8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 4, 2015 (December 4, 2015)

GENESCO INC.

(Exact Name of Registrant as Specified in Charter)

Tennessee	1-3083	62-0211340
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1415 Murfreesboro Road Nashville, Tennessee	37217-2895
(Address of Principal Executive Offices)	(Zip Code)

(615) 367-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On December 4, 2015, Genesco Inc. issued a press release announcing results of operations for the fiscal third quarter ended October 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On December 4, 2015, Genesco Inc. also posted on its website, www.genesco.com, commentary by its chief financial officer on the quarterly results. A copy of the commentary is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the press release and commentary furnished herewith contain non-GAAP financial measures, including adjusted selling, general and administrative expense, operating earnings, pretax earnings, earnings from continuing operations and earnings per share from continuing operations, as discussed in the text of the release and commentary and as detailed on the reconciliation schedule attached to the press release and commentary. For consistency and ease of comparison with Fiscal 2016’s previously announced earnings expectations and the adjusted results for the prior period announced last year, the Company believes that disclosure of the non-GAAP measures will be useful to investors.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)       Exhibits

The following exhibits are furnished herewith:

Exhibit Number	Description
99.1	Press Release dated December 4, 2015, issued by Genesco Inc.
99.2	Genesco Inc. Third Fiscal Quarter Ended October 31, 2015 Chief Financial Officer’s Commentary

SIGNATURES

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

	GENESCO INC.
Date: December 4, 2015	By:	/s/ Roger G. Sisson
	Name:	Roger G. Sisson
	Title:	Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

No.	Exhibit
99.1	Press Release dated December 4, 2015
99.2	Genesco Inc. Third Fiscal Quarter Ended October 31, 2015 Chief Financial Officer’s Commentary

EX-99.1

Exhibit 99.1

Financial Contact: Mimi E. Vaughn (615) 367-7386

Media Contact:Claire S. McCall (615) 367-8283

GENESCO REPORTS THIRD QUARTER FISCAL 2016 RESULTS

NASHVILLE, Tenn., Dec. 4, 2015 --- Genesco Inc. (NYSE:GCO) today reported earnings from continuing operations for the third quarter ended October 31, 2015, of $32.9 million, or $1.43 per diluted share, compared to earnings from continuing operations of $28.8 million, or $1.21 per diluted share, for the third quarter ended November 1, 2014. Fiscal 2016 third quarter results reflect pretax items of $0.2 million, or $0.00 per diluted share after tax, for network intrusion expenses and asset impairment charges, offset by $0.7 million, or $0.03 per diluted share, from a lower than normal tax rate due to the release of valuation allowances. Fiscal 2015 third quarter results reflect pretax items of $2.0 million, or $0.07 per diluted share after tax, including $1.0 million related to deferred purchase price payments in connection with the acquisition of Schuh Group Limited and $1.0 million in network intrusion expenses and asset impairment charges. They also reflect the favorable resolution of formerly uncertain tax positions taken by Schuh at the time of the acquisition, resulting in the write-off of an indemnification asset of $7.1 million and the reversal of a corresponding FIN 48 provision, with essentially no net after-tax effect on earnings for the third quarter last year.

Adjusted for the items described above in both periods, earnings from continuing operations were $32.2 million, or $1.40 per diluted share, for the third quarter of Fiscal 2016, compared to earnings from continuing operations of $30.3 million, or $1.28 per diluted share, for the third quarter of Fiscal 2015. For consistency with Fiscal 2016's previously announced earnings expectations and with previously reported adjusted results for the prior year period, the Company believes that the disclosure of the results from continuing operations adjusted for these items will be useful to investors. A reconciliation of earnings and earnings per share from continuing operations in accordance with U.S. Generally Accepted Accounting Principles with the adjusted earnings and earnings per share numbers presented in this paragraph is set forth on Schedule B to this press release.

Net sales for the third quarter of Fiscal 2016 increased 7% to $774 million from $723 million in the third quarter of Fiscal 2015. Consolidated third quarter 2016 comparable sales, including same store sales and comparable e-commerce and catalog sales, increased 7%, with a 6% increase in the Journeys Group, a 12% increase in the Lids Sports Group, a 2% increase in the Schuh Group, and a 5% increase in the Johnston & Murphy Group. Comparable sales for the Company reflected a 6% increase in same store sales and a 25% increase in e-commerce sales.

Robert J. Dennis, chairman, president and chief executive officer of Genesco, said, “We are very pleased with the comparable sales increase we delivered in the third quarter. Our results were driven by strong full price selling combined with higher promotional activity in line with our strategy to right size the Lids Sports Group’s inventory levels. The pressure on gross margins from our clearance actions offset some of the earnings upside from our solid top-line performance.

“The fourth quarter started off slowly but accelerated over the Black Friday weekend. Fourth quarter consolidated comparable sales are up 6% through December 1, 2015.

