on mandatorily redeemable preferred stock and preferred equity interests, a non-cash charge. Excluding this one item, total other expenses decreased $4.9 million, or 48%, to approximately $5.4 million in 2010 from $10.3 million in 2009. These decreases were attributable primarily to a reduction in interest expense from more favorable terms in our former credit facility entered into in October 2010, declining interest rates and the expiration of our interest rate swaps in March 2010. In 2009, prior to entering into our former credit facility, which was a modification of our prior credit facility, we prepaid a portion of our prior credit facility in connection with an amendment thereto. Such reduction in outstanding debt also decreased interest expenses in 2010. Earnings from our joint venture investment increased $1.0 million to income of $0.5 million in 2010 from a loss of $0.5 million in 2009. This increase was attributable to higher net sales in Japan due in part to improved economic conditions. These amounts were partially offset by increased foreign exchange losses.

Provision for income taxes increased $11.4 million to $14.4 million in 2010 from $3.0 million in 2009. This increase was attributable to an increase in taxable income in 2010. In 2010, our effective tax rate was 41%, compared to our 51% effective tax rate in 2009. The decrease in our effective tax rate from 2009 was due to the recognition of a deferred tax liability related to an acquired store. Because the dividend expense on mandatorily redeemable preferred stock and preferred equity interests, a non-cash charge, is not tax deductible and was $20.8 million in 2010 (net income in 2010 was $0.1 million), the discussion of our effective tax rate excludes this one item.

Net income increased $16.1 million to net income of $0.1 million in 2010 from a net loss of $16.0 million in 2009. Net income before preferred dividend expense (non-cash) increased $18.0 million to

$20.9 million in 2010 from $2.9 million in 2009. These increases were attributable to an increase in operating income primarily related to improved operating results.

Year ended December 31, 2011 compared with the year ended December 31, 2010

The following table presents net sales by operating segment for the year ended December 31, 2011 compared with the year ended December 31, 2010.

Net sales increased $77.2 million, or 31%, to $330.0 million in 2011 from $252.8 million in 2010. In our Direct-to-Consumer North America segment, increased net sales were attributable to new company-owned store openings and higher store sales, which were driven by our new product introductions, retail initiatives and an ongoing increase in consumer confidence and store traffic as a result of improved economic conditions. North America full-price comparable store sales increased 22%, North America outlet comparable store sales increased 17% and our international comparable store sales increased by 16% (11% in local currency). In 2011, comparable store sales growth was attributable to increased store traffic due to design innovation, product line extensions and increased brand awareness, as well as improved conversion due to our retail maximization program. In our Indirect-to-Consumer International segment, increased net sales resulted primarily from wholesale door expansion, particularly in Asia, and robust economic conditions in Asia. In 2011, 61% of Indirect-to-Consumer International net sales were attributable to sales in the Asia-Pacific region, 34% were attributable to the EMEA region and 5% were attributable Central and South America. In our Indirect-to-Consumer North America segment, positive responses to new product introductions, improving economic conditions and an increase in our wholesalers’ e-commerce businesses contributed to the increase in net sales.

The following table presents operating income (loss) by operating segment for the year ended December 31, 2011 compared with the year ended December 31, 2010.

Operating income increased $19.8 million, or 49%, to $60.4 million in 2011 from $40.6 million in 2010. Operating income increased primarily as a result of higher net sales, improved gross margin

dollars from fewer off-price sales and improvement in economic conditions, partially offset by an increase in operating expenses. Higher operating expenses were attributable primarily to higher salaries and incentives for our sales and retail associates, increased investments in marketing, as well as higher retail operations expense due to increased operator fees for our e-commerce websites. Our rent expense was approximately $18.9 million and $16.2 million for the years ended December 31, 2011 and 2010, respectively.

Operating income attributable to our Direct-to-Consumer segments increased $17.4 million, or 62%, to $45.6 million in 2011 from $28.2 million in 2010. This increase was partially due to higher net sales in our full-price and outlet stores. In 2011, we opened 11 stores in North America (excluding 1 temporary pop-up store) and incurred $15.0 million in capital expenditures, an amount which included retail infrastructure, wholesale fixtures, information technology investments and new product tooling investments.

Operating Income attributable to our Indirect-to-Consumer segments increased $9.7 million, or 21%, to $55.2 million in 2011 from $45.5 million in 2010. This increase was primarily due to higher wholesale sales, particularly in the Asia Pacific region, as well as improved wholesale sales in North America due to better economic conditions.

Non-allocated corporate expenses increased 22% due primarily to increased investment in marketing, new products and human resources related to corporate overhead, finance, legal and professional fees.

Total other expenses decreased $1.6 million, or 6%, to $24.5 million in 2011 from $26.1 million in 2010. Total other expenses include dividend expense on mandatorily redeemable preferred stock and preferred equity interests, a non-cash charge. Excluding this one item, total other expenses decreased $3.8 million, or 70%, to approximately $1.6 million in 2011 from $5.4 million in 2010. These decreases were attributable primarily to a reduction in interest expense due to our operating performance and lower principal balance as a result of debt amortization under our former credit facility. Earnings from our joint venture investment increased less than $0.1 million in 2011 from $0.5 million in 2010.

Income tax expense increased $5.0 million to approximately $19.4 million in 2011 from $14.4 million in 2010. This increase was attributable to an increase in taxable income in 2011. In 2011 our effective tax rate was 33%, compared to our 41% effective tax rate in 2010. The decrease in our effective tax rate was primarily due to a decrease in the state deferred tax rate. Because the dividend expense on mandatorily redeemable preferred stock and preferred equity interests, a non-cash charge, is not tax deductible, the discussion of our effective tax rate excludes this one item.

Net Income increased $16.5 million to $16.6 million in 2011 from $0.1 million in 2010. Net income before preferred dividend expense (non-cash) increased $18.5 million to $39.4 million in 2011 from $20.9 million in 2010. These increases were attributable to an increase in operating income primarily related to improved operating results.

The following table sets forth unaudited selected quarterly financial data for 2011 and 2010. In the opinion of our management, the following selected quarterly information includes all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This information should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this prospectus. This quarterly data is not necessarily indicative of our operating results for any future period.

Our business is seasonal in nature and as a result, our net sales and working capital requirements fluctuate from quarter to quarter. Our fourth quarter is a significant period for our results of operations due to increased Direct-to-Consumer sales during the holiday season in North America and Europe. We expect inventory levels, along with an increase in accounts payable and accrued expenses, to reach their highest levels in anticipation of the increased net sales during this period. In 2011, fourth quarter net sales represented approximately 32% of our total annual net sales. Operating income in the same period represented 42% of our total annual operating income.

Historically, our primary source of liquidity has been cash flows from operations. Our long-term credit facility has not historically been used to finance our capital requirements, but instead represents remaining refinanced acquisition indebtedness originally incurred when Doughty Hanson and certain of our current stockholders acquired us in 2004. We have from time to time drawn down on our revolving line of credit as short-term liquidity needs arise. We use our cash flows from operations to fund our store development activities.

We believe we have sufficient working capital and liquidity to support our operations for at least the next twelve months.

At December 31, 2011, 2010 and 2009, we had cash and cash equivalents of $32.7 million, $19.2 million and $27.3 million, respectively. A summary of our cash flows provided by and used in operating, investing and financing activities is presented below.

Cash flows from operating activities consist primarily of net income adjusted for certain non-cash items, including deferred income tax expense, depreciation and amortization, dividend expense on mandatorily redeemable preferred stock and preferred equity interests and other non-cash changes, net. Our cash flows from operations are largely dependent on sales to consumers and wholesale customers, which are in turn dependent on consumer confidence, store traffic, conversion, business travel and general economic conditions. We believe we have the ability to conserve liquidity when economic conditions become less favorable through any number of strategies including curtailment of store expansion plans and cutting discretionary spending.

We generated cash flows from operations of $20.2 million and $21.4 million during the years ended December 31, 2010 and 2009, respectively. While net income before preferred dividend expense (non-cash) was significantly higher in 2010 than 2009, we made large investments in inventory in 2010, which resulted in a higher level of working capital. Inventories at December 31, 2010 and 2009 were $51.9 million and $33.3 million, respectively. As business conditions continued to improve in 2010, we significantly increased our inventories to meet forecasted sales demand resulting from both improved economic conditions and anticipated favorable consumer response to new product introductions planned for the fourth quarter of 2010 and the first quarter of 2011.

We generated cash flows from operations of $40.0 million and $20.2 million during the years ended December 31, 2011 and 2010, respectively. Net income before preferred dividend expense (non-cash) was significantly higher in 2011 than 2010, partially offset by our continued investments in inventory in 2011, which resulted in higher investments in working capital. Inventories at December 31, 2011 and 2010 were $60.5 million and $51.9 million, respectively. We continued to invest in inventory in 2011 to meet forecasted sales demand resulting from both improving economic conditions and anticipated favorable consumer response to new product introductions planned for the first quarter of 2012.

Cash flows used for investing activities consist primarily of capital expenditures for store expansion plans, store renovations, store openings, information technology infrastructure and product tooling costs.

Cash used for capital expenditures was $6.4 million and $3.5 million for the years ended December 31, 2010 and 2009, respectively. This increase was attributable primarily to store development efforts and additional store openings in response to the improving economic climate.

Cash used for capital expenditures was $14.5 million and $6.4 million for the years ended December 31, 2011 and 2010, respectively. This increase was attributable primarily to store development efforts and additional store openings in response to the improving economic climate.

Cash flows used for financing activities consist primarily of repayment of long-term debt. Cash flows used for financing activities was $21.6 million and $8.2 million for the years ended December 31, 2010 and 2009, respectively. In 2010 we paid down our former revolver and repaid $12.0 million in long-term debt. In 2009, we repaid $17.0 million of long-term debt and received $10.0 million in proceeds from the issuance of shares to management and existing stockholders required pursuant to an amendment to our prior credit facility in May 2009.

Cash used for financing activities was $11.9 million and $21.6 million for the years ended December 31, 2011 and 2010, respectively. The decrease was attributable primarily to retirement of principal related to the former revolving credit facility in 2010.

In connection with this offering, on April 4, 2012, our subsidiaries, Tumi, Inc. and Tumi Stores, Inc., or the borrowers, entered into an amended and restated credit facility, or the amended credit facility, with Wells Fargo Bank, National Association, or Wells Fargo, as lender and as collateral agent.

The amended credit facility consolidates the term loan facility and the revolving credit facility previously provided in the former credit facility into a single $70 million senior secured revolving credit facility with Wells Fargo as the sole lender, and extends the maturity of the facility until April 4, 2017. The amended credit facility includes a letter of credit sublimit not to exceed the undrawn amount of the revolving commitments.

Borrowings under the amended credit facility will bear interest at a per annum rate equal to, at the borrowers’ option, the one, two, three or six month (or such other period as Wells Fargo may agree) LIBOR rate plus a margin of 1.00% or 1.25%, or a base rate plus a margin of 0.00% or 0.25%. The borrowers are required to pay an undrawn commitment fee equal to 0.15% or 0.20% of the undrawn portion of the commitments under the amended credit facility, as well as customary letter of credit fees. The margin added to LIBOR, or base rate, as well as the amount of the commitment fee, will depend on Tumi, Inc.’s leverage at the time.

All obligations under the amended credit facility are required to be guaranteed by each of the borrowers’ material domestic subsidiaries, subject to certain exclusions. The obligations under the amended credit facility are secured by substantially all of the borrowers’ assets and, if applicable, those of the borrowers’ subsidiary guarantors. Currently the borrowers do not have any subsidiary guarantors. In addition, the obligations under the amended credit facility are secured by the LLC’s pledge of its equity interests in Tumi, Inc., which will remain pledged by us following the merger of the LLC with and into us.

The amended credit facility contains customary covenants, including, but not limited to, limitations on the borrowers’ ability and the ability of their subsidiaries to incur additional debt and liens, dispose of assets, and make certain investments and restricted payments, including the prepayment of certain debt and cash dividends. In addition, the amended credit facility contains financial covenants requiring that Tumi, Inc. maintain (a) a minimum ratio of consolidated adjusted EBITDA to consolidated cash interest expense (as such terms will be defined in the amended credit facility) of not less than 4.00 to 1.00 and (b) a maximum ratio of consolidated total debt to consolidated adjusted EBITDA of no greater than 2.25 to 1.00.

The amended credit facility also contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults under material debt, certain events of bankruptcy and insolvency, defaults based on certain judgments, failure of any material provision of any loan document to be in full force and effect, change of control, and certain ERISA defaults. If an event of default were to occur and continue, amounts due under the amended credit facility could be accelerated and the commitments to extend credit thereunder terminated, and the rights and remedies of Wells Fargo under the amended credit facility available under the applicable loan documents could be exercised, including rights with respect to the collateral securing the obligations under the amended credit facility.

The foregoing summaries of certain provisions of the amended credit facility do not purport to be complete and are qualified in their entirety by reference to the full text of the amended credit facility.

On October 29, 2010, Tumi, Inc. and Tumi Stores, Inc. entered into our former credit facility, which was a modification of our prior credit facility, comprised of a $77.5 million term loan and a $10.0 million revolving line of credit and borrowing capacity available for letters of credit. Substantially all of our assets were pledged as collateral under our former credit facility. At December 31, 2011, we had $64.0 million outstanding under our term loan facility, $9.7 million available under our revolving credit facility and $0.3 million of outstanding letters of credit. See Note 8 to our consolidated financial statements included elsewhere in this prospectus for further information regarding our former credit facility.

