Equity

Non-Redeemable Preferred Stock



	Shares Authorized		Number of Shares			Amounts in Thousands									Common Convertible Ratio		No. of Votes per share
Class (In order of preference)*	Shares Authorized		2016	2015	2014	2016			2015			2014			Common Convertible Ratio		No. of Votes per share
Subordinated Serial Preferred (Cumulative)
Aggregate	3,000,000	**	—	—	—	—			—			—			N/A		N/A
$2.30 Series 1	64,368		—	—	—	$	—		$	—		$	—		.83		1
$4.75 Series 3	40,449		—	—	—	—			—			—			2.11		2
$4.75 Series 4	53,764		—	—	—	—			—			—			1.52		1
Series 6	800,000		—	—	—	—			—			—					100
$1.50 Subordinated Cumulative Preferred	5,000,000		—	—	—	—			—			—					1
			—	—	—	—			—			—
Employees’ Subordinated Convertible Preferred	5,000,000		38,196	44,836	46,069	1,146			1,345			1,382			1.00	***	1
Stated Value of Issued Shares						1,146			1,345			1,382
Employees’ Preferred Stock Purchase Accounts						(69		)	(71		)	(77		)
Total Non-Redeemable Preferred Stock						$	1,077		$	1,274		$	1,305

* In order of preference for liquidation and dividends.

** The Company's charter permits the Board of Directors to issue Subordinated Serial Preferred

Stock in as many series, each with as many shares and such rights and preferences as the

board my designate.

*** Also convertible into one share of $1.50 Subordinated Cumulative Preferred Stock.

Note 8

Equity, Continued

Preferred Stock Transactions



In thousands	Non-Redeemable Preferred Stock			Non-Redeemable Employees’ Preferred Stock			Employees’ Preferred Stock Purchase Accounts			Total Non-Redeemable Preferred Stock
Balance February 2, 2013	$	2,615		$	1,405		$	(96	)	$	3,924
Preferred stock redemptions	(1,462		)	—			—			(1,462		)
Other stock conversions	(1,153		)	(23		)	19			(1,157		)
Balance February 1, 2014	—			1,382			(77		)	1,305
Other stock conversions	—			(37		)	6			(31		)
Balance January 31, 2015	—			1,345			(71		)	1,274
Other stock conversions	—			(199		)	2			(197		)
Balance January 30, 2016	$	—		$	1,146		(69		)	$	1,077

Subordinated Serial Preferred Stock (Cumulative):

The Company issued a notice of mandatory redemption effective April 30, 2013, to its holders of Subordinated Serial Preferred Stock $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4 during the first quarter of Fiscal 2014. The Series 1 preferred stock was redeemed at $40 per share plus accumulated dividends. During Fiscal 2014, 13,713 shares of Series 1 preferred stock were converted to common stock and 2,490 shares of Series 1 preferred stock were redeemed. The Series 3 and 4 preferred stocks were redeemed at $100 per share plus accumulated dividends. During Fiscal 2014, 6,046 shares of Series 3 preferred stock were converted to common stock and 1,352 shares of Series 3 preferred stock were redeemed. During Fiscal 2014, 3,247 shares of Series 4 preferred stock were redeemed. The total cost of the redemption for Series 1, 3 and 4 preferred stock was $0.6 million in Fiscal 2014.

The Company’s shareholders’ rights plan grants to common shareholders the right to purchase, at a specified exercise price, a fraction of a share of subordinated serial preferred stock, Series 6, in the event of an acquisition of, or an announced tender offer for, 15% or more of the Company’s outstanding common stock. Upon any such event, each right also entitles the holder (other than the person making such acquisition or tender offer) to purchase, at the exercise price, shares of common stock having a market value of twice the exercise price. In the event the Company is acquired in a transaction in which the Company is not the surviving corporation, each right would entitle its holder to purchase, at the exercise price, shares of the acquiring company having a market value of twice the exercise price. The rights expire in March 2020, are redeemable under certain circumstances for $.01 per right and are subject to exchange for one share of common stock or an equivalent amount of preferred stock at any time after the event that makes the rights exercisable and before a majority of the Company’s common stock is acquired.

Note 8

Equity, Continued

$1.50 Subordinated Cumulative Preferred Stock:

The Company issued a notice of mandatory redemption effective April 30, 2013, to its holders of $1.50 Subordinated Cumulative Preferred Stock during the first quarter of Fiscal 2014. The $1.50 Subordinated Cumulative Preferred Stock was redeemed at $30 per share plus accumulated dividends. During Fiscal 2014, 30,067 shares of $1.50 Subordinated Cumulative Preferred Stock were redeemed. The total cost of the redemption for the $1.50 Subordinated Cumulative Preferred Stock was $0.9 million in Fiscal 2014.

Employees’ Subordinated Convertible Preferred Stock:

Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than $30 per share.

Common Stock:

Common stock-$1 par value. Authorized: 80,000,000 shares; issued: January 30, 2016 – 22,322,799 shares; January 31, 2015 –24,515,362 shares. There were 488,464 shares held in treasury at January 30, 2016 and January 31, 2015. Each outstanding share is entitled to one vote. At January 30, 2016, common shares were reserved as follows: 38,196 shares for conversion of preferred stock; 26,696 shares

for the 2005 Stock Incentive Plan; 473,092 shares for the 2009 Amended and Restated Stock Incentive Plan; and 305,134 shares for the Genesco Employee Stock Purchase Plan, as amended (the "ESPP"), which was terminated December 31, 2015. The remaining securities for the ESPP were removed from registration by means of a post-effective amendment filed in March 2016.