Exhibit 99.1

“Recent comparable sales trends have been volatile and we expect that the retail market will remain promotional through the balance of the Holiday season. Given these factors in combination with the incremental promotional activity we now plan at Lids Sports Group through the fourth quarter to conclude its inventory reduction initiative and to position it for the freshest possible start to the next fiscal year, we are revising our full year outlook. We now expect adjusted diluted earnings per share to be in the range of $4.50 to $4.60, compared to our previously issued guidance of $4.70 to $4.80. Consistent with previous guidance, these expectations do not include expected non-cash asset impairments and other charges, estimated in the range of $6.1 million to $6.6 million pretax, or $0.17 to $0.18 per share after tax, for the full fiscal year. These expectations also do not reflect expenses related to Schuh deferred purchase price payments as described above, which are $1.5 million, or $0.06 per diluted share, for the full year. This guidance now assumes comparable sales increases in the 5% to 6% range for the full year." A reconciliation of the adjusted financial measures cited in the guidance to their corresponding measures as reported pursuant to U.S. Generally Accepted Accounting Principles is included in Schedule B to this press release.

Dennis concluded, “While we are disappointed with our reduced outlook, we believe that the steps we are taking now will allow the Company to realize greater earnings power next year and beyond.”

Conference Call and Management Commentary

The Company has posted detailed financial commentary in writing on its website, www.genesco.com, in the investor relations section. The Company's live conference call on December 4, 2015 at 7:30 a.m. (Central time), may be accessed through the Company's internet website, www.genesco.com. To listen live, please go to the website at least 15 minutes early to register, download and install any necessary software.

Cautionary Note Concerning Forward-Looking Statements

This release contains forward-looking statements, including those regarding the performance outlook for the Company and its individual businesses (including, without limitation, sales, expenses, margins and earnings) and all other statements not addressing solely historical facts or present conditions. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include adjustments to estimates reflected in forward-looking statements, including our ability to right size inventory levels in the Lids Sports Group; the timing and amount of non-cash asset impairments related to retail store fixed assets or to intangible assets of acquired businesses; the effectiveness of the Company’s omnichannel initiatives; weakness in the consumer economy and retail industry; competition in the Company's markets; inability of customers to obtain credit; fashion trends that affect the sales or product margins of the Company's retail product offerings; changes in buying patterns by significant wholesale customers; bankruptcies or deterioration in financial condition of significant wholesale customers; disruptions in product supply or distribution; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, and other factors affecting the cost of products; the Company's ability to continue to complete and integrate acquisitions, expand its business and diversify its product base; changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons; and the performance of athletic teams, the participants in major sporting events such as the Super Bowl and World Series, developments with respect to certain individual athletes, and other sports-related events or changes that may affect period-to-period comparisons in the Company’s Lids Sports Group retail business. Additional factors that could affect the Company's prospects and cause differences from expectations include the ability to build, open, staff and support additional retail stores and to renew leases in existing stores and control occupancy costs, and to

Exhibit 99.1

conduct required remodeling or refurbishment on schedule and at expected expense levels; deterioration in the performance of individual businesses or of the Company's market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences; unexpected changes to the market for the Company's shares; variations from expected pension-related charges caused by conditions in the financial markets; and the cost and outcome of litigation, investigations and environmental matters involving the Company. Additional factors are cited in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of, and elsewhere in, our SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via our website, www.genesco.com. Many of the factors that will determine the outcome of the subject matter of this release are beyond Genesco's ability to control or predict. Genesco undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.

About Genesco Inc.

Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear, sports apparel and accessories in more than 2,800 retail stores and leased departments throughout the U.S., Canada, the United Kingdom, the Republic of Ireland and Germany, principally under the names Journeys, Journeys Kidz, Shi by Journeys, Schuh, Schuh Kids, Lids, Locker Room by Lids, Lids Clubhouse, Johnston & Murphy, and on internet websites www.journeys.com, www.journeyskidz.com, www.shibyjourneys.com, www.schuh.co.uk, www.johnstonmurphy.com, www.lids.com, www.lids.ca, www.lidslockerroom.com, www.lidsteamsports.com, www.lidsclubhouse.com, www.trask.com, www.suregripfootwear.com and www.dockersshoes.com. The Company's Lids Sports Group division operates the Lids headwear stores, the Locker Room by Lids and other team sports fan shops and single team clubhouse stores, and the Lids Team Sports team dealer business. In addition, Genesco sells wholesale footwear under its Johnston & Murphy brand, the Trask brand, the licensed Dockers brand, SureGrip, and other brands. For more information on Genesco and its operating divisions, please visit www.genesco.com.