On March 1, 2007, Tumi, Inc. and Tumi Stores, Inc. entered into our prior credit facility, which included a $120.0 million term loan, a $10.0 million revolving credit line, and borrowing capacity available for letters of credit. Substantially all of our assets were pledged as collateral under our prior credit facility. On March 23, 2009, our prior credit facility was amended to add a minimum liquidity covenant, to change the pricing of the term and revolver loans and to adjust the existing covenant ratios. It was a condition of the amendment that we received a $10.0 million equity contribution and made a prepayment of $5.0 million on the term loan. On October 29, 2010, our prior credit facility was modified, reducing the number of participating lenders and amending certain loan terms, and converted to our former credit facility.

The following table represents our obligations and commitments to make future payments under contracts, such as lease agreements and debt obligations, and under contingent commitments as of December 31, 2011:

Our consolidated balance sheet as of December 31, 2011 includes $605,000 of non-current tax liabilities for uncertain tax positions. The specific timing of any cash payments relating to this obligation cannot be projected with reasonable certainty, and, therefore, no amounts for this obligation are included in the table set forth above.

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these financial statements requires estimates and judgments that affect the reported amounts of our assets, liabilities, net sales and operating expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions we believe to be reasonable given the circumstances and we evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

We believe that our critical accounting policies and estimates require us to make difficult, subjective or complex judgments about matters that are inherently uncertain. See Note 1 to our consolidated financial statements, which are included elsewhere in this prospectus, for a complete discussion of our significant accounting policies. The following reflect the significant estimates and judgments used in the preparation of our consolidated financial statements.

Revenue is generated from the sale of our products and is classified as “net sales” in our consolidated statements of operations. We recognize revenue in our Direct-to-Consumer segment when inventory is received by customers and the related title passes. In our Indirect-to-Consumer segment revenue is recognized when inventory is received by wholesale customers, at which point title passes. Provisions for discounts, rebates to customers and returns are recorded as a reduction of net sales in the same period as the related sale. Revenue associated with gift cards is recognized upon redemption. Determining our provision for discounts, rebates and returns requires significant judgment based on historical information and estimates of future activity.

We determine our allowance for doubtful accounts for accounts receivable by considering a number of factors including the length of time trade receivables are past due, our previous loss history,

our customer’s current ability to pay its obligation and the condition of the general economy and the industry as a whole. Unanticipated events and circumstances may occur that affect the accuracy or validity of such assumptions, estimates or actual results.

Inventories consist primarily of finished goods and are valued at the lower of cost or market. Cost is determined by the first-in, first-out method. Inventory includes material, labor, overhead, freight, and duty and is adjusted for allowances for slow moving and obsolete inventory. Slow moving and obsolete inventory is determined through an evaluation of both historical usage and expected future demand.

We utilize the asset and liability method of accounting for income taxes, under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in net income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

We apply the provisions of FASB’s guidance relating to uncertain tax positions. We utilize the two step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including intangible assets.

Indefinite-lived intangible assets consist of brand/trade name. Brand/trade name and goodwill are not being amortized in accordance with the provisions of the FASB’s guidance, which requires these assets to be tested for impairment, annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment testing date is the first day of our fourth quarter.

We use techniques including discounted expected future cash flows (Level 3 input), or DCF, to test goodwill and indefinite lived intangible assets for impairment. A discounted cash flow analysis calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit or asset and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. Although we believe the historical assumptions and estimates we have made are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results.

We did not recognize any impairment of goodwill or indefinite lived intangible assets in the years ended December 31, 2011, 2010 and 2009.

We provide our customers with a product warranty subsequent to the sale of our products. We recognize estimated cost associated with the limited warranty at the time of sale of our products. The warranty reserve is based on historical experience and estimated future costs.

In May 2011, the FASB issued guidance clarifying how to measure and disclose fair value. This guidance amends the application of the “highest and best use” concept to be used only in the measurement of fair value of nonfinancial assets, clarifies that the measurement of the fair value of equity-classified financial instruments should be performed from the perspective of a market participant who holds the instrument as an asset, clarifies that an entity that manages a group of financial assets and liabilities on the basis of its net risk exposure can measure those financial instruments on the basis of its net exposure to those risks, and clarifies when premiums and discounts should be taken into account when measuring fair value. The fair value disclosure requirements were also amended. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. We do not believe that the adoption of the amended guidance will have a significant effect on our consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. Although the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. We do not believe our adoption of the new guidance in the first quarter of 2012 will have an impact on our consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption is permitted. This guidance is not expected to have a material effect on our financial condition or results of operations.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not currently hold or issue financial instruments for trading purposes, although we have in the past entered into interest rate hedges for the purposes of limiting our exposure to fluctuations in interest rates.

Although the majority of our international net sales are billed and collected in U.S. dollars, our European sales are billed and collected in Euros, and we are therefore subject to risk associated with

exchange rate fluctuations. In 2011, we recorded a $61,000 loss related to the exchange rate fluctuation effect on remittances from our European affiliates and other transactions relating to our international operations. In 2010, we recorded a $975,000 loss related to the exchange rate fluctuation effect on those remittances. Because a portion of our net sales (10.0% in 2010 and 2011) are denominated in Euros, exchange rate fluctuations can have an impact on our reported net sales. For example, if the U.S. dollar strengthens against the Euro, this could have a negative effect on our European operating results when those results are translated into U.S. dollars. Any hypothetical loss in net sales could be partially or completely offset by lower cost of sales and lower selling expenses and general and administrative expenses that are generated in Euros. Substantially all of our purchases from our foreign suppliers are denominated in U.S. dollars. A precipitous decline in the value of the U.S. dollar could cause our foreign suppliers to seek price increases on the goods they supply to us. This could impact our gross margin if market conditions prevent us from passing those costs on to consumers. We do not currently use the derivative markets to hedge foreign currency fluctuations but may in the future consider entering into derivative financial instruments to mitigate losses associated with these risks. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.

On October 29, 2010, we entered into our former credit facility. In connection with this offering, on April 4, 2012, our subsidiaries, Tumi, Inc. and Tumi Stores, Inc. amended our former credit facility by entering into an amended credit facility, or the amended credit facility, with Wells Fargo as lender and as collateral agent consolidating the term loan facility and the revolving credit facility previously provided in our former credit facility into a single $70 million senior secured revolving credit facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reorganization.”

Former credit facility. Because our former credit facility bore interest at a variable rate, we were exposed to market risks relating to changes in interest rates if we had a meaningfully large outstanding balance. At December 31, 2011, the interest rate on our $64.0 million of outstanding term loan debt was 2.33% which, in accordance with the terms of our former credit facility, was based on the three-month LIBOR plus 1.75%. Our former credit facility required us to make quarterly amortization payments to reduce the amount of our outstanding term loans.

Amended credit facility. Under the amended credit facility, borrowings bear interest payable quarterly or, in the case of loans subject to the LIBOR rate, monthly, bi-monthly or quarterly depending on the interest period for such loans. Borrowings under the amended credit facility will bear interest at a per annum rate equal to, at our option, the one, two, three or six-month (or such other period as Wells Fargo may agree) LIBOR rate plus a margin of 1.00% or 1.25%, or a base rate plus a margin of 0.00% or 0.25%. The margin added to LIBOR, or base rate, will depend on our leverage at the time. Accordingly, under the amended credit facility, we continue to be exposed to market risk from changes in the underlying variable interest rates, which affect our cost of borrowings. We will carefully monitor the interest rates on our borrowings under the amended credit facility.

We do not currently have any interest rate hedging activities in place, but may in the future engage in hedging activities, based on, among other things, market conditions. We do not, and do not intend to, engage in the practice of trading derivative securities for profit. A 10% increase in the applicable interest rate would not have or have had a material effect on interest expense to us under our former credit facility or our amended credit facility.

Inflationary factors such as increases in the cost of sales, including raw materials costs and transportation costs, may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain our gross margin levels and our current levels of selling expenses and general and administrative expenses as a percentage of net sales if the sale prices of our products do not increase with any increase in cost of sales.

We are a leading high-growth, global, premium lifestyle brand whose products offer superior quality, durability, functionality and innovative design. We have grown at a compound annual growth rate of 12% in net sales and 17% in operating income from 2005 to 2011. Additionally, from 2010 to 2011, our 1-year annual growth rate in net sales and operating income was 31% and 49%, respectively. From 2008 to 2011, our 3-year compound annual growth rate in net sales and operating income was 12% and 49%, respectively. We offer a comprehensive line of travel and business products and accessories in multiple categories, building on our strong heritage of producing high-end performance travel goods and business cases. We design our products for, and market our products to, sophisticated professionals, frequent travelers and brand-conscious individuals who enjoy the premium status of Tumi products. We have a significant and loyal consumer base with our typical consumer owning multiple Tumi products.

We are a leading high-growth, global, premium lifestyle brand which offers a variety of travel and business products and accessories in multiple categories. We position ourselves as a prestige brand at the top tier of the luggage and leather goods market and command a price premium compared with similar products in the travel and business cases categories.

We were an early user of ballistic nylon in the consumer market for travel and business goods. Prior to this innovative use for garment bags and business cases, ballistic nylon was used by law enforcement agencies for SWAT gear and cargo bags. The first items we introduced, garment bags and business cases, were made of a distinct soft construction that gave consumers a practical and functional alternative to hard constructed suitcases, attachés and leather briefcases. As short-trip business travel increased, our original designs became popular because of their lightweight and practical design, superior functionality and reliable durability.

While some of our original designs are still used today, we have been quick to adapt and update our product offerings to include new designs and features that address consumers’ changing needs, from luggage on wheels to portable laptop cases. The durability and practicality of our products, our innovative designs and our outstanding after-sales service have given our brand a reputation for design excellence, superior quality and leadership in the travel and business cases categories.

Today, we are committed to five founding principles: excellence in design, functional superiority, technical innovation, unparalleled quality and world-class customer service. We have become a brand of choice for frequent travelers, celebrities, world leaders, professional athletes and other discerning consumers who we believe look for the best brand and products.

Our products fall into three major categories: travel, business and accessories.

We offer products from each of these three major categories in the following key product lines.

Within each of our core, premium, trend/sport and T-Tech, lines we offer products that are targeted to appeal to both men and women. Products in our women’s line are designed to appeal specifically to female consumers. They are designed with an eye for the business woman who travels and whose needs blend functionality, durability, practicality, and style.

Our full-price product line is comprised of an average of 1,100 stock keeping units, or SKUs. Approximately one-third of these SKUs rotate on a seasonal basis to address color trends for women’s products, spur impulse purchases for holiday and gift giving, remain current with electronic accessories and inject excitement and continual interest in our retail stores.

We also have a separate collection of travel products, business cases and accessories designed and made for our outlet channel, or MFO. Our MFO products target highly price-sensitive consumers. Our profitable outlet channel not only offers MFO products, but also liquidates discontinued styles and colors from our full-price collections.

Our products are constructed using a variety of materials depending on the specific collection and functional need. We primarily use nylon and other synthetic materials in a variety of weights and finishes, polycarbonate for lightweight luggage and a wide assortment of leathers.

We distribute our products globally in over 70 countries through approximately 1,600 points of distribution. We utilize multiple channels, including company-owned retail and outlet stores, partner stores, third-party wholesale, e-commerce and specialty markets channels. Such varied distribution allows our brand to fully service existing consumers and showcase the Tumi lifestyle, while also introducing our brand to potential new consumers. We focus on exercising strict control over our distribution channels in order to maintain and develop the brand’s premium image. In 2011, the Direct-to-Consumer North America channel accounted for approximately 43% of our net sales, and the

Direct-to-Consumer International channel accounted for approximately 5% of our net sales. In 2011, the Indirect-to-Consumer North America channel accounted for approximately 24% of our net sales, and the Indirect-to-Consumer International channel accounted for approximately 28% of our net sales. In 2011, approximately 68% of our net sales were attributable to the North America region, approximately 17% were attributable to the Asia-Pacific region, approximately 14% were attributable to the Europe, Middle East and Africa region and approximately 1% were attributable to the Central and South America region.

Retail stores. This channel consists of full-price, company-owned stores, which present only Tumi-branded products. Such stores allow the consumer to experience our full range of products and the lifestyle experience of our brand and enable us to test new products and brand extensions. As of December 31, 2011, we had 73 full-price company-owned stores around the world (63 in North America and 10 in Europe), in a variety of locations including high-end shopping streets, high-traffic neighborhoods, shopping malls and airports. These company-owned stores also serve as customer service points that perform or arrange for repairs, which further enhances our reputation for world-class customer service. A new company-owned store often leads to overall growth within a market and we have historically experienced little or no cannibalization of other distribution channels when we have opened new company-owned stores in a particular area served by other channels. We focus on opening company-owned stores in a manner that maximizes sales productivity and enhances the consumer experience. Our average company-owned store size is 1,572 square feet with an average of 1,044 square feet of selling space. Our company-owned stores had an average net sales of $972 per square foot in 2011. In 2011, company-owned retail stores produced comparable store sales growth of approximately 22% in North America full-price stores, 17% in North America outlet stores and 11% in international stores compared to the prior year. In 2011, 96% of full-price stores in the comparable store base had positive comparable store sales.