For the year ended January 30, 2016, 35,542 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $36.81, for a total of $1.3 million; 219,404 shares of common stock were issued as restricted shares as part of the Amended and Restated 2009 Genesco Inc. Equity Incentive Plan (the "2009 Plan"); 2,470 shares of common stock were issued for the purchase of shares under the ESPP at an average weighted market price of $54.22, for a total of $0.1 million; 19,769 shares were issued to directors for no consideration; 65,783 shares were withheld for taxes on restricted stock vested in Fiscal 2016; 27,221 shares of restricted stock were forfeited in Fiscal 2016; and 6,640 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 2,383,384 shares of common stock at an average weighted market price of $60.79 for a total of $144.9 million.

For the year ended January 31, 2015, 68,616 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $26.49, for a total of $1.8 million; 185,416 shares of common stock were issued as restricted shares as part of the 2009 Plan; 2,688 shares of common stock were issued for the purchase of shares under the ESPP at an average weighted market price of $71.01, for a total of $0.2 million; 16,396 shares were issued to directors for no consideration; 88,003 shares were withheld for taxes on restricted stock vested in Fiscal 2015; 13,999 shares of restricted stock were forfeited in Fiscal 2015; and 1,233 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred

Note 8

Equity, Continued

Stock. In addition, the Company repurchased and retired 64,709 shares of common stock at an average weighted market price of $71.63 for a total of $4.6 million.

For the year ended February 1, 2014, 130,051 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $23.33, for a total of $3.0 million; 199,392 shares of common stock were issued as restricted shares as part of the 2009 Plan; 3,146 shares of common stock were issued for the purchase of shares under the ESPP at an average weighted market price of $62.30, for a total of $0.2 million; 14,435 shares were issued to directors for no consideration; 105,193 shares were withheld for taxes on restricted stock vested in Fiscal 2014; 6,279 shares of restricted stock were forfeited in Fiscal 2014; and 24,922 shares were issued in miscellaneous conversions of Series 1, 3, and Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 337,665 shares of common stock at an average weighted market price of $61.23 for a total of $20.7 million.

Restrictions on Dividends and Redemptions of Capital Stock:

The Company’s charter provides that no dividends may be paid and no shares of capital stock acquired for value if there are dividend or redemption arrearages on any senior or equally ranked stock. Exchanges of subordinated serial preferred stock for common stock or other stock junior to such exchanged stock are permitted.

The Company’s Credit Facility prohibits the payment of dividends and other restricted payments unless as of the date of the making of any Restricted Payment or consummation of any Acquisition, (a) no Default or Event of Default exists or would arise after giving effect to such Restricted Payment or Acquisition, and (b) either (i) the Borrowers have pro forma projected Excess Availability for the following six month period equal to or greater than 25% of the Loan Cap, after giving pro forma effect to such Restricted Payment or Acquisition, or (ii) (A) the Borrowers have pro forma projected Excess Availability for the following six month period of less than 25% of the Loan Cap but equal to or greater than 15% of the Loan Cap, after giving pro forma effect to the Restricted Payment or Acquisition, and (B) the Fixed Charge Coverage Ratio, on a pro forma basis for the twelve months preceding such Restricted Payment or Acquisition, will be equal to or greater than 1.0:1.0, and (c) after giving effect to such Restricted Payment or Acquisition, the Borrowers are Solvent. The Company’s management does not expect availability under the Credit Facility to fall below the requirements listed above during Fiscal 2016. The Company’s UK Credit Facility prohibits the payment of any dividends by Schuh or its subsidiaries to the Company.

The Company issued a mandatory notice of redemption effective April 30, 2013, to its holders of Subordinated Serial Preferred Stock $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4 and on its $1.50 Subordinated Cumulative Preferred Stock during the first quarter of Fiscal 2014. The total cost of the redemption was $1.5 million. As a result, all of these preferred issues of stock were either converted to common stock or redeemed in Fiscal 2014, and there are no outstanding shares remaining. Therefore, there is no longer an annual dividend requirement. Dividends paid during Fiscal 2014 were less than $0.1 million.

Note 8

Equity, Continued

Changes in the Shares of the Company’s Capital Stock



	Common Stock		Non- Redeemable Preferred Stock		Employees’ Preferred Stock
Issued at February 2, 2013	24,484,915		56,915		46,852
Exercise of options	130,051		—		—
Issue restricted stock	213,827		—		—
Issue shares—Employee Stock Purchase Plan	3,146		—		—
Shares repurchased	(337,665	)	—		—
Other	(86,550	)	(56,915	)	(783	)
Issued at February 1, 2014	24,407,724		—		46,069
Exercise of options	68,616		—		—
Issue restricted stock	185,416		—		—
Issue shares—Employee Stock Purchase Plan	2,688		—		—
Shares repurchased	(64,709	)	—		—
Other	(84,373	)	—		(1,233	)
Issued at January 31, 2015	24,515,362		—		44,836
Exercise of options	35,542		—		—
Issue restricted stock	219,404		—		—
Issue shares—Employee Stock Purchase Plan	2,470		—		—
Shares repurchased	(2,383,384	)	—		—
Other	(66,595	)	—		(6,640	)
Issued at January 30, 2016	22,322,799		—		38,196
Less shares repurchased and held in treasury	488,464		—		—
Outstanding at January 30, 2016	21,834,335		—		38,196