Exhibit 99.1

GENESCO INC.
Consolidated Earnings Summary
	Three Months Ended						Nine Months Ended
	October 31,			November 1,			October 31,			November 1,
In Thousands	2015			2014			2015			2014
Net sales	$	773,898		$	722,915		$	2,090,020		$	1,967,214
Cost of sales	400,012			364,426			1,069,710			991,036
Selling and administrative expenses*	321,685			310,893			935,540			894,469
Asset impairments and other, net	151			1,036			3,970			1,347
Earnings from operations	52,050			46,560			80,800			80,362
Indemnification asset write-off	—			7,050			—			7,050
Interest expense, net	1,330			891			2,903			2,374
Earnings from continuing operations
before income taxes	50,720			38,619			77,897			70,938
Income tax expense	17,865			9,869			27,504			23,322
Earnings from continuing operations	32,855			28,750			50,393			47,616
Provision for discontinued operations	(348		)	(88		)	(488		)	(287		)
Net Earnings	$	32,507		$	28,662		$	49,905		$	47,329

*Includes $0.0 million and $1.5 million, respectively, in deferred payments related to the Schuh acquisition for the third quarter and first nine months ended October 31, 2015, respectively, and $1.0 million and $6.3 million for the third quarter and first nine months ended November 1, 2014, respectively.

Earnings Per Share Information
	Three Months Ended				Nine Months Ended
	October 31,		November 1,		October 31,		November 1,
In Thousands (except per share amounts)	2015		2014		2015		2014
Average common shares - Basic EPS	22,834		23,602		23,308		23,489
Basic earnings per share:
From continuing operations	$	1.44	$	1.22	$	2.16	$	2.03
Net earnings	$	1.42	$	1.21	$	2.14	$	2.01
Average common and common
equivalent shares - Diluted EPS	22,917		23,760		23,436		23,691
Diluted earnings per share:
From continuing operations	$	1.43	$	1.21	$	2.15	$	2.01
Net earnings	$	1.42	$	1.21	$	2.13	$	2.00

Exhibit 99.1

GENESCO INC.
Consolidated Earnings Summary
	Three Months Ended						Nine Months Ended
	October 31,			November 1,			October 31,			November 1,
In Thousands	2015			2014			2015			2014
Sales:
Journeys Group	$	321,996		$	303,781		$	847,805		$	802,742
Schuh Group	101,644			101,959			283,410			283,005
Lids Sports Group	246,967			220,038			675,514			608,621
Johnston & Murphy Group	70,416			65,965			197,600			184,357
Licensed Brands	32,599			30,981			85,118			87,735
Corporate and Other	276			191			573			754
Net Sales	$	773,898		$	722,915		$	2,090,020		$	1,967,214
Operating Income (Loss):
Journeys Group	$	38,944		$	35,047		$	72,594		$	61,544
Schuh Group (1)	8,649			3,949			10,880			(1,389		)
Lids Sports Group	4,704			8,606			6,900			25,217
Johnston & Murphy Group	4,637			4,505			9,460			8,577
Licensed Brands	3,345			3,082			7,526			8,476
Corporate and Other (2)	(8,229		)	(8,629		)	(26,560		)	(22,063		)
Earnings from operations	52,050			46,560			80,800			80,362
Indemnification asset write-off	—			7,050			—			7,050
Interest, net	1,330			891			2,903			2,374
Earnings from continuing operations
before income taxes	50,720			38,619			77,897			70,938
Income tax expense	17,865			9,869			27,504			23,322
Earnings from continuing operations	32,855			28,750			50,393			47,616
Provision for discontinued operations	(348		)	(88		)	(488		)	(287		)
Net Earnings	$	32,507		$	28,662		$	49,905		$	47,329

(1)Includes $0.0 million and $1.5 million, respectively, in deferred payments related to the Schuh acquisition for the third quarter and first nine months ended October 31, 2015, respectively, and $1.0 million and $6.3 million for the third quarter and first nine months ended November 1, 2014, respectively.

(2)Includes a $0.2 million charge in the third quarter of Fiscal 2016 which includes $0.1 million for asset impairments and 0.1 million for network intrusion expenses. Includes a $4.0 million charge for the first nine months of Fiscal 2016 which includes $2.1 million for network intrusion expenses, $1.8 million for asset impairments and $0.1 million for other legal matters. Includes a $1.0 million charge in the third quarter of Fiscal 2015 which includes $0.6 million for network intrusion expenses and $0.4 million for asset impairments. Includes a $1.3 million charge for the first nine months of Fiscal 2015 which includes $2.4 million for network intrusion expenses, $1.6 million for asset impairments and $0.6 million for other legal matters, partially offset by a $3.3 million gain on a lease termination.