Outlet stores. We operate 24 branded outlet stores in premium outlet malls in the U.S., the United Kingdom, France and Germany, which sell our MFO products. Our outlet channel also provides a brand-enhancing environment for the disposition of our discontinued products. They also serve as a point-of-entry into the brand for new consumers interested in the quality of Tumi that want to test the product at a lower price point for its quality and value proposition.

We believe there is a significant opportunity to grow our store base as we believe both the North American and international markets can support additional company-owned full-price and outlet stores. We plan to open 8 to 16 new company-owned stores during each of 2012, 2013 and 2014, and expect that the majority will be located in North America and that several will be located in Western Europe.

E-commerce. Our e-commerce websites operate in the U.S., the United Kingdom and Germany. Our online platform and virtual stores are extensions of our brand and points of distribution, serving as informational resources, an important marketing tool and showcase of the brand. Approximately four million visitors per annum view an average of eight pages each time they visit the site with a conversion rate of approximately 1% and an average order size of approximately $300.

Wholesale. In the wholesale setting, we sell to high-end department stores, luggage, travel and business specialty stores, Tumi-branded boutiques, shop-in-shops and duty–free airport retailers. We currently have 700 wholesale points of distribution in North America and 800 wholesale points of distribution internationally. We continue to focus on point-of-sale efficiency and operations and were able to significantly increase average net sales per door from 2010 to 2011. We have demonstrated

that we can increase our wholesale volume through improved assortment management, new product initiatives and marketing. By moderating direct investments, streamlining our support and sales activities and improving brand management techniques, we have evolved our wholesale business into a profitable channel with sustainable growth opportunities.

Partner stores. We currently have 80 partner stores, which are operated by local distributors or retailers, carry only Tumi products, have the same appearance as company-owned full-price stores and are governed by strict operating guidelines that we dictate. These stores provide us with a capital efficient format for reaching the global consumer, while maintaining our ability to control the quality of the consumer experience. We partner with numerous distributors and have arrangements to operate partner stores in Australia, Brazil, China, Ecuador, Finland, Greece, Hong Kong and Macau, India, Indonesia, Korea, various countries in the Middle East, the Philippines, Russia, Singapore and Malaysia, South Africa, Taiwan, Thailand, the Ukraine, Ireland and Vietnam. Our distributor in the United Kingdom has exclusive rights to distribute our products to wholesale customers in the United Kingdom, with the exception of airport stores in that territory. We monitor our relationships with our partner store operators very closely, requiring stringent adherence to Tumi standards of branding and marketing. In Japan, we operate our business through a joint venture (corporation), Tumi Japan, which is responsible for developing the Japanese market through a jointly-developed business plan and is actively growing the brand in retail and department stores.

E-commerce. We sell to third-party e-commerce sites such as Amazon.com and Zappos.com, as well as the e-commerce sites of major department stores such as Neiman Marcus, Saks Fifth Avenue and Nordstrom. The Tumi Japan joint venture also operates an e-commerce site. Additionally, we sell selectively through a few membership websites such as Rue La La, Gilt and Vente Privée. We use these websites primarily for disposition of excess inventory, but also to strategically reach younger female consumers, a consumer group we believe offers significant growth opportunity. We are focused on increasing the number of partner websites through which we sell our products, as well as the existing array of products available through such websites.

Specialty markets. Our growing business-to-business channel targets corporations and incentive marketers for corporate gifts, sales-incentive programs and loyalty and membership rewards programs. We also sell selectively to the club channel, specifically Costco, with a value-priced program for the T-Tech brand. This channel helps build brand awareness for T-Tech and offers attractive gross margin dollars on high-volume single SKU programs.

Our sales personnel are responsible for developing the wholesale channels, principally premium department and specialty stores, while ensuring our company-owned and partner stores are maintained and operated according to our guidelines. All company-owned and partner stores are overseen by account executives who regularly visit these locations to ensure that each store environment is brand-enhancing. We have sales offices in New York, Paris, Milan, Hong Kong and Tokyo with employees responsible for covering local accounts and assisting with presentation, training and inventory management within various regions. Our sales force sells directly to consumers and accounts in North America, Japan and Western Europe. Distributors that manage and run our partner stores sell directly to wholesale accounts in the United Kingdom, Russia, Greece, Turkey, South Africa, the Middle East, Australia, Central and South America and Asia-Pacific (excluding Japan).

Our in-store training program for retail associates is designed to support an increase in conversion rates in our stores and emphasizes product training, enhanced selling technique

awareness, store manager training, and staff development. The program consists of both an online training regimen and in person training sessions on customer service and improving the consumer experience.

Senior members of our management team receive training on management and organizational effectiveness as part of their development.

Our marketing strategy seeks to deliver a dynamic and consistent brand message, attract new consumers, increase purchase frequency and provide valuable information to existing and new consumers. Product introductions are the primary marketing vehicle for our brand. New products are developed to ensure the brand remains current with industry trends, remains competitive by addressing changes in airline regulations and consumer preferences, provides additional designs and functionality to improve the user experience and is ultimately perceived as durable, stylish and current.

Inspiration for new products comes from a variety of sources, including trend and forecasting services, consumer questionnaires and surveys, direct feedback from retail stores, market or trade feedback from wholesale accounts and through monitoring of our competition. Our product management team regularly analyzes sales trends and gathers store and market feedback. A core part of our marketing strategy consists of quarterly innovation meetings held by the product management team to provide direction and business needs or opportunities to the design team.

The development cycle varies according to product, with timelines ranging from 9 to 18 months. Approximately the first two-thirds of the development cycle is devoted to product design, development, sampling and corrections, while the remaining portion of the development cycle is devoted to production, including material procurement, manufacturing and shipping.

We introduce new products to the wholesale market twice a year during “market weeks” in the fall and spring. These market weeks provide forecasting and product planning information to the sourcing and planning teams. New products are launched on a seasonal basis in our branded full-price channels in order to continue the flow of new products to stores and to help increase repeat traffic and more frequent purchasing. Most of our products are sold in all of our distribution channels. Our T-Tech products, however, are generally sold only in our Indirect-to-Consumer channels, and our MFO products are sold only in our outlet stores.

Approximately 3% to 6% of our net sales are spent on advertising and promotion. We employ an internal team of professionals that advertises and promotes our brand through visual merchandising, public relations, social media and consumer relationship management.

Visual merchandising. With over 175 company-owned and partner stores around the world, our store fronts are our primary vehicle to communicate product launches, drive retail store traffic and engage the consumer. Window campaigns, which coincide with product launches, are designed by the corporate visual merchandising team with the help from time to time of external agencies specializing in window design and visual merchandising. These agencies are responsible for the sourcing, production and shipping of the window themes around the world. The campaigns change every four to six weeks depending on the product launch period. The visual merchandising team is also responsible for the interior merchandising of our stores, provides direction for product placement and rotation, orders props and display tools to help improve the lifestyle presentation of the merchandise and generally enhances our stores’ appearance and environment to be more appealing and enticing to the consumer.

Public relations. We employ public relations specialists and agencies around the world to help generate press coverage for our brand. The focus is on product placement in editorial sections of fashion, lifestyle, shopping and travel publications. Additionally, the agencies will seed business stories to the publications to secure coverage of new store openings, brand-growth strategies or new collaborations and brand partnerships. Our public relations strategy is directed by the brand’s corporate team and executed in local markets by individual agencies.

Social media. In addition to traditional print media, digital and online public relations is becoming an area of increased focus and spending. Blogs, bloggers and social networking websites are becoming increasingly important to reach design and trend influencers, consumers and the press. Marketing campaigns are developed to have strong social media content, including video segments and engagement contests, in order to increase brand followers on Facebook and YouTube directly via our websites, as well as through strategic partnerships where there is an opportunity to leverage other brands’ or companies’ fan-bases. We encourage consumer engagement in social media and also use social media to both communicate and elevate the brand’s reputation for superior quality and world-class customer service.

Consumer relationship management. Consumer relationship management is a growing priority at Tumi. With a database of over one million names, the mission of our consumer relations team is to expand the database and increase purchase frequency, thereby optimizing the overall lifetime dollar value of each consumer. While privacy concerns and government regulations have made it more difficult to obtain consumer names in traditional retail formats, direct mail, e-mail, customer service and loyalty programs in individual stores present an opportunity to grow our consumer database. We are also working closely with department stores to target consumers and build a database of those who purchase Tumi products in third-party locations. We believe our consumers tend to be loyal collectors of our products, and we believe there are significant opportunities to increase repeat purchases and introduce existing consumers to new product categories.

Our products are priced at a premium when compared to many other travel and accessories brands. In order to command such a premium, products are developed to achieve superior levels of design and performance. Our continuing product evolution and industry leadership position is driven by our commitment to innovation, a key principle for a performance and product-driven company. We believe each of our product’s success is the direct outcome of our ongoing product development efforts, including strategic investments in cutting edge tools and dyes, which we believe results in superior merchandise that emphasizes quality, function, performance and design. For example, we have introduced several proprietary luggage components and systems such as a patented luggage expansion system and the Fusion Z ballistic nylon material. In the past three years, we have received numerous industry awards. We maintain a team of 11 in-house design professionals and utilize outside industrial design resources when appropriate. Materials testing in the U.S. and Asia ensures quality as well as compliance with environmental standards. Annually, we make significant investments in tools and materials in order to improve the form and function of our products. Our expenditures for product design and development were $2.6 million, $4.1 million and $4.2 million for the years ended December 31, 2009, 2010 and 2011, respectively.

Intellectual Property. Our proprietary designs are protected by over 180 design or mechanical patents, with 56 additional patents pending. We are in control of the intellectual property used in connection with the design, production, marketing and distribution of our products, both in North America and internationally. We own and maintain worldwide registrations for trademarks in relevant classes of products in most of the countries in which we sell our products. We police our trademarks and pursue infringers both domestically and internationally. We also strategically pursue counterfeiters domestically and internationally through leads generated internally, as well as through our network of

business partners around the world. Our material trademarks will remain in existence for as long as we continue to use and renew them on their expiration dates. Our material mechanical and design patents generally have a duration of 20 years and 14 years, respectively.

Our product design and development efforts have resulted in the following notable product achievements and innovations:

We outsource the manufacture and assembly of all our products, but manage the entire manufacturing process including product design and approval. Our manufacturing team of over 50 full-time employees, located mainly in Asia with a few in the U.S., is responsible for managing contractor relationships, logistics, production oversight, quality control and certain elements of new product development. Additionally, we often specify and procure proprietary raw materials and supervise

product assembly and shipping to our distribution facilities. By maintaining both centralized and local control over product development, sourcing and distribution, we believe we are able to protect our proprietary designs and distinct components and ensure that consumers will continue to differentiate our products from those of our competitors.

In 2001 and 2002, we moved all of our manufacturing, assembly and procurement functions to Asia. In doing so, we established a cost-effective manufacturing model in which independent contract manufacturers produce our products based on our proprietary designs. This provides a flexible and quality-assured production base which allows us to bring our broad range of products to market rapidly and efficiently. Additionally, we have had long-term relationships of over 10 years with many of our contract manufacturers.

We source all of our manufacturing and assembly functions at over 10 third-party, Asian manufacturers in China, Vietnam and Thailand. In 2010, we began to manufacture in the Dominican Republic as a sourcing diversification strategy which takes advantage of recently enacted Caribbean free trade arrangements. This western hemisphere diversification strategy enables a shortened time to market in instances where product sales might otherwise require the utilization of costly airfreight to efficiently serve consumer demand.

We dual source many of our raw materials and finished goods which helps maintain competitive pricing and reduces supply chain risk. Raw materials include, among others, ballistic nylon fabric, plastic injected molded parts, nylon and stainless steel zipper systems, aluminum handle tubing systems, leather, polycarbonate sheeting materials, high quality waxed linen, high quality textiles and other high tensile strength materials used in the construction of our products. These materials are readily available from several manufacturers located around the globe. We purchase our finished goods on open accounts from our suppliers and have arrangements with them which require payment between 30 to 45 days after shipment.

Our sourcing organization is cost-effective and is a critical competitive advantage in our manufacturing process. Our foreign sourcing expertise allows us to maximize production flexibility and create high-quality products while minimizing our working capital and capital expenditures. We have product development offices in Taiwan and Hong Kong, production staff in Shenzhen, China, as well as quality assurance staff located at all key factories. Responsibilities have shifted from the U.S. to our Asia staff so that information is closer to the factory, which keeps overhead cost increases at a minimum as we continue to grow.

We manage our working capital closely. We are able to collect trade receivables from our Indirect-to-Consumer accounts within 45 days on average. Our Direct-to-Consumer retail network generates cash as sales are made. Terms for our Indirect-to-Consumer North America accounts range from 30 to 60 days from point of shipment, although a small group of accounts pay cash in advance or pay via credit card. Terms for our Indirect-to-Consumer International accounts range from 30 to 90 days. From time to time, we have increased our inventory levels to meet new product launches or promotions, but have financed these increases through internally generated funds. Similarly, our company-owned store expansion efforts are financed through internally generated funds. Large increases in inventory levels have been transitory and infrequent. We manage our trade payables carefully and through longstanding relationships with our suppliers.