Exhibit 99.1

GENESCO INC.
Consolidated Balance Sheet
	October 31,		November 1,
In Thousands	2015		2014
Assets
Cash and cash equivalents	$	28,148	$	38,026
Accounts receivable	82,136		71,796
Inventories	779,895		737,577
Other current assets	96,912		83,653
Total current assets	987,091		931,052
Property and equipment	322,069		314,664
Goodwill and other intangibles	390,733		402,089
Other non-current assets	43,811		21,440
Total Assets	$	1,743,704	$	1,669,245
Liabilities and Equity
Accounts payable	$	270,951	$	248,782
Current portion long-term debt	15,437		35,347
Other current liabilities	148,220		200,593
Total current liabilities	434,608		484,722
Long-term debt	199,691		79,688
Pension liability	21,441		8,597
Deferred rent and other long-term liabilities	157,601		125,580
Equity	930,363		970,658
Total Liabilities and Equity	$	1,743,704	$	1,669,245

Exhibit 99.1

GENESCO INC.
Retail Units Operated - Nine Months Ended October 31, 2015
	Balance	Acqui-			Balance			Balance
	2/1/2014	sitions	Open	Close	1/31/2015	Open	Close	10/31/2015
Journeys Group	1,168	—	34	20	1,182	20	23	1,179
Journeys	827	—	16	9	834	9	5	838
Underground by Journeys	117	—	—	7	110	—	10	100
Journeys Kidz	174	—	18	3	189	11	5	195
Shi by Journeys	50	—	—	1	49	—	3	46
Schuh Group	99	—	13	4	108	9	—	117
Schuh UK	90	—	12	4	98	8	—	106
Schuh Germany	—	—	—	—	—	1	—	1
Schuh ROI	9	—	1	—	10	—	—	10
Lids Sports Group*	1,133	56	218	43	1,364	24	41	1,347
Johnston & Murphy Group	168	—	8	6	170	7	3	174
Shops	106	—	3	4	105	3	3	105
Factory Outlets	62	—	5	2	65	4	—	69
Total Retail Units	2,568	56	273	73	2,824	60	67	2,817

Retail Units Operated - Three Months Ended October 31, 2015
	Balance	Acqui-			Balance
	8/1/2015	sitions	Open	Close	10/31/2015
Journeys Group	1,171	—	11	3	1,179
Journeys	834	—	5	1	838
Underground by Journeys	102	—	—	2	100
Journeys Kidz	189	—	6	—	195
Shi by Journeys	46	—	—	—	46
Schuh Group	113	—	4	—	117
Schuh UK	102	—	4	—	106
Schuh Germany	1	—	—	—	1
Schuh ROI	10	—	—	—	10
Lids Sports Group*	1,344	—	15	12	1,347
Johnston & Murphy Group	172	—	3	1	174
Shops	104	—	2	1	105
Factory Outlets	68	—	1	—	69
Total Retail Units	2,800	—	33	16	2,817

*Includes 187 Locker Room by Lids in Macy's stores as of October 31, 2015.

Exhibit 99.1

Comparable Sales (including same store and comparable direct sales)
	Three Months Ended				Nine Months Ended
	October 31,		November 1,		October 31,		November 1,
	2015		2014		2015		2014
Journeys Group	6	%	6	%	5	%	4	%
Schuh Group	2	%	—	%	5	%	—	%
Lids Sports Group	12	%	1	%	8	%	—	%
Johnston & Murphy Group	5	%	—	%	6	%	—	%
Total Comparable Sales	7	%	3	%	6	%	2	%

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Three Months Ended October 31, 2015 and November 1, 2014
	Three			Impact on			Three			Impact on
	Months			Diluted			Months			Diluted
In Thousands (except per share amounts)	Oct 2015			EPS			Oct 2014			EPS
Earnings from continuing operations, as reported	$	32,855		$	1.43		$	28,750		$	1.21
Adjustments: (1)
Impairment charges	48			—			244			0.01
Deferred payment - Schuh acquisition	—			—			1,017			0.04
Indemnification asset write-off	—			—			7,050			0.3
Other legal matters	—			—			38			—
Network intrusion expenses	39			—			388			0.02
Higher (lower) effective tax rate	(749		)	(0.03		)	(7,185		)	(0.30		)
Adjusted earnings from continuing operations (2)	$	32,193		$	1.40		$	30,302		$	1.28

(1) All adjustments are net of tax where applicable. The tax rate for the third quarter of Fiscal 2016 is 36.7% excluding a FIN 48 discrete item of less than $0.1 million. The tax rate for the third quarter of Fiscal 2015 is 36.4% excluding a FIN 48 discrete item of less than $0.1 million.

(2) EPS reflects 22.9 million and 23.8 million share count for Fiscal 2016 and 2015, respectively, which includes common stock equivalents in both years.

The Company believes that disclosure of earnings and earnings per share from continuing operations adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results.

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Operating Income
Three Months Ended October 31, 2015 and November 1, 2014
	Three Months Ended October 31, 2015
	Operating					Adj Operating
In Thousands	Income			Other Adj		Income
Journeys Group	$	38,944		$	—	$	38,944
Schuh Group	8,649			—		8,649
Lids Sports Group	4,704			—		4,704
Johnston & Murphy Group	4,637			—		4,637
Licensed Brands	3,345			—		3,345
Corporate and Other	(8,229		)	151		(8,078		)
Total Operating Income	$	52,050		$	151	$	52,201

	Three Months Ended November 1, 2014
	Operating					Adj Operating
In Thousands	Income			Other Adj		Income
Journeys Group	$	35,047		$	—	$	35,047
Schuh Group*	3,949			1,017		4,966
Lids Sports Group	8,606			—		8,606
Johnston & Murphy Group	4,505			—		4,505
Licensed Brands	3,082			—		3,082
Corporate and Other	(8,629		)	1,036		(7,593		)
Total Operating Income	$	46,560		$	2,053	$	48,613

*Schuh Group adjustments include $1.0 million in deferred purchase price payments.