Our main domestic distribution facility is a company-owned 285,000 square foot operations center in Vidalia, Georgia. The Vidalia facility operates within a free-trade zone established in connection with the port of Savannah, Georgia. Additionally, we have expanded our German warehousing facility to serve our European operations and contracted with a third-party warehousing facility in Thailand to better serve our expanding international operations. We are currently evaluating additional warehouse space in Thailand to accommodate the robust growth in demand for our goods throughout Asia.

Our operating and application systems facilitate the global planning, sales and distribution of our products to our consumers. In 2002, we replaced our legacy MXP software with an enterprise-wide installation of the SAP Enterprise Resource Planning system, or SAP. Today, our systems link the North American, European and Asian businesses which results in concise information flow. SAP also provides a technological platform for our future revenue and supply chain growth initiatives. We have an integrated supply chain operation which allows seamless communication, consistency of data and real-time information to and from our Asian operations and sourcing team.

The quality and craftsmanship that goes into our products is a critical component of our brand’s appeal. We believe that our after-sales service sets us apart from our competition and contributes to our extremely loyal consumer base. To maintain the highest standards for our after-sales service, we invest several million dollars annually in after-sales service and maintain service facilities around the world. In addition, many basic repairs are completed at the retail store level. In North America, all major repair operations are processed in our Vidalia, Georgia facility where 59 highly-trained technicians are capable of repairing or reconstructing a Tumi product, if needed. We also maintain a repair facility in our German customer service center and several contract repair service centers in the UK, Asia and the Middle East. The repair and after-sales service organizations provide valuable data to our designers and engineers which enhances our product component and construction evaluation and improvement.

Our warranty policy provides for one year of worry-free service as well as an additional warranty against manufacturers’ defects or flaws in construction for between three and five years, depending on the product line. We maintain a toll-free hotline connected to after-sales service representatives who evaluate each consumer’s needs on a case-by-case basis. Their mission is to always satisfy the consumer to ensure continued loyalty to our brand. Additionally, we maintain a loaner bag program for consumers who need a repair in the instance when they are on-the-go. Details of our warranty policy are provided on each warranty card contained in the purchased product. Consumers are encouraged to register their bags to ensure a complete record is maintained and easily located in the Tumi Tracer program. After-sales service is a critical component of our brand strategy.

Tumi was founded in 1975 by a former Peace Corps volunteer. Tumi began by importing leather bags from South America. In 1983, Tumi created what is now known as the iconic Tumi product line of black ballistic travel bags and business cases.

In 2004, Tumi was acquired by Doughty Hanson. Tumi Holdings, Inc. was incorporated in September 2004 in Delaware in connection with the acquisition.

We have a variety of competitors in the categories and geographic regions in which we operate. We believe that all of our products are in similar positions with respect to the number of competitors they face and the level of competition within each product category. Depending on the product category involved, we compete on the basis of a combination of design, quality, function, price point, distribution and brand positioning.

Our biggest global competitor in the travel goods category is Rimowa, a German company. We also compete with Samsonite in Europe, the Middle East, Africa and Asia-Pacific. In the premium luggage and business cases category, we compete with Bally, Burberry, Dunhill, Ferragamo, Gucci, Louis Vuitton, Montblanc, Porsche and Prada. In the business case category, we also compete with

smaller brands in specific markets. In the U.S., our main competitors are Victorinox and Briggs and Riley. In Europe, the Middle East and Africa, our key competitors are Mandarina Duck and Piquadro. In the Asia-Pacific region, competition is fragmented. In Japan, our two key competitors are Porter and Ace Brand. We also compete with Coach across the luggage, business cases and accessories categories.

We believe that our primary competitive advantages are favorable consumer recognition of our brand amongst our targeted demographic, consumer loyalty, product development expertise and widespread presence in premium venues through our multi-channel distribution. We may face new competitors and increased competition from existing competitors as we expand into new markets and increase our presence in existing markets.

As of December 31, 2011, we employed 963 people, including both full-time and part-time employees. Of these employees, 404 were engaged in North American retail selling and retail administration positions, 146 were employed in Europe, the Middle East and Africa (including retail), 73 were engaged in product development, quality control and sourcing in Asia, 181 were employed at our distribution center in Vidalia, Georgia and 159 were engaged globally in corporate support and administrative functions. The remaining employees were engaged in other aspects of our business. None of our employees is represented by a union. We believe that relations with our employees are satisfactory, and we have never encountered a strike or significant work stoppage.

Our business is seasonal in nature. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality.”

Many of our imported products are subject to existing or potential duties, tariffs or quotas that may limit the quantity of products that we may import into the U.S. and other countries or impact the cost of such products. To date, we have not been restricted by quotas in the operation of our business, and customs duties have not comprised a material portion of the total cost of sales. In addition, we are subject to foreign governmental regulation and trade restrictions, including retaliation against prohibited foreign practices, with respect to our product sourcing and international sales operations. We are also subject to environmental laws and regulations, including restrictions on the use of certain materials in our products. For example, the California Safe Drinking Water and Toxic Enforcement Act of 1986, or Proposition 65, requires us to meet strict lead specifications in our products. The Consumer Product Safety Improvement Act of 2008 bans the sale of certain products containing lead in excess of certain maximum standards, and imposes other restrictions and requirements, including importing, testing and labeling requirements. In the European Union, we must comply with Directive 2002/95/EC, Restriction on Use of Hazardous Substances, or RoHS, which sets forth strict rules regarding defined limits on the amount of certain hazardous substances, including lead, mercury and cadmium, in products put on the European market. Finally, the European Union’s regulatory system known as Registration, Evaluation and Authorization of Chemicals, or REACH, requires us to register any chemicals we import and evaluate their potential impact on human health and the environment. Under RoHS and REACH, significant market restrictions could be imposed on the current and future uses of chemical products that we or our third-party suppliers use as raw materials or that we sell as finished products in the European Union.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including proceedings to protect our intellectual property rights. As part of our monitoring program for our intellectual property rights, from time to time we file lawsuits in the U.S. and abroad for acts of trademark counterfeiting, trademark infringement, trademark dilution, patent infringement or breach of other state or foreign laws. These actions often result in seizure of counterfeit merchandise and negotiated settlements with defendants. Defendants sometimes raise the invalidity or unenforceability of our proprietary rights as affirmative defenses or counterclaims. We currently have no material legal proceedings pending.

We own one property in Vidalia, Georgia with approximately 285,000 square feet of space. This facility is subject to a security lien in accordance with our amended credit facility.

All of our other corporate, distribution and product development facilities are leased, with the leases expiring at various times through 2017, subject to renewal options. Our corporate headquarters are located in South Plainfield, New Jersey, where we lease approximately 45,700 square feet of space. We also lease approximately 32,851 square feet of space in Neuenrade, Germany for a distribution and operational center for our European operations; approximately 9,700 square feet of space in New York, New York for showroom, design and marketing functions; approximately 8,522 square feet of space in Shenzhen and Dongguan, China for a sourcing office, lab and repair; and approximately 7,203 square feet of space in Hong Kong for a sourcing office. In addition, we lease spaces in Paris, France; Taiwan; and Bangkok, Thailand for sales and sourcing offices and lab and distribution functions.

As of December 31, 2011, we also leased 63 North American company-owned retail stores, 20 North American company-owned outlet stores and 14 company-owned international retail stores. These leases expire at various times through 2022.

We consider these properties to be in generally good condition and believe that our facilities are adequate for the current operating requirements of our business and that additional space will be available as needed.

Currently, our board of directors consists of 4 members. We will reconstitute our board of directors so that one existing member, Mr. Yann M. Duchesne, will resign and two new members, Messrs. Joseph R. Gromek and Thomas H. Johnson, will be elected, in each case effective upon the consummation of this offering.

The following table sets forth information regarding our executive officers, directors and director nominees as of April 1, 2012.

Jerome Griffith has served as our Chief Executive Officer, President and director since April 2009. From 2002 to February 2009, he was employed at Esprit Holdings Limited, a global fashion brand, where he was promoted to Chief Operating Officer and appointed to the board in 2004, then promoted to President of Esprit North and South America in 2006. From 1999 to 2002, he worked as an executive vice president at Tommy Hilfiger, an apparel and retail company. From 1998 to 1999, he worked as the president of retail at the J. Peterman Company, a catalog-based apparel and retail company. From 1989 through 1998, he worked in various positions at Gap, Inc., a retailer of clothing, accessories, and personal care products.

Mr. Griffith’s qualifications to serve on our board include the experience described above, including his experience as a senior executive of a major global consumer products company and his proven track record of innovation and driving international growth and expansion.

Michael J. Mardy has served as our Chief Financial Officer and Executive Vice President since July 2003 and a director since November 2011. Prior to joining Tumi, from 1996 to 2002, he served as Executive Vice President, Finance and Administration of Keystone Foods LLC, a processor and distributor. From 1982 to 1996, he served as Senior Vice President, Chief Financial Officer and in various other finance positions at Nabisco Biscuit Company, a snack food and consumer products company. Mr. Mardy serves on the board of directors of Green Mountain Coffee Roasters Inc. (Nasdaq: GMCR) and ModusLink Global Solutions, Inc. (Nasdaq: MLNK). Mr. Mardy also serves on the board of the Institute of Medicine and Public Health for New Jersey.

Mr. Mardy’s qualifications to serve on our board include his extensive financial and accounting expertise (including his membership in the American Institute of Certified Public Accountants and the Financial Executive Institute) and leadership, the experience he has gained through service on the board of other public companies, his consumer products experience in prior management positions and his overall leadership skills as a senior executive.

Alan M. Krantzler has served as our Senior Vice President—Brand Management since 2003 and is responsible for product management, marketing, and store design. Prior to joining Tumi, he worked as Senior Vice President at Perry Ellis International and Vice President of Merchandising and

Consumer Direct Marketing at Next Monet, a catalog and internet retailer of fine art prints and original artwork. From 1992 to 1997, he worked as product manager at Coach, Inc., a designer and producer of accessories and gifts. He also worked as a management consultant for the Marketing Corporation of America.

Steven M. Hurwitz has served as our Senior Vice President—Product Development, Manufacturing and Sourcing since 2006 and is responsible for managing our global supply chain. Prior to joining Tumi, from 1982 to 2000 and 2004 to 2006, Mr. Hurwitz served in various positions, including Vice President, Group Manufacturing—Accessories, at Liz Claiborne, Inc., a retailer of apparel and accessories. From 2002 to 2004 he was President—Accessories Division of the Betesh Group, a designer and manufacturer of accessories, bedding and electronic storage products. Prior to joining Betesh Group, Mr. Hurwitz was President—Ladies Group at Amerex Apparel Group, Inc., a designer and manufacturer of outerwear and sportswear.

Thomas H. Nelson has served as our Senior Vice President and Managing Director—Asia Pacific since January 2010 and served as our Vice President—International from 1999 to 2010. He is also the President and Representative Director of Tumi Japan. From 1995 to 1999, Mr. Nelson was a director within the international sales division at Coach, Inc. Prior to joining Coach, he was a strategic planning manager at Pepsi International for two years and served in various finance and retail operations roles at Louis Vuitton North America, Inc. for six years.

Denielle R. Wolfe has served as our Vice President—Design since 2006 and served as our Director Global Sourcing from 2002 to 2006 and Senior Sourcing Manager from 2000 to 2002. From 1999 to 2000 she was the Asia Development Manager, overseeing all international production, at Kate Spade. Prior to joining Kate Spade, she was employed at Coach, Inc. where she started as a design developer in 1991 and was promoted to technical adviser in 1995.

Richard Hanson has served as our Chairman since July 2009. Mr. Hanson is also Chairman of Doughty Hanson, which he co-founded in 1984. Mr. Hanson is a member of the Investment Committee of Doughty Hanson and contributes to all investment activities of the firm. Mr. Hanson received a degree in Economics from the University of Southampton (B.Sc. Hons). He currently serves as Chairman of LM Wind Power Holding A/S.

Mr. Hanson was elected to serve as the Chairman of our board of directors because of his affiliation with Doughty Hanson, his financial expertise and his experience working with companies controlled by private equity sponsors.

Yann M. Duchesne has been a director since May 2005. Effective upon consummation of this offering, Mr. Duchesne will resign from our board of directors. He has served as Senior Principal at Doughty Hanson since January 2003. From September 1982 to December 2002, Mr. Duchesne worked at McKinsey & Co., France, a management consulting firm, and in 1997 was appointed Managing Director and Head of the French office. Mr. Duchesne currently serves on the board of three French companies: Ipsos, Laurent Perrier and Saft Groupe SA.

Mr. Duchesne was elected to serve on our board of directors because of his affiliation with Doughty Hanson, his financial expertise and his experience working with companies controlled by private equity sponsors.

Joseph R. Gromek will become a director effective upon consummation of this offering. From April 2003 to February 2012, Mr. Gromek served as President and Chief Executive Officer and as a director of The Warnaco Group, Inc., a global apparel company. From 1996 to 2002, Mr. Gromek served as President and Chief Executive Officer of Brooks Brothers, Inc., a clothing retailer. Over the

last 25 years, Mr. Gromek has held senior management positions with Saks Fifth Avenue, Limited Brands, Inc. and AnnTaylor Stores Corporation. Mr. Gromek is a member of the Board of Directors of Wolverine World Wide, Inc., a footwear and apparel company, and The Children’s Place Retail Stores, Inc., a children’s specialty apparel retailer. Mr. Gromek also serves on the Board of Directors of Ronald McDonald House and Stanley M. Proctor Company, as a member of the Board of Governors of the Parsons School of Design, as a member of the Board of Trustees of the Trevor Day School, as a Trustee of the New School and as a member of the Advisory Board of the Fashion Institute of Technology.