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Nine Months Ended October 31, 2015 and November 1, 2014
	Nine			Impact on			Nine			Impact on
	Months			Diluted			Months			Diluted
In Thousands (except per share amounts)	Oct 2015			EPS			Oct 2014			EPS
Earnings from continuing operations, as reported	$	50,393		$	2.15		$	47,616		$	2.01
Adjustments: (1)
Impairment charges	1,129			0.05			1,023			0.04
Deferred payment - Schuh acquisition	1,490			0.06			6,346			0.27
Gain on lease termination	—			—			(2,104		)	(0.09		)
Indemnification asset write-off	—			—			7,050			0.30
Change in accounting for bonus awards	—			—			3,575			0.15
Other legal matters	75			—			437			0.02
Network intrusion expenses	1,316			0.06			1,509			0.06
Higher (lower) effective tax rate	(1,561		)	(0.07		)	(7,838		)	(0.33		)
Adjusted earnings from continuing operations (2)	$	52,842		$	2.25		$	57,614		$	2.43

(1) All adjustments are net of tax where applicable. The tax rate for the first nine months of Fiscal 2016 is 36.5% excluding a FIN 48 discrete item of less than $0.1 million. The tax rate for the first nine months of Fiscal 2015 is 36.9% excluding a FIN 48 discrete item of $0.1 million.

(2) EPS reflects 23.4 million and 23.7 million share count for Fiscal 2016 and 2015, respectively, which includes common stock equivalents in both years.

The Company believes that disclosure of earnings and earnings per share from continuing operations adjusted for the items not reflected in the previously announced expectations will be meaningful to investors, especially in light of the impact of such items on the results.

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Operating Income
Nine Months Ended October 31, 2015 and November 1, 2014
	Nine Months Ended October 31, 2015
	Operating					Adj Operating
In Thousands	Income			Other Adj		Income
Journeys Group	$	72,594		$	—	$	72,594
Schuh Group*	10,880			1,490		12,370
Lids Sports Group	6,900			—		6,900
Johnston & Murphy Group	9,460			—		9,460
Licensed Brands	7,526			—		7,526
Corporate and Other	(26,560		)	3,970		(22,590		)
Total Operating Income	$	80,800		$	5,460	$	86,260

*Schuh Group adjustments include $1.5 million in deferred purchase price payments.

	Nine Months Ended November 1, 2014
	Operating			Bonus Adj		Adj Operating
In Thousands	Income			and Other		Income
Journeys Group	$	61,544		$	4,919	$	66,463
Schuh Group*	(1,389		)	6,346		4,957
Lids Sports Group	25,217			—		25,217
Johnston & Murphy Group	8,577			25		8,602
Licensed Brands	8,476			—		8,476
Corporate and Other	(22,063		)	2,082		(19,981		)
Total Operating Income	$	80,362		$	13,372	$	93,734

*Schuh Group adjustments include $6.3 million in deferred purchase price payments.

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fiscal Year Ending January 30, 2016
In Thousands (except per share amounts)	High Guidance				Low Guidance
	Fiscal 2016				Fiscal 2016
Forecasted earnings from continuing operations	$	100,385	$	4.37	$	97,890	$	4.26
Adjustments: (1)
Asset impairment and other charges	3,832		0.17		4,148		0.18
Deferred payment - Schuh acquisition	1,490		0.06		1,490		0.06
Adjusted forecasted earnings from continuing operations (2)	$	105,707	$	4.60	$	103,528	$	4.50

(1) All adjustments are net of tax where applicable. The forecasted tax rate for Fiscal 2016 is approximately 36.8% excluding a FIN 48 discrete item of $0.1 million.

(2) EPS reflects 23.0 million share count for Fiscal 2016 which includes common stock equivalents.

This reconciliation reflects estimates and current expectations of future results. Actual results may vary materially from these expectations and estimates, for reasons including those included in the discussion of forward-looking statements elsewhere in this release. The Company disclaims any obligation to update such expectations and estimates.

EX-99.2

Exhibit 99.2

GENESCO INC.

CHIEF FINANCIAL OFFICER’S COMMENTARY

FISCAL YEAR 2016

THIRD QUARTER ENDED OCTOBER 31, 2015

Consolidated Results

Third Quarter

Sales

Third quarter net sales increased 7% to $774 million in Fiscal 2016 from $723 million in Fiscal 2015. Comparable sales for Genesco and each of its business segments, including both same store sales and comparable sales from the Company’s direct (e-commerce and catalog) businesses for the quarter, were as follows:

Comparable Sales
	3rd Qtr	3rd Qtr
Same Store Sales:	FY16	FY15
Journeys Group	6%	6%
Schuh Group	1%	(2)%
Lids Sports Group	9%	1%
Johnston & Murphy Group	3%	1%
Total Genesco	6%	3%
	3rd Qtr	3rd Qtr
Comparable Direct Sales:	FY16	FY15
Journeys Group	17%	22%
Schuh Group	7%	16%
Lids Sports Group	52%	3%
Johnston & Murphy Group	17%	(6)%
Total Genesco	25%	9%
	3rd Qtr	3rd Qtr
Same Store and Comparable Direct Sales:	FY16	FY15
Journeys Group	6%	6%
Schuh Group	2%	0%
Lids Sports Group	12%	1%
Johnston & Murphy Group	5%	0%
Total Genesco	7%	3%

Through December 1, 2015, combined comparable sales for the 4^th quarter increased 6%; same store sales increased 4% and direct sales increased 25% on a comparable basis.

Gross Margin

Third quarter gross margin was 48.3% this year compared with 49.6% last year, primarily reflecting lower gross margins in Lids Sports Group and to a lesser extent in Johnston & Murphy Group.

Exhibit 99.2

SG&A

Selling and administrative expenses for the third quarter this year were 41.6% compared to 43.0% of sales last year. Last year, expenses in the quarter included $1.0 million, or $0.04 per diluted share, of deferred purchase price. As we have discussed before, because of the retention feature, U.S. GAAP requires deferred purchase price payments to be expensed as compensation. A deferred purchase price cash payment of £15 million was paid in June 2014 and the final deferred purchase price cash payment of £10 million was paid in June 2015. As a result, there was no deferred purchase price expense in the third quarter this year. Excluding the deferred purchase price expense from last year, SG&A as a percent of sales decreased to 41.6% from 42.9% last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Also included in last year’s third quarter SG&A expense, but not eliminated from the adjusted expense, is $4.2 million, or $0.14 per diluted share, related to a contingent bonus payment provided for in the Schuh acquisition. The purchase agreement called for a total payment of up to £28 million including payroll taxes to Schuh employees payable in Fiscal 2016 if they achieved certain earnings targets above the planned earnings on which we based our acquisition valuation. The final contingent bonus accrual was made in the fourth quarter of Fiscal 2015 and there will be no P&L expense related to it in the current year. We did pay out the total long-term incentive earned in full during the second quarter this year, given Schuh’s outperformance to expectations during the measurement period.

Asset Impairment and Other Items

The asset impairment and other charge of $0.2 million for the third quarter of Fiscal 2016 included asset impairments of $0.1 million and network intrusion expenses of $0.1 million. Last year’s third quarter asset impairment and other charge of $1.0 million included network intrusion expenses of $0.6 million and asset impairments of $0.4 million. The asset impairment and other charge and the deferred purchase price expense are collectively referred to as “Excluded Items” in the discussion below.

Operating Income

Genesco’s operating income for the third quarter was $52.1 million this year compared with $46.6 million last year. Adjusted for the Excluded Items in both periods, operating income was $52.2 million for the third quarter this year versus $48.6 million last year. Adjusted operating margin was 6.7% of sales in the third quarter this year and 6.7% last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Interest Expense

Net interest expense for the quarter was $1.3 million, compared with $0.9 million for the same period last year. Net interest expense increased 49.3% in the third quarter this year resulting from increased revolver borrowings in the third quarter this year compared to last year.

Pretax Earnings

Pretax earnings for the quarter were $50.7 million this year and $38.6 million last year. Included in last year’s pretax earnings is an indemnification asset write-off of $7.1 million related to formerly uncertain tax positions that were taken by Schuh at the time of the purchase by Genesco, which were favorably resolved during the third quarter last year. (The favorable resolution also resulted in the reversal of a corresponding FIN 48 provision, discussed below, under the heading “Taxes.”) Adjusted for the Excluded Items in both

Exhibit 99.2

years and for the indemnification asset write-off last year, pretax earnings for the quarter were $50.9 million this year compared to $47.7 million last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Taxes

The effective tax rate for the quarter was 35.2% this year compared to 25.6% last year. The adjusted tax rate, reflecting the exclusion of the Excluded Items, the release of valuation allowances this year and the reversal of the FIN 48 provision last year related to the uncertain tax positions of Schuh covered by the indemnification asset discussed above, was 36.7% this year compared to 36.5% last year.

Earnings From Continuing Operations After Taxes

Earnings from continuing operations were $32.9 million, or $1.43 per diluted share, in the third quarter this year, compared to earnings of $28.8 million, or $1.21 per diluted share, in the third quarter last year. Adjusted for the Excluded Items in both periods, the release of valuation allowances this year and the indemnification asset write-off last year, third quarter earnings from continuing operations were $32.2 million, or $1.40 per diluted share this year, compared with $30.3 million, or $1.28 per diluted share, last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Segment Results

Lids Sports Group

Lids Sports Group’s sales for the third quarter increased 12.2% to $247 million from $220 million last year.