Mr. Gromek was selected as a director nominee because of his extensive experience and strong track record as an executive in the retail industry and his public board governance experience.

Thomas H. Johnson will become a director effective upon consummation of this offering. Mr. Johnson has been Managing Partner of THJ Investments, L.P., a private investment firm, from November 2005 to the present. Since 2008, he has also served as Chief Executive Officer of The Taffrail Group, LLC, a private strategic advisory firm. Mr. Johnson served as Chairman and Chief Executive Officer of Chesapeake Corporation, a specialty packaging manufacturer, from August 1997 to November 2005. From 1989 until 1997, Mr. Johnson served as President and Chief Executive Officer of Riverwood International, an integrated packaging and forest products company. From 1976 to 1989, Mr. Johnson served in various leadership positions with Mead Corporation, including President, Paperboard Division; President, Coated Board Division; Director, Strategic Planning and corporate Development, and an executive of Mead Consumer Products Division. Mr. Johnson is also a director of GenOn Energy, Inc., a wholesale generator of electricity, Coca-Cola Enterprises, Inc., an independent Coca-Cola bottler and distributor of bottle and can refreshments, with operations primarily in Europe, and Universal Corporation, a leaf tobacco merchant and processor. He was previously a director of ModusLink Global Solutions, Inc., a supply chain business process management company, and Superior Essex Inc., a wire and cable manufacturer.

Mr. Johnson was selected as a director nominee because of his extensive international management experience. Mr. Johnson’s service on the boards and audit committees of other public companies also provides our board with financial, operational and strategic expertise.

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of four members, Messrs. Hanson, Duchesne, Griffith and Mardy. Upon consummation of this offering, our board of directors will consist of five members, Messrs. Hanson, Griffith, Mardy, Gromek and Johnson. We expect our board of directors to determine that Messrs. Gromek and Johnson will qualify as independent directors under the corporate governance standards of the NYSE. Our amended and restated certificate of incorporation will provide that the number of directors on our board will be fixed exclusively pursuant to resolution adopted by our board of directors. After this offering, Doughty Hanson will own more than 50% of our outstanding common stock, and as such, we qualify as a controlled company under the NYSE rules. We do not intend to rely on the controlled company exemptions; however, to the extent we still qualify, we may choose to take advantage of these exemptions in the future.

In accordance with the terms of our amended and restated certificate of incorporation, our board of directors will be divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, upon consummation of this offering and will be divided as follows:

At each annual meeting of stockholders upon the expiration of the term of a class of directors, the successors to such directors will be elected to serve from the time of election and qualification until the third annual meeting following his or her election. Our amended and restated certificate of incorporation will also provide that the number of directors on our board will be fixed exclusively pursuant to resolution adopted by our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Upon consummation of this offering, the standing committees of our board of directors will include the audit committee, the compensation committee and the nominating and corporate governance committee.

Our audit committee will assist our board of directors in its oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence and the performance of our independent registered public accounting firm. The audit committee will: review the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and track management’s corrective action plans where necessary; review our financial statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm; review our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and have the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

Our audit committee will initially be composed of two members, Mr. Johnson (chairperson) and Mr. Gromek. In accordance with the NYSE transition rules, we will appoint a third member, an independent director, to our audit committee within one year following the effective date of the registration statement of which this prospectus forms a part. Our board of directors has determined that Mr. Johnson is qualified as an audit committee financial expert within the meaning of the SEC regulations. All of the members of the audit committee will be financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules. Our board of directors has determined that Messrs. Gromek and Johnson meet the definition of independent director under the listing rules of the NYSE and Rule 10A-3 of the Exchange Act.

Our compensation committee will review and recommend policies relating to compensation and benefits of our officers and employees. The compensation committee will review and approve corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers, evaluate the performance of these officers in light of those goals and objectives, and

recommend the compensation of these officers based on such evaluations. The compensation committee will also administer the issuance of stock options and other awards under our equity compensation plans and prepare the compensation committee report required by SEC rules to be included in our annual report. The members of our compensation committee will be Mr. Hanson (chairperson), Mr. Gromek and Mr. Johnson. We currently do not expect to rely on the “controlled company” exemption, but may choose to do so in the future.

The written charter for our compensation committee will be available on our website.

The nominating and corporate governance committee will be responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board. In addition, the nominating and corporate governance committee will be responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our board concerning governance matters. The members of our nominating and corporate governance committee will be Mr. Gromek, Mr. Johnson and Mr. Hanson. We currently do not expect to rely on the “controlled company” exemption, but may choose to do so in the future.

The written charter for our nominating and corporate governance will be available on our website.

None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our compensation committee.

We will adopt a code of business conduct and ethics that applies to all of our officers and employees. The code of business conduct and ethics, upon the consummation of this offering, will be available on our website at www.tumi.com. Information on, or accessible through, our website is not part of this prospectus. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

The following Compensation Discussion and Analysis provides information regarding the objectives and components of our compensation philosophy, policies and practices with respect to the compensation of our named executive officers. Our named executive officers for the year ended December 31, 2011 were:

Our board of directors has overall responsibility for the compensation program for our named executive officers. Following this offering, a compensation committee of our board of directors will have overall responsibility for the compensation program for our named executive officers. Members of the compensation committee will be appointed by our board of directors. We currently do not expect to rely on the “controlled company” exemption; accordingly, we anticipate that our compensation committee will consist, within one year of the listing of our Common Stock on the NYSE, entirely of independent directors, as defined under the applicable rules and regulations of the SEC, the NYSE and the Internal Revenue Service. We may, however, still choose to rely on the “controlled company” exemption in the future.

Our compensation philosophy historically has been to set target compensation for our named executive officers at approximately the 50th percentile relative to a peer group. Our compensation programs (in addition to base salary) for fiscal 2011 and the past several years have consisted of a single performance-based annual cash bonus program and the limited use of perquisites and other benefits. We historically have not awarded stock options or restricted stock, but plan to issue stock options or other long-term incentive awards following this offering pursuant to the 2012 Plan, which we will adopt in connection with this offering. See “—Compensation Program Following This Offering.”

Our executive compensation program is designed to meet the following objectives:

These objectives collectively seek to link compensation to our overall financial performance, which helps to ensure that the interests of our named executive officers are aligned with the interests of our stockholders. These objectives serve as guiding principles in compensation program design.

The principal components of compensation for our named executive officers for fiscal 2011 consisted of:

Following this offering, we expect long-term incentive compensation will also be a component of compensation for our named executive officers. See “—Compensation Program Following This Offering.”

The amount of each component of our compensation program is determined by our board of directors on an annual basis taking into consideration compensation programs of our peer group, our Adjusted Earnings Before Income Taxes, Depreciation and Amortization, or EBITDA, the competitive market for our named executive officers and general economic factors. In fiscal 2011 and in prior years, our approach has been to provide named executive officers with a base salary and an annual cash bonus opportunity that were generally competitive with the level of those elements paid for comparable positions at comparable companies.

Once the level of compensation is set for the year, our board of directors may revisit its decisions if there are material developments during the year, such as promotions, that may warrant a change in compensation. After the year is over, our board of directors reviews the performance of the named executive officers to determine the achievement of annual incentive compensation targets and to assess the overall functioning of our compensation plans against our goals.

We have engaged an outside compensation consultant, Exequity, to assist us in developing our compensation programs to be in effect following this offering and ensuring that our levels of compensation fall within our targeted range.

Our board of directors reviews our named executive officers’ base salaries on an annual basis taking into consideration each individual’s responsibilities and experience, market and peer compensation levels and other discretionary factors deemed relevant by our board of directors. Such other factors may include material changes in position or responsibilities, prior performance, overall corporate performance and competitive marketplace for executive talent.

We believe our base salaries are set at levels that allow us to attract and retain executives in competitive markets. The level of base pay for each named executive officer in fiscal 2010 and prior years was determined with the goal of setting compensation for our named executive officers at approximately the 50th percentile relative to the peer group.

The base salaries paid to our named executive officers for fiscal 2011 are shown in the Summary Compensation Table below.

Our performance-based cash bonus program is tied to Adjusted EBITDA, the same key financial metric that we use to assess our business performance. If the performance thresholds set by the our board of directors are not attained, no bonus is paid with respect to such metric. The bonus program provides for increasing levels of payout for performance at higher levels.

Pursuant to the terms of their employment agreements with us, each of Messrs. Griffith, Mardy, Hurwitz, Krantzler and Nelson are eligible to earn a target annual bonus, to be awarded in the discretion of our board of directors, of between 40% and 50%, 40%, 40%, 40% and 40%, respectively, of their base salaries, if specified performance goals, as established by our board of directors, are met for the year. In fiscal 2011, we established a budgeted bonus pool to be allocated to our key employees, including our named executive officers, in the event that we achieved the target Adjusted EBITDA goal for the year. Under the fiscal 2011 incentive plan established by our board of directors, each named executive officer’s target or budgeted bonus was equal to 40% of his base salary. Our board of directors in its discretion may award amounts in excess of a named executive officer’s target bonus for superior performance and may award amounts that are less than the named executive officer’s target bonus if the budgeted Adjusted EBITDA goal is not met. During the first quarter of each fiscal year, our board of directors reviews our performance relative to the achievement of our financial, operational and strategic goals established by our board of directors at the beginning of the preceding fiscal year and each executive’s individual performance and contribution to achieving those goals in order to determine the amount of discretionary bonus, if any, payable to our named executive officers. Under the terms of Mr. Griffith’s employment agreement, Mr. Griffith’s target annual bonus could also be increased to up to 100% of his base salary. As discussed above, the target bonuses for all of our named executive officers are tied to our performance thresholds as well as the budgeted bonus pool. In the event that we experience an exceptional increase in Adjusted EBITDA, the board attributes such increase to Mr. Griffith’s performance, and there remains sufficient funds in the budgeted bonus pool, our board of directors could in its sole discretion increase Mr. Griffith’s target annual bonus to 100% of his base salary.

The board of directors uses Adjusted EBITDA as the objective performance metric because it is a key metric used by management and the board of directors to assess our operating performance. For purposes of our cash bonus program for fiscal 2011, the Adjusted EBITDA targets were set at threshold, target and maximum amounts as follows:

The Adjusted EBITDA performance metric was applied to all of our named executive officers, with our board of directors reserving the right to make a negative adjustment based on the named executive officer’s performance against additional specified operating metrics such as store operating costs and average capital expenditures for new stores. At the time the Adjusted EBITDA performance metrics were set, our board of directors believed that the metrics were challenging and that the achievement of the performance metrics at the target level would require superior performance.

In making its award decisions, our board of directors took into account that our preliminary Adjusted EBITDA for fiscal 2011 of $72.2 million exceeded the Adjusted EBITDA target amount of $62.0 million by $10.2 million, or approximately 16%. These numbers are subject to adjustment based on our final determination of Adjusted EBITDA for fiscal 2011. Our board of directors determined that each of our named executive officers was eligible to be awarded a payout under our cash bonus program that was incrementally higher than the budgeted amount for each named executive officer in light of our superior financial performance. The 2011 annual cash bonus awarded to each of our named executive officers, respectively, was $450,000 for Mr. Griffith, equal to approximately fifty-five percent (55%) of his base salary in recognition of our superior financial performance and Mr. Griffith’s

exceptional contributions towards achieving the Adjusted EBITDA goal in excess of target; $240,000 for Mr. Mardy, equal to approximately fifty-seven percent (57%) of his base salary in recognition of our superior financial performance and Mr. Mardy’s exceptional contributions towards achieving the Adjusted EBITDA goal in excess of target; $165,000 for Mr. Hurwitz, equal to approximately forty one percent (41%) of his base salary in recognition of our superior financial performance and Mr. Hurwitz’s contributions towards achieving the Adjusted EBITDA goal in excess of target through his successful efforts at procurement of new products while controlling related costs through negotiations with and selection of manufacturing suppliers; $165,000 for Mr. Krantzler, equal to approximately forty three percent (43%) of his base salary in recognition of our superior financial performance and Mr. Krantzler’s contributions towards achieving the Adjusted EBITDA goal in excess of target through his management of our product portfolio and our marketing efforts; and $110,000 for Mr. Nelson, equal to forty percent (40%) of his base salary in recognition of our superior financial performance and Mr. Nelson’s management of the Asia Pacific region, which experienced high growth in the previous fiscal year despite the nuclear disaster in Japan. Our board of directors weighed these individual contributions at its discretion in determining the appropriateness of the awarded bonuses. The 2011 annual cash bonuses received by our named executive officers are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Our benefits, such as our basic health benefits, 401(k) plan, life insurance, paid time off, matching charitable gifts program, tuition reimbursement and discounts on certain Tumi products, are intended to provide a stable array of support to our employees, and these core benefits are provided to all employees. The 401(k) plan allows participants to defer amounts of their annual compensation before taxes, up to the cap set by the Internal Revenue Code of 1986, as amended, or the Code, which was $16,500 per person for calendar year 2011. In addition, the plan allows participants ages 50 and older to defer additional catch-up contributions of up to $5,500 per year before taxes. Employees’ elective deferrals are immediately vested and nonforfeitable upon contribution to the 401(k) plan. We currently provide matching contributions of up to 100% of an employee’s contribution on the first 3% of his or her compensation and 50% of the employee’s contribution on the next 2% of compensation, subject to certain other limits. Additionally, Messrs. Griffith, Mardy, Hurwitz and Krantzler receive an automobile allowance, and Mr. Nelson receives reimbursements for costs relating to the performance of his duties outside of the United States.

Pursuant to an amended and restated letter agreement dated July 8, 2009, Mr. Griffith is entitled to receive a special incentive bonus in cash in connection with the consummation of a qualified sale event or initial public offering that results in an enterprise value of our Company of $600 million or greater. If paid in connection with a qualified initial public offering, the special bonus payment would equal the dollar amount that a holder of 0.62% of our outstanding common stock then outstanding on a fully diluted basis as of the date of the agreement would receive if the holder sold all such shares at the underwritten price per share of our common stock in the offering. Based on an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, Mr. Griffith would be entitled to receive a special bonus payment in cash of approximately $5.0 million. Each $1.00 increase in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would increase the payment by approximately $0.4 million. Each $1.00 decrease in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would decrease the payment by approximately $0.4 million. In general, for federal income tax purposes, Mr. Griffith will recognize ordinary income in the amount of the special bonus payment at the time it is paid, and, in reliance on the transition provisions under Section 162(m) of the Code, we expect to take a deduction in the same amount.

We entered into employment agreements with each of our named executive officers which define compensation and benefits payable to them in certain termination scenarios, giving them some certainty regarding their individual outcomes under these circumstances. Each employment agreement includes provisions that (1) prohibit the executive from competing against us (or working for a competitor) during a specified period after the executive leaves the Company, and (2) provide severance payments upon the executive’s termination of employment by us for other than “Cause.” We believe the employment agreements are a necessary component of the compensation package provided to our named executive officers because: (1) the noncompetition provisions protect us from a competitive disadvantage if one of the named executive officers leaves the Company; and (2) the severance provisions serve as an effective recruiting and retention tool. Our board of directors approves the initial employment agreements and then reviews the agreements on an as-needed basis, based on market trends or on changes in our business environment.

The terms of the employment agreements are described in more detail below under “—Employment Agreements with Named Executive Officers.” Additional information regarding the severance and change in control benefits provided under the employment agreements is provided below under “—Potential Payments Upon Termination or Change in Control.”

Our board of directors, which includes Mr. Mardy and Mr. Griffith, generally seeks input from the head of human resources when discussing the performance of and the compensation levels for the other named executive officers. Our board of directors also works with the head of our human resources department in evaluating the financial, accounting, tax and retention implications of our various compensation programs. None of our other executives participates in deliberations relating to his or her own compensation, other than Mr. Mardy and Mr. Griffith, each of whom participated in the setting of their own base salary levels and, in their roles as our directors, in the setting of compensation of our other named executive officers. Following this offering, it is not expected that Mr. Mardy or Mr. Griffith will play any role in setting their own compensation or the compensation of our named executive officers.

The design of our compensation program following this offering is an ongoing process. We believe that we will have more flexibility in designing compensation programs to attract, motivate and retain our executives following this offering, including permitting us to regularly compensate executives with non-cash compensation reflective of our stock performance. We anticipate that long-term incentive compensation will be an integral part of our compensation program going forward.

Prior to consummation of this offering, we intend to adopt the 2012 Plan, which will allow us to compete for executive talent and align the interests of our named executive officers with those of our stockholders. A detailed description of the 2012 Plan is provided under “—Long-Term Incentive Plan.”

We anticipate that our named executive officers will continue to be subject to employment agreements that are substantially similar to their existing employment agreements which are described herein. It is also anticipated that our current named executive officers will hold substantially similar positions following the offering.

While we are still in the process of determining specific details of the compensation program that will take effect following the offering, it is anticipated that our compensation program following the offering will be based on the same principles and designed to achieve the same objectives as our current compensation program.

The following is a summary of the expected principal features of our Tumi Holdings, Inc. 2012 Long-Term Incentive Plan, or the 2012 Plan. This summary is qualified in its entirety by the more detailed terms and conditions of the 2012 Plan.

Plan Administration. Our board will initially designate the compensation committee to administer all aspects of the 2012 Plan. Our board has determined that the compensation committee is composed solely of non-employee directors, as defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and “outside directors,” within the meaning of Section 162(m) of the Code.

Under the 2012 Plan, the compensation committee has the authority to, among other things:

Eligibility. The compensation committee will generally designate those employees, consultants and non-employee directors eligible to participate in the 2012 Plan by granting awards authorized by the 2012 Plan.

Shares Authorized. Subject to adjustment in the event of a merger, recapitalization, stock split, reorganization or similar transaction, ten percent (10%) of the number of all outstanding shares of our common stock as of the 2012 Plan’s effective date (6,786,667 shares), or the Share Limit, are reserved for issuance in connection with awards granted under the 2012 Plan. Any unexercised, unconverted or undistributed portion of any award that is not paid in connection with the settlement of an award or is forfeited without the issuance of shares shall again be available for grant under the 2012 Plan. The maximum number of shares available for issuance under the 2012 Plan with respect to incentive stock options is the number of shares equal to thirty percent (30%) of the Share Limit.

Individual Share Limits. The number of shares subject to options and stock appreciation rights awarded to any one participant during any calendar year may not exceed two hundred thousand (200,000) shares. The number of shares subject to awards other than options and stock appreciation rights awarded to any one participant during any calendar year may not exceed one hundred fifty thousand (150,000) shares. The amount of compensation to be paid to any one participant with respect to all cash-based awards that are intended to constitute performance-based compensation for purposes of Section 162(m) of the Code is $7,500,000.

Maximum Term of Awards. Options and stock appreciation rights under the 2012 Plan shall have a maximum term of ten years.

Change in Control. The compensation committee will provide for the treatment of each award granted under the 2012 Plan upon a change in control in the applicable award agreement.

Amendment and Termination. Our board may at any time terminate, suspend or discontinue the 2012 Plan. Our board may amend the 2012 Plan at any time, provided that any increase in the number of shares available for issuance under the plan must be approved by our stockholders. In addition, our board may not, without stockholder approval, extend the term of the 2012 Plan, materially expand

the types of awards available under the 2012 Plan, add a category or categories of individuals who are eligible to participate in the 2012 Plan, limit any prohibition against re-pricing options or stock appreciation rights, or make any other changes that require approval by stockholders in order to comply with applicable laws or stock market rules. No amendment or termination of the 2012 Plan may adversely change a participant’s rights under an outstanding award without the participant’s prior written consent.

The 2012 Plan provides for the grant of stock options (including nonqualified stock options and incentive stock options), restricted stock, restricted stock units, performance awards (which include, but are not limited to, cash bonuses), dividend equivalents, stock payment awards, stock appreciation rights, and other incentive awards.

Options. Options to purchase shares of common stock may be granted alone or in tandem with stock appreciation rights. A stock option may be granted in the form of a non-qualified stock option or an incentive stock option. No incentive stock options shall be granted to any person who is not one of our employees. The price at which a share may be purchased under an option (the exercise price) will be determined by the compensation committee, but may not be less than the fair market value of our common stock on the date the option is granted. Except in the case of an adjustment related to a corporate transaction, the exercise price of a stock option may not be decreased after the date of grant and no outstanding option may be surrendered as consideration for the grant of a new option with a lower exercise price without stockholder approval. The compensation committee may establish the term of each option, but no option shall be exercisable after 10 years from the grant date. The amount of incentive stock options that become exercisable for the first time in a particular year cannot exceed a value of $100,000 per participant, determined using the fair market value of the shares on the date of grant.

Stock Appreciation Rights. Stock appreciation rights, or SARs, may be granted either alone or in tandem with stock options. The exercise price of a SAR must be equal to or greater than the fair market value of our common stock on the date of grant. The compensation committee may establish the term of each SAR, but no SAR shall be exercisable after 10 years from the grant date.

Restricted Stock/Restricted Stock Units. Restricted stock and restricted stock units may be awarded to eligible participants, as determined by the compensation committee. The restrictions on such awards are determined by the compensation committee, and may include time-based, performance-based, and service-based restrictions. Restricted stock units may be settled in cash, shares of common stock or a combination thereof. Except as otherwise determined by the compensation committee, holders of restricted stock will have the right to receive dividends and will have voting rights during the restriction period.

Performance Awards. Performance awards may be issued to any eligible individual, as determined by the compensation committee. The value of performance awards may be linked to performance goals, or to other specific criteria determined by the compensation committee. Performance awards may be paid in cash, shares, or a combination of both, as determined by the compensation committee. Without limiting the generality of the foregoing, performance awards may be granted in the form of a cash bonus payable upon the attainment of objective performance goals or such other criteria as are established by the compensation committee.

Performance awards may be structured to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. In order to qualify as “performance-based compensation,” the grant, payment or vesting schedule of the award must be contingent upon the achievement of pre-established performance goals over a performance period for us.

Performance Goals. The performance goals may be based upon one or more of the following performance goals established by the compensation committee (in each case, as determined in accordance with generally accepted accounting principles, if applicable): (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per Share; (xix) price per Share; (xx) implementation or completion of critical projects; (xxi) market share; (xxii) debt levels or reduction; (xxiii) customer retention; (xxiv) sales-related goals; (xxv) customer satisfaction and/or growth; (xxvi) research and development achievements; (xxvii) financing and other capital raising transactions; (xxviii) inventory; (xxix) inventory turns; (xxx) new store openings; (xxxi) new store performance; (xxxii) comparable store sales; and (xxxiii) capital expenditures.

Performance goals may be expressed in terms of our overall performance or the performance of an affiliate, a division or business unit, or one or more individuals. In addition, such performance goals may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other corporations. Further, the compensation committee may provide objectively determinable adjustments be made to one or more of the performance goals. Such adjustments may include: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by us during the performance period; (vii) items related to the disposal or sale of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the performance period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of our core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.

To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the compensation committee may adjust, modify or amend the aforementioned performance criteria.

Dividend Equivalents. Dividend equivalents may be granted either alone or in tandem with other awards, as determined by the compensation committee. Dividend equivalent awards are based on the dividends that are declared on the common stock, to be credited as of the dividend payment dates during the period between the date that the dividend equivalent awards are granted and such dates that the dividend equivalent awards terminate or expire. If dividend equivalents are granted with respect to shares covered by another award, the dividend equivalent may be paid out at the time and to the extent that vesting conditions of the award shares are satisfied. Dividend equivalent awards can be converted to cash or shares by a formula determined by the compensation committee. Unless otherwise determined by the compensation committee, dividend equivalents are not payable with respect to stock options or stock appreciation rights.

Stock Payment Awards. Stock payments may be issued to eligible participants, as determined by the compensation committee. The number of shares of any stock payment may be based upon performance goals or any other specific criteria.

Other Incentive Awards. Other incentive awards may be issued to eligible participants, as determined by the compensation committee. Such other incentive awards may cover shares or the right to purchase shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or otherwise payable in or based on shares, stockholder value, or stockholder return. Other incentive awards may be linked to any one or more of the performance criteria or other specific performance criteria determined appropriate by the compensation committee and may be paid in cash or shares.

The following discussion addresses only the general federal income tax consequences relating to participation under the 2012 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change. Further, the summary below does not address the impact of state and local taxes, or the federal alternative minimum tax and is not intended as tax advice to participants under the 2012 Plan.

Non-Qualified Stock Options. A participant who has been granted a non-qualified stock option will not realize taxable income at the time of grant, and we will not be entitled to a tax deduction at that time. In general, when the option is exercised, the participant will realize ordinary income in an amount equal to the excess of the fair market value of the acquired shares over the exercise price for those shares, and we will be entitled to a corresponding tax deduction. Any gains or losses realized by the participant upon disposition of the shares will be treated as capital gains or losses, and the participant’s basis in such shares will be equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options. A participant who has been granted an incentive stock option will not realize taxable income at the time of grant, and we will not be entitled to a tax deduction at that time. The exercise of an incentive stock option will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of us or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled). The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price is included in calculating the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised unless the participant disposes of the shares in the year of exercise. If the participant does not sell or otherwise dispose of the shares within two years from the date of the grant of the incentive stock option or within one year after the transfer of such shares to the participant, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain and we will not be entitled to a corresponding tax deduction. The participant will generally recognize a capital loss to the extent that the amount realized is less than the exercise price. If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the shares in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and we will be entitled to a corresponding tax deduction. Any amount realized in excess of the value of the shares on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant will not recognize ordinary income, and the participant will generally recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

Stock Appreciation Rights. A participant who has been granted a SAR will not realize taxable income at the time of the grant, and we will not be entitled to a tax deduction at that time. Upon the exercise of a SAR, the amount of cash or the fair market value of any shares received will be taxable to the participant as ordinary income and we will be entitled to a corresponding tax deduction. Any gains or losses realized by the participant upon disposition of any such shares will be treated as capital gains or losses, and the participant’s basis in such shares will be equal to the fair market value of the shares at the time of exercise.