Comparable sales, including both same store and comparable direct sales, increased 12% this year compared to 1% last year. Same store sales for the quarter increased 9% this year compared to 1% last year. Comparable direct sales increased 52% compared to 3% last year. Through December 1, 2015, combined comparable sales for the 4^th quarter increased 8%; same store sales increased 4%; and e-commerce sales increased 54%.

The Group’s gross margin as a percent of sales decreased 490 basis points due primarily to increased promotional activity, changes in sales mix and increased shipping and warehouse expense. SG&A expense as a percent of sales decreased 290 basis points, due primarily to positive leverage from positive comparable sales with a decrease in occupancy expense and selling salaries as a percentage of net sales.

The Group’s operating income for the third quarter was $4.7 million, or 1.9% of sales, down from $8.6 million, or 3.9% of sales, last year.

Journeys Group

Journeys Group’s sales for the quarter increased 6.0% to $322 million from $304 million last year.

Combined comparable sales increased 6% both this year last year. Same store sales for the Group were up 6% this year and last year; comparable direct sales increased 17% this year and 22% last year. Through December 1, 2015, combined comparable sales for the 4^th quarter increased 8%; same store sales increased 6%; and comparable direct sales increased 27%.

Exhibit 99.2

Gross margin for the Journeys Group increased 80 basis points. The increase was primarily due to changes in sales mix and decreased markdowns, slightly offset by increased shipping and warehouse expenses.

The Journeys Group’s SG&A expense increased 30 basis points as a percent of sales for the third quarter, reflecting increased store related expenses, primarily increases in advertising and selling salaries, and increased bonus compensation.

The Journeys Group’s operating income for the quarter was $38.9 million, or 12.1% of sales, compared to $35.0 million, or 11.5% of sales, last year.

Schuh Group

Schuh Group’s sales in the third quarter were $102 million, flat with last year. Total comparable sales increased 2% this year and were flat last year. Same store sales on a constant dollar basis increased 1% in the quarter compared to a 2% decrease last year; direct sales increased 7% compared to 16% last year. Schuh Group sales were flat in the third quarter this year, despite a 2% increase in comparable sales, due to a $7.0 million decrease in sales resulting from declines in exchange rates in the third quarter this year compared to the same period last year. Through December 1, 2015, total comparable sales for the 4^th quarter decreased 3%; same store sales decreased 5%; and comparable direct sales increased 7%.

Schuh Group’s gross margin was flat for third quarter this year compared to the same period last year. Schuh Group’s adjusted SG&A expense decreased 370 basis points due primarily to not having a contingent bonus accrual in the third quarter this year compared to a $4.2 million expense for the same period last year.

Schuh Group’s adjusted operating income for the quarter was $8.6 million, or 8.5% of sales compared with $5.0 million, or 4.9% of sales last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Johnston & Murphy Group

Johnston & Murphy Group’s third quarter sales increased 6.7%, to $70 million, compared to $66 million in the third quarter last year.

Johnston & Murphy wholesale sales increased 11% for the quarter. Combined comparable sales increased 5% and were flat last year. Same store sales increased 3% this year compared to 1% last year; direct sales increased 17% compared to a decrease of 6% last year. Through December 1, 2015, combined comparable sales for the 4^th quarter increased 7%; same store sales increased 5%; and e-commerce and catalog sales increased 16%.

Johnston & Murphy’s gross margin for the Group decreased 140 basis points in the quarter primarily due to lower initial margins resulting from product and channel mix shifts. SG&A expense as a percent of sales decreased 120 basis points, due primarily to decreased advertising and leverage from growth in the wholesale business.

The Group’s operating income was $4.6 million or 6.6% of sales, compared to $4.5 million, or 6.8% of sales last year.

Exhibit 99.2

Licensed Brands

Licensed Brands’ sales increased 5.2% to $33 million in the third quarter this year, compared to $31 million in the third quarter last year. Gross margin was down 10 basis points and SG&A expense was down 30 basis points due to decreased license expense, partially offset by start-up costs related to the launch of the Bass Footwear License.

Operating income for the quarter was $3.3 million or 10.3% of sales, compared with $3.1 million, or 9.9% of sales, last year.

Corporate

Corporate expenses were $8.2 million or 1.1% of sales, compared with $8.6 million or 1.2% of sales last year. Adjusted for the applicable Excluded Items, corporate expenses were $8.1 million this year compared to $7.6 million last year, primarily due to a reversal of bonus expense in the third quarter last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is posted on the Company’s website in conjunction with this document.

Balance Sheet

Cash

Cash at the end of the third quarter was $28 million compared with $38 million last year. We ended the quarter with $66 million in U.K. debt, compared with $53 million in U.K. debt last year. There were $149 million in US revolver borrowings for the third quarter this year compared to $62 million for the third quarter last year.

We repurchased 1,708,000 shares during the third quarter this year for a cost of $101.5 million at an average price of $59.45. We currently have $21 million remaining in the most recent buyback authorization.

Inventory

Inventories increased 6% in the third quarter on a year-over-year basis. Retail inventory per square foot increased 4%.

Equity

Equity was $930 million at quarter-end, compared with $971 million last year.

Exhibit 99.2

Capital Expenditures and Store Count

For the third quarter, capital expenditures were $32 million and depreciation and amortization was $19 million. During the quarter, we opened 33 new stores and closed 16 stores. Excluding Locker Room by Lids in Macy’s stores, we ended the quarter with 2,630 stores compared with 2,647 stores at the end of the third quarter last year, or a decrease of 1%. Square footage increased 1% on a year-over-year basis, including the Macy’s locations and 1% excluding them. The store count as of November 28, 2015 included:

Lids stores (including 113 stores in Canada)	927
Lids Locker Room Stores (including 39 stores in Canada)	203
Lids Clubhouse stores	30
Journeys stores (including 35 stores in Canada)	838
Journeys Kidz stores	195
Shï by Journeys stores	46
Underground by Journeys stores	100
Schuh Stores	117
Johnston & Murphy Stores and Factory stores (including 7 stores in Canada)	174
Total Stores	2,630
Locker Room by Lids in Macy’s stores	187
Total Stores and Macy’s Locations	2,817

For Fiscal 2016, we are forecasting capital expenditures in the range of $110 to $120 million and depreciation and amortization of about $76 million. Projected square footage growth is expected to be approximately 2% for Fiscal 2016. Our current store openings and closing plans by chain are as follows:

	Actual	Projected	Projected	Projected	Projected
	Jan 2015	New	Conversions	Closings	Jan 2016
Journeys Group	1,182	32		(27)	1,187
Journeys stores (U.S.)	799	12		(7)	804
Journeys stores (Canada)	35	4		0	39
Journeys Kidz stores	189	16		(5)	200
Shï by Journeys	49	0		(3)	46
Underground by Journeys	110	0		(12)	98
Johnston & Murphy Group	170	8		(5)	173
Schuh Group	108	17		(3)	122
Lids Sports Group	1,364	27	0	(42)	1,349
Lids hat stores (U.S.)	815	15	2	(17)	815
Lids hat stores (Canada)	117	2	(1)	(4)	114
Lids Locker Room, Locker     Room by Lids in Macy’s     stores & Lids Clubhouse	432	10	(1)	(21)	420
Total Stores	2,824	84	0	(77)	2,831

Exhibit 99.2

Comparable Sales Assumptions in Fiscal 2016 Guidance

Our guidance for Fiscal 2016 assumes comparable sales (including both same store sales and comparable direct sales) for each retail segment by quarter as follows:

Actual			Actual
	Q1	Q2	Q3	Q4	FY16
Journeys Group	5%	4%	6%	5 - 6%	5 - 6%
Lids Sports Group	3%	8%	12%	3 - 4%	6 - 7%
Schuh Group	4%	8%	2%	(1) - (2)%	2 - 3%
Johnston & Murphy Group	3%	10%	5%	3 - 4%	4 - 5%
Total Genesco	4%	7%	7%	3 - 4%	5 - 6%

Cautionary Note Concerning Forward-Looking Statements

This presentation contains forward-looking statements, including those regarding the performance outlook for the Company and its individual businesses (including, without limitation, sales, expenses, margins and earnings) and all other statements not addressing solely historical facts or present conditions. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include adjustments to estimates reflected in forward-looking statements, including our ability to right size inventory levels in the Lids Sports Group; the timing and amount of non-cash asset impairments related to retail store fixed assets or to intangible assets of acquired businesses; the effectiveness of the Company’s omnichannel initiatives; weakness in the consumer economy and retail industry; competition in the Company's markets; inability of customers to obtain credit; fashion trends that affect the sales or product margins of the Company's retail product offerings; changes in buying patterns by significant wholesale customers; bankruptcies or deterioration in financial condition of significant wholesale customers; disruptions in product supply or distribution; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, and other factors affecting the cost of products; the Company's ability to continue to complete and integrate acquisitions, expand its business and diversify its product base; changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons; and the performance of athletic teams, the participants in major sporting events such as the Super Bowl and World Series, developments with respect to certain individual athletes, and other sports-related events or changes that may affect period-to-period comparisons in the Company’s Lids Sports Group retail business. Additional factors that could affect the Company's prospects and cause differences from expectations include the ability to build, open, staff and support additional retail stores and to renew leases in existing stores and control occupancy costs, and to conduct required remodeling or refurbishment on schedule and at expected expense levels; deterioration in the performance of individual businesses or of the Company's market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences; unexpected changes to the market for the Company's shares; variations from expected pension-related charges caused by conditions in the financial markets; and the cost and outcome of litigation, investigations and environmental matters involving the Company. Additional factors are cited in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of, and elsewhere in, our SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via

Exhibit 99.2

our website, www.genesco.com. Many of the factors that will determine the outcome of the subject matter of this presentation are beyond Genesco's ability to control or predict. Genesco undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.