Restricted Stock Units. A participant who has been granted a restricted stock unit award will not realize taxable income at the time of grant and we will not be entitled to a tax deduction at that time. The participant will generally have compensation income at the time of settlement equal to the amount of cash received and the then fair market value of the distributed shares, and will have a tax basis in the shares equal to the amount of compensation income recognized. We will then be entitled to a corresponding tax deduction.

Restricted Stock. In general, a participant who has been granted a restricted stock award will not realize taxable income at the time of grant and we will not be entitled to a tax deduction at that time, assuming that the shares are not transferable and that the restrictions create a “substantial risk of forfeiture” for federal income tax purposes. Upon the vesting of the shares subject to an award, the participant will realize ordinary income in an amount equal to the then fair market value of the shares, and we will be entitled to a corresponding tax deduction. Any gains or losses realized by the participant upon disposition of such shares will be treated as capital gains or losses, and the participant’s basis in such shares will be equal to the fair market value of the shares at the time of vesting. A participant may elect pursuant to Section 83(b) of the Code to have income recognized at the date of grant of a restricted stock award and to have the applicable capital gain holding period commence as of that date. If a participant makes this election, we will be entitled to a corresponding tax deduction in the year of grant. If the participant does not make an election pursuant to Section 83(b), dividends paid to the participant during the restriction period will be treated as compensation income to the participant and we will be entitled to a corresponding tax deduction.

Performance Awards; Dividend Equivalent Awards; Stock Payment Awards; Other Incentive Awards. With respect to these types of awards, a participant generally will not recognize taxable income until the cash or shares of common stock are delivered to the participant upon satisfaction of the conditions of the award, and we generally will become entitled to a deduction at such time equal to the amount of income recognized by the participant. The amount of ordinary income recognized by the participant will generally be equal to the amount of the cash or the fair market value of the shares received.

Section 162(m) of the Code generally disallows a federal income tax deduction to public corporations for compensation greater than $1 million paid for any fiscal year to the corporation’s five named executive officers. As we are not currently publicly-traded, our board of directors has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation. We expect that our compensation committee, when formed, will adopt a policy that, where reasonably practicable, will seek to qualify the variable compensation paid to our named executive officers for an exemption from the deductibility limitations of Section 162(m). Until such policy is implemented, the compensation committee may, in its judgment, authorize compensation payments that do not consider the deductibility limit imposed by Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent. In addition, transition provisions under Section 162(m) may apply for a period of three years following the consummation of this offering to

certain compensation arrangements that were entered into by a company before it was publicly held, including the bonus agreement with Mr. Griffith, discussed above. See “—Bonus Agreement with Mr. Griffith.”

The following table sets forth the cash and other compensation that we paid to our named executive officers, or that was otherwise earned by our named executive officers, for their services in all capacities during fiscal 2011 and fiscal 2010.

The following table sets forth information regarding grants of plan-based awards in fiscal 2011.

We entered into an employment agreement with Mr. Griffith on December 22, 2008. The agreement provides, among other things, for Mr. Griffith to serve as President and Chief Executive Officer of the Company for a term that will end with his separation from the Company. Pursuant to the agreement, Mr. Griffith received in fiscal 2011 an annual base salary of $812,000 and is eligible to earn an annual target incentive bonus of between 40% and 50% (with the potential to increase up to 100%) of his base salary, which bonus will be determined in the discretion of our board of directors based on Mr. Griffith’s performance and our achievement of budgetary and other objectives set by our board of directors. During his employment, Mr. Griffith is also entitled to the employee benefits approved by our board of directors and made available to our senior management generally.

The terms of the employment agreement relating to the termination of Mr. Griffith’s employment are discussed below, under “—Potential Payments Upon Termination or Change in Control.”

We entered into an employment agreement with Mr. Mardy on November 17, 2004. Pursuant to the agreement, Mr. Mardy serves as our Chief Financial Officer and Executive Vice President for a term that will end with his separation from the Company. Pursuant to the agreement, Mr. Mardy received in fiscal 2011 an annual base salary of $420,000 and is eligible to earn an annual target incentive bonus of up to 40% of his base salary, which bonus will be determined in the discretion of our board of directors based on Mr. Mardy’s performance and our achievement of budgetary and other objectives set by our board of directors. During his employment, Mr. Mardy is also entitled to the employee benefits approved by our board of directors and made available to our senior management generally.

The terms of the employment agreement relating to the termination of Mr. Mardy’s employment are discussed below, under “—Potential Payments Upon Termination or Change in Control.”

We entered into an employment agreement with Mr. Hurwitz on May 18, 2006. The agreement provides, among other things, for Mr. Hurwitz to serve as our Senior Vice President—Product Development, Manufacturing and Sourcing for a term that will end with his separation from the

Company. Pursuant to the agreement, Mr. Hurwitz received in fiscal 2011 an annual base salary of $408,000 and is eligible to earn an annual target incentive bonus of up to 40% of his base salary, which bonus will be determined in the discretion of our board of directors based on Mr. Hurwitz’ performance and our achievement of budgetary and other objectives set by our board of directors. During his employment, Mr. Hurwitz is also entitled to the employee benefits approved by our board of directors and made available to our senior management generally.

The terms of the employment agreement relating to the termination of Mr. Hurwitz’ employment are discussed below, under the heading “—Potential Payments Upon Termination or Change in Control.”

We entered into an employment agreement with Mr. Krantzler on November 17, 2004. Pursuant to the agreement, Mr. Krantzler serves as our Senior Vice President—Brand Management for a term that will end with his separation from the Company. Pursuant to the agreement, Mr. Krantzler received in fiscal 2011 an annual base salary of $385,000 and is eligible to earn an annual target incentive bonus of up to 40% of his base salary, which bonus will be determined in the discretion of our board of directors based on Mr. Krantzler’s performance and our achievement of budgetary and other objectives set by our board of directors. During his employment, Mr. Krantzler is also entitled to the employee benefits approved by our board of directors and made available to our senior management generally.

The terms of the employment agreement relating to the termination of Mr. Krantzler’s employment are discussed below, under “—Potential Payments Upon Termination or Change in Control.”

We entered into an amended and restated employment agreement with Mr. Nelson on January 6, 2012, which replaced his employment agreement with us dated November 17, 2004. Pursuant to the agreement, Mr. Nelson serves as our Senior Vice President and Managing Director—Asia Pacific for a term that will end with his separation from the Company. Pursuant to the agreement, Mr. Nelson received in fiscal 2011 an annual base salary of $275,000 (increased from $230,000 under the prior agreement) and is eligible to earn an annual target incentive bonus of up to 40% (increased from 35% under the prior agreement) of his base salary, which bonus will be determined in the discretion of our board of directors based on Mr. Nelson’s performance and our achievement of budgetary and other objectives set by our board of directors. Pursuant to the employment agreement, 50% of any bonus will be based upon Mr. Nelson’s satisfaction of annual performance goals for Asia Pacific. During his employment, Mr. Nelson is also entitled to the employee benefits approved by our board of directors and made available to senior management of the Company generally, as well as reimbursement of certain costs relating to the performance of his duties outside of the United States, including a housing allowance, limited air travel for his family and tax equalization payments.

The terms of the employment agreement relating to the termination of Mr. Nelson’s employment are discussed below, under “—Potential Payments Upon Termination or Change in Control.”

Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

We do not maintain any nonqualified deferred compensation plan or arrangements under which our named executive officers are entitled to participate.

The following table summarizes the potential payments and benefits payable to our named executive officers if we terminate their employment without “Cause,” as described in more detail below under “—Employment Agreements.” The table reflects estimated amounts assuming that termination, as applicable, occurred on December 31, 2011. The actual amounts that would be paid upon a named executive officer’s termination of employment can be determined only at the time of such event. Except with respect to Mr. Griffith as described below, our named executive officers are not specifically entitled to any payments upon a change of control.

The employment agreements we have entered into with our named executive officers provide for certain payments to be made in connection with a termination of employment. Below is a description of these provisions.

Mr. Griffith’s employment agreement provides for severance benefits payable in the event of his termination under certain circumstances, subject to the execution of a general release of claims. If Mr. Griffith’s employment is terminated without “Cause,” or if he resigns for “Good Reason” (in either case as defined in his employment agreement), Mr. Griffith will be paid severance in an amount equal to his annual base salary for 12 months following the termination date and will be eligible to receive, for 12 months, a monthly amount equal to the applicable COBRA premium cost for the level of coverage he had as an active employee. Notwithstanding the foregoing, in the event that we terminate Mr. Griffith’s employment without “Cause” or if he resigns for “Good Reason” within two years following

a Change of Control (as defined in the Amended and Restated Subscription and Stockholders Agreement), we will continue to pay to Mr. Griffith the severance amount for eighteen months following the termination date rather than twelve months. In addition, Mr. Griffith will be entitled to receive amounts accrued under the employment agreement, including any accrued but unpaid base salary and accrued but unused vacation. Mr. Griffith’s employment agreement also provides Mr. Griffith with an additional payment (referred to as a “gross-up” payment) intended to reimburse him for the excise tax payable should any payments made to him in the event of a change in control be subject to the excise tax imposed on “excess parachute payments” under section 4999 of the Code, and to reimburse him for the income, excise and employment taxes on the reimbursement payment. If, however, a reduction in the total payments to Mr. Griffith equal to up to 10% of a safe harbor amount defined under Section 280G of the Code would prevent the imposition of the excise tax, then his total payments will be reduced and no gross-up payment will be made.

The employment agreement further provides that, subject to certain exceptions, during his employment and a period of 12 months following termination or separation, Mr. Griffith will not (i) compete with us or our affiliates, (ii) solicit any of our employees or consultants, (iii) solicit any of our customers or suppliers or (iv) acquire or attempt to acquire an interest in any business relating to our business with which we have entertained discussions relating to the acquisition of such business by us in the two years immediately preceding his termination or separation. See also “Compensation Discussion and Analysis—Bonus Agreement with Mr. Griffith” above.

Mr. Mardy’s employment agreement provides for severance benefits payable in the event of his termination under certain circumstances, subject to the execution of a general release of claims. If Mr. Mardy’s employment is terminated without “Cause” (as defined in his employment agreement), Mr. Mardy will be paid severance in an amount equal to his annual base salary for 12 months following the termination date and be eligible to receive, for 12 months, a monthly amount equal to the applicable COBRA premium cost for the level of coverage he had as an active employee. In addition, Mr. Mardy will be entitled to receive any accrued but unpaid base salary in the event of a termination for any reason.

The employment agreement further provides that, subject to certain exceptions, during his employment, and a period of 12 months following termination or separation, Mr. Mardy will not (i) compete with us or our affiliates, (ii) solicit any of our employees or consultants, (iii) hire any person who was our employee within 180 days of such hire, (iv) solicit any of our customers or suppliers or (v) acquire or attempt to acquire an interest in any business relating to our business with which we have entertained discussions relating to the acquisition of such business by us in the two years immediately preceding his termination or separation.

Mr. Hurwitz’s employment agreement provides for severance benefits payable in the event of his termination under certain circumstances, subject to the execution of a general release of claims. If Mr. Hurwitz’s employment is terminated without “Cause” (as defined in his employment agreement), Mr. Hurwitz will be paid severance in an amount equal to his annual base salary for 12 months following the termination date and be eligible to receive, for 12 months, a monthly amount equal to the applicable COBRA premium cost for the level of coverage he had as an active employee. In addition, Mr. Hurwitz, will be entitled to receive any accrued but unpaid base salary in the event of a termination for any reason.

The employment agreement further provides that, subject to certain exceptions, during his employment, and a period of 12 months following termination or separation, Mr. Hurwitz will not

(i) compete with us or our affiliates, (ii) solicit any of our employees or consultants, (iii) hire any person who was our employee within 180 days of such hire, (iv) solicit any of our customers or suppliers or (v) acquire or attempt to acquire an interest in any business relating to our business with which we have entertained discussions relating to the acquisition of such business by us in the two years immediately preceding his termination or separation.

Mr. Krantzler’s employment agreement provides for severance benefits payable in the event of his termination under certain circumstances, subject to the execution of a general release of claims. If Mr. Krantzler’s employment is terminated without “Cause” (as defined in his employment agreement), Mr. Krantzler will be paid severance in an amount equal to, following the termination date, his annual base salary for the lesser of (i) 12 months or (ii) the sum of three months, plus one month for every full calendar year of his employment (such lesser amount, the “severance period”). Mr. Krantzler will also be eligible to receive, during the severance period, a monthly amount equal to the applicable COBRA premium cost for the level of coverage he had as an active employee. In addition, Mr. Krantzler, will be entitled to receive any accrued but unpaid base salary in the event of a termination for any reason.

The employment agreement further provides that, during his employment and a period of 12 months (or a potentially shorter period in the case of a termination without “Cause”) following termination or separation, Mr. Krantzler will not compete with us or our affiliates. Further, Mr. Krantzler, for a period of 12 months following his termination or separation, will not (i) solicit any of our employees or consultants, (ii) hire any person who was our employee within 180 days of such hire, (iii) solicit any of our customers or suppliers or (iv) acquire or attempt to acquire an interest in any business relating to our business with which we have entertained discussions relating to the acquisition of such business by us in the two years immediately preceding his termination or separation.

Mr. Nelson’s employment agreement provides for severance benefits payable in the event of his termination under certain circumstances, subject to the execution of a general release of claims. If Mr. Nelson’s employment is terminated without “Cause” (as defined in his employment agreement), Mr. Nelson will be paid severance in an amount equal to, following the termination date, his annual base salary for 12 months (the “severance period”). Mr. Nelson will also be eligible to receive, during the severance period, a monthly amount equal to the applicable COBRA premium cost for the level of coverage he had as an active employee. If Mr. Nelson’s employment is terminated without Cause, and Mr. Nelson determines to return permanently to the United States within six months of such termination, he will be paid for business class airfare for himself and his family to return to the United States as well as the reasonable costs of returning their personal effects to the United States. Mr. Nelson will be entitled to receive any accrued but unpaid base salary in the event of a termination for any reason, including an appropriate tax equalization payment with respect to such salary.

The employment agreement further provides that, during his employment and a period of 12 months (or a potentially shorter period in the case of a termination without “Cause”) following termination or separation, Mr. Nelson will not compete with us or our affiliates. Further, Mr. Nelson, for a period of twelve months following his termination or separation, will not (i) solicit any of our employees or consultants, (ii) hire any person who was our employee within 180 days of such hire, (iii) solicit any of our customers or suppliers or (iv) acquire or attempt to acquire an interest in any business relating to our business with which we have entertained discussions relating to the acquisition of such business by us in the two years immediately preceding his termination or separation.

We did not pay our directors any cash compensation for their service on our board of directors in fiscal 2011. In 2011, our directors were not reimbursed for travel and other expenses incurred in connection with attending meetings of the board of directors.

Following completion of this offering, we will pay an annual fee to each non-employee and non-affiliated director in monthly installments of $10,000. Any additional annual fees for committee memberships or chairmanships have yet to be determined. All non-employee and non-affiliated members of the board of directors will be reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors. Following the completion of this offering, the non-employee and non-affiliated directors will be eligible to receive awards under the 2012 Plan as described under “—Long-Term Incentive Plan.”

We expect to grant each of Messrs. Gromek and Johnson a number of stock options upon the consummation of this offering equal in value to $50,000, based on the fair market value of our common stock on the date of grant, which will be the public offering price set forth on the cover of this prospectus. These stock options will become vested in three equal portions on each anniversary of the offering, provided the director is still serving as of the applicable vesting date.

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 5, 2012, and as adjusted to reflect the sale of the shares of common stock by us and the selling stockholders in this offering, for:

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Tumi Holdings, Inc., 1001 Durham Avenue, South Plainfield, New Jersey 07080. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own. We have based our calculation of the percentage of beneficial ownership on 50,619,919 shares of common stock outstanding as of April 5, 2012, and 67,866,667 shares of common stock outstanding after the consummation of this offering and the Reorganization.

Doughty Hanson and non-employee stockholders will be the selling stockholders in this offering. The selling stockholders have elected to sell their shares pro rata to their holdings in this offering (excluding the underwriters’ option to purchase additional shares). If the underwriters exercise their option to purchase additional shares, three non-employee selling stockholders (Messrs. Franklin, Gusman and Melnitsky) have elected to sell up to all of their remaining shares pro rata to their holdings and, if they have sold all of their shares, Doughty Hanson and Atlantic Capital Group, LLC then will sell the balance of shares pro rata to their holdings. There is no written agreement between us and the selling stockholders regarding the allocation of the shares to be sold by us and the selling stockholders or among the selling stockholders.

To the extent the number of shares of common stock to be sold by us in this offering at the actual initial public offering price would result in proceeds to us, net of underwriting discounts and commissions, in excess of $264.1 million (i.e., the uses listed under “Use of Proceeds”), the number of shares to be sold by us would be reduced to the number that would result in our net proceeds equaling $264.1 million, and the number of shares to be sold by the selling stockholders would increase by a corresponding amount. To the extent the number of shares of common stock to be sold by us in this offering at the actual initial public offering price would result in proceeds to us, net of underwriting discounts and commissions, less than $264.1 million (i.e., the uses listed under “Use of Proceeds”), the number of shares to be sold by us would be increased to the number that would result in our net proceeds equaling $264.1 million, and the number of shares to be sold by the selling stockholders would decrease by a corresponding amount. See “Use of Proceeds” for information on and a sensitivity analysis regarding the assumed initial public offering price and the allocation of the offered shares between us and the selling stockholders.


Delaware	3100	04-3799139
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨



Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee(3)
Common stock, par value $0.01 per share	21,596,845	$17.00	$367,146,365	$42,075


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$


	Page
Prospectus Summary		1
Risk Factors		13
Cautionary Note Regarding Forward-Looking Statements		31
Use of Proceeds		32
Dividend Policy		34
Capitalization		35
Dilution		37
Selected Consolidated Financial Data		39
Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Business		62
Management		76
Compensation Discussion and Analysis		81
Principal and Selling Stockholders		98
Certain Relationships and Related Party Transactions		105
Description of Capital Stock		108
Shares Eligible for Future Sale		114
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Common Stock		116
Underwriting		119
Legal Matters		124
Experts		124
Where You Can Find More Information		124
Index to Consolidated Financial Statements		F-1


	As of December 31, 2011
	Actual			As adjusted
	(dollars in thousands)
Cash and cash equivalents(1)(2)	$	32,735		$	31,013

Long-term debt:
Former credit facility (including current portion)(3)	$	64,000		$	—
Amended credit facility(3)		—			64,000

Total long-term debt		64,000			64,000

Mandatorily redeemable preferred stock and preferred equity interests:
Series A preferred stock, $0.01 par value per share: 77,500 shares authorized, 77,500 shares issued and outstanding, actual; no shares authorized or issued and outstanding, as adjusted		77,500			—
Preferred equity interests of Tumi II, LLC		50,000			—
Dividends accrued on mandatorily redeemable preferred stock and preferred equity interests		123,929			—

Total mandatorily redeemable preferred stock and preferred equity interests		251,429			—

Stockholders’ equity:
Common stock, $0.01 par value: 50,619,946 shares authorized and issued, 50,619,919 shares outstanding, actual; 350,000,000 shares authorized, 67,866,667 shares issued and outstanding, as adjusted		506			682	(4)
Preferred stock, $0.01 par value: no shares authorized, issued or outstanding, actual; 75,000,000 shares authorized, no shares issued and outstanding, as adjusted(5)		—			—
Additional paid-in capital		48,987			308,103
Treasury stock, at cost		(174	)		(4,874	)
Accumulated deficit		(29,617	)		(34,638	)
Accumulated other comprehensive income (loss)		(985	)		(985	)

Total stockholders’ equity		18,717			268,288

Total capitalization	$	334,146		$	332,288


Assumed initial public offering price per share				$	16.00
Historical net tangible book value per share as of December 31, 2011	$	(4.16	)
Increase in net tangible book value per share attributable to this offering		4.77

As adjusted net tangible book value per share after giving effect to this offering					0.61

Dilution in net tangible book value per share to investors in this offering				$	15.39


	Shares purchased					Total consideration					Average price per share
	Number		Percent			Amount		Percent			Average price per share
Existing stockholders		49,086,802		72	%	$	51,051,637		15	%	$	1.04
New investors		18,779,865		28			300,477,840		85			16.00

Total		67,866,667		100	%	$	351,529,477		100	%


	2010		2009		% Change
	(dollars in thousands)
Direct-to-Consumer North America	$	106,942	$	82,399		30	%
Direct-to-Consumer International		13,102		13,440		(3	)%
Indirect-to-Consumer North America		62,866		49,607		27	%
Indirect-to-Consumer International		69,893		51,130		37	%

Total	$	252,803	$	196,576		29	%

		September 26,			September 26,			September 26,			September 26,
	For the three months ended
	March 27, 2011			June 26, 2011			September 25, 2011			December 31, 2011
	(In thousands, except per share data)
Net sales	$	65,917		$	78,676		$	78,394		$	106,981
Year over year growth %(1)		39	%		42	%		31	%		19	%
Gross margin		37,138			43,562			44,984			63,330
Selling, general and administrative expenses		27,755			29,978			32,854			37,994
Operating income		9,383			13,584			12,130			25,336
Net (loss) income		(83	)		2,300			1,591			12,784
Basic and diluted weighted average common shares outstanding(2)		50,619,919			50,619,919			50,619,919			50,619,919
Basic and diluted (loss) earnings per common share(2)	$	(0.00	)	$	0.05		$	0.03		$	0.25
Dividend expense on mandatorily redeemable preferred stock and preferred equity interests	$	5,714		$	5,715		$	5,714		$	5,714


	For the years ended December 31,
	2012		2013		2014		2015		2016 and beyond		Total
	(in millions)
Minimum lease payments(1)	$	19.0	$	19.0	$	16.1	$	13.9	$	46.0	$	114.0
Former credit facility(2)		12.0		16.0		36.0		—		—		64.0
Interest payments on former credit facility(3)		1.4		1.1		0.7		—		—		3.2
Mandatorily redeemable preferred stock and preferred equity interests(4)		—		—		331.0		—		—		331.0

Total	$	32.4	$	36.1	$	383.8	$	13.9	$	46.0	$	512.2


Name	Age		Position(s)
Jerome Griffith		54	Chief Executive Officer, President and Director
Michael J. Mardy		63	Chief Financial Officer, Executive Vice President and Director
Alan M. Krantzler		53	Senior Vice President—Brand Management
Steven M. Hurwitz		55	Senior Vice President—Product Development, Manufacturing and Sourcing
Thomas H. Nelson		52	Senior Vice President and Managing Director—Asia Pacific
Denielle M. Wolfe		41	Vice President—Design
Richard P. Hanson		56	Chairman of the Board
Yann M. Duchesne		55	Director*
Joseph R. Gromek		65	Director Nominee
Thomas H. Johnson		62	Director Nominee


	Adjusted EBITDA (dollar amounts in millions)(1)
Threshold	$	58.0
Target	$	62.0
Maximum	$	75.0


Name and Principal Position	Year		Salary ($)		Non-Equity Incentive Plan Compensation ($)(1)		All Other Compensation ($)(2)		Total ($)
Jerome Griffith Chief Executive Officer, President and Director		2011 2010	$	812,000 773,000	$	450,000 425,000	$	21,872 21,872	$	1,283,872 1,219,872

Michael J. Mardy Chief Financial Officer, Executive Vice President and Director		2011 2010		420,000 400,000		240,000 200,000		16,808 16,808		676,808 616,808

Steven M. Hurwitz Senior Vice President—Product Development, Manufacturing and Sourcing		2011 2010		408,000 388,000		165,000 150,000		19,173 19,173		592,173 557,173

Alan M. Krantzler Senior Vice President—Brand Management		2011 2010		385,000 350,000		165,000 140,000		16,193 16,193		566,193 506,193

Thomas H. Nelson Senior Vice President and Managing Director—Asia Pacific		2011 2010		275,000 230,000		110,000 80,000		247,164 142,217		632,164 452,217


Name	Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)
Name	Threshold ($)		Target ($)		Maximum ($)
Jerome Griffith	$	185,714	$	325,000	$	731,250
Michael J. Mardy		120,000		200,000		390,000
Steven M. Hurwitz		80,000		150,000		260,000
Alan M. Krantzler		80,000		150,000		260,000
Thomas H. Nelson		55,000		100,000		178,750


Name	Termination without cause severance ($)(1)		Continued benefits ($)(2)		Total ($)
Jerome Griffith	$	812,000	$	36,876	$	848,876
Michael J. Mardy		420,000		22,236		442,236
Steven M. Hurwitz		408,000		37,680		445,680
Alan M. Krantzler		385,000		15,923		400,923
Thomas H. Nelson		275,000		33,625		308,625


Name of beneficial owner	Shares beneficially owned before this offering(1)					Shares offered		Shares being repurchased in the Reorganization		Shares beneficially owned after this offering and the Reorganization(1)					Shares offered (greenshoe)		Shares beneficially owned after this offering (including greenshoe) and the Reorganization
	Number		%			Shares offered		Shares being repurchased in the Reorganization		Number		%			Shares offered (greenshoe)		Number		%
Executive Officers, Directors and Director Nominees:
Jerome Griffith		1,801,795		3.6	%		—		—		1,801,795		2.7	%		—		1,801,795		2.7	%
Michael J. Mardy		954,559		1.9	%		—		—		954,559		1.4	%		—		954,559		1.4	%
Alan M. Krantzler		41,490		*			—		—		41,490		*			—		41,490		*
Steven M. Hurwitz		209,345		*			—		—		209,345		*			—		209,345		*
Thomas H. Nelson		146,894		*			—		—		146,894		*			—		146,894		*
Richard P. Hanson(2)(3)(4)(5)		42,668,116		84.3	%		1,145,205		312,500		41,210,411		60.7	%		1,100,746		40,109,665		59.1	%
Yann M. Duchesne(4)		—		—			—		—		—		—			—		—		—
Joseph R. Gromek		—		—			—		—		—		—			—		—		—
Thomas H. Johnson		—		—			—		—		—		—			—		—		—
All directors, executive officers and director nominees as a group (10 persons)(3)(4)(5)		45,888,031		90.7	%		1,145,205		312,500		44,430,326		65.5	%		1,100,746		43,329,580		63.8	%
Greater than 5% Stockholders:
Funds affiliated with Doughty Hanson:
Doughty Hanson & Co IV Nominees One Limited(3)		9,134,008