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): August 29, 2013 (August 29, 2013)

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 August 29, 2013, Genesco Inc. issued a press release announcing estimated results of operations for the fiscal second quarter ended August 3, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On August 29, 2013, Genesco Inc. also posted on its website, www.genesco.com, commentary by its chief financial officer on the quarterly estimated 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 2014’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 August 29, 2013, issued by Genesco Inc.
99.2	Genesco Inc. Second Fiscal Quarter Ended August 3, 2013 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: August 29, 2013	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 August 29, 2013
99.2	Genesco Inc. Second Fiscal Quarter Ended August 3, 2013 Chief Financial Officer’s Commentary

EX-99.1

Exhibit 99.1

Financial Contact: James S. Gulmi (615) 367-8325

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

GENESCO ANNOUNCES ESTIMATED SECOND QUARTER FISCAL 2014 RESULTS

NASHVILLE, Tenn., Aug. 29, 2013 --- Genesco Inc. (NYSE: GCO) today announced estimated results of continuing operations for the second quarter ended August 3, 2013, and a potential change in accounting for certain bonus awards payable under the Company's EVA Incentive Plan as discussed below under the heading “Potential Accounting Correction.” In order to provide an estimate on a comparable basis with previously reported periods, and assuming for this purpose the continued application of the Company's historical method of accounting for such bonus awards, which is under review by the Company and its independent auditors, the Company estimates earnings from continuing operations for the second quarter ended August 3, 2013 would be $12.1 million, or $0.52 per diluted share, compared to previously reported earnings from continuing operations of $10.6 million, or $0.44 per diluted share, for the second quarter ended July 28, 2012. The Company's current estimate of the maximum effect of any potential accounting change on reported earnings and diluted earnings per share for the second quarter of Fiscal 2014 and other periods is set out in Schedule C to this announcement.

Fiscal 2014 second quarter results are expected to reflect expenses of $0.7 million, or $0.04 per diluted share after tax, including $2.8 million of expenses related to deferred purchase price payments in connection with the acquisition of Schuh Group Limited, which are required to be expensed as compensation because the payment is contingent upon the payees' continued employment, and $1.2 million for other legal matters, network intrusion expenses and asset impairment charges, partially offset by a net gain of $3.3 million on the termination of the lease of a New York City Journeys store location. Last year's second quarter results included $3.3 million, or $0.06 per diluted share after tax, in deferred purchase price payments in connection with the acquisition of Schuh Group Limited and asset impairment charges, decreased by tax rate adjustments.

Adjusted for the items described above in both periods and before any adjustments related to the matters discussed under the heading “Potential Accounting Correction,” below, earnings from continuing operations were $13.2 million, or $0.56 per diluted share, for the second quarter of Fiscal 2014, compared to earnings from continuing operations of $12.1 million, or $0.50 per diluted share, for the second quarter of Fiscal 2013. For consistency with Fiscal 2014'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 second quarter of Fiscal 2014 increased 5.7% to $574.7 million from $543.5 million in the second quarter of Fiscal 2013, reflecting a comparable store sales decrease of 2%. The Lids Sports Group's comparable store sales decreased by 3%, the Journeys Group decreased by 1%, Schuh Group decreased by 7%, and Johnston & Murphy Retail increased by 7%.

Robert J. Dennis, chairman, president and chief executive officer of Genesco, said, "We are disappointed that our second quarter performance fell short of expectations. Sales trends proved to be more challenging as the quarter progressed and results came in below our plan. The third quarter has

Exhibit 99.1

gotten off to a difficult start with comparable sales down 3% through Saturday, August 24. Despite our current sales trajectory we remain optimistic that we can deliver a modest comp improvement in the fourth quarter based primarily on a product mix shift in footwear that moves in our favor and easier comparisons for Journeys and Lids.”

Dennis also discussed the Company's updated outlook. "Based on second quarter performance and month to date results for August, we are lowering our outlook for Fiscal 2014. We now expect adjusted Fiscal 2014 diluted earnings per share, prior to any change in accounting for the Company's bonus accruals, to be in the range of $5.20 to $5.30, a 3% to 5% increase over Fiscal 2013's adjusted earnings per share of $5.06, down from our previously issued guidance of $5.57 to $5.67. Consistent with our previous guidance, these expectations do not include non-cash asset impairments, network intrusion expenses and other legal matters offset in part by the net gain on the lease termination. We estimate that these items will be in the range of $1.0 million to $2.0 million pretax, or $0.02 to $0.05 per share, after tax, in Fiscal 2014. They also do not reflect compensation expense associated with the Schuh deferred purchase price as described above, which is currently estimated at approximately $11.5 million, or $0.49 per diluted share, or any additional expense related to the potential change in accounting for the Company's EVA Incentive Plan bonus accruals, which we believe could range as high as $12.7 million pretax, or $0.32 per share, after tax, for the full year. This guidance assumes a comparable sales increase in the low single digit range for the full fiscal year, including a low single digit decline in the third quarter and a low to mid-single digit increase in the fourth quarter." 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, "We continue to feel good about the strategic strengths of each of our businesses and the long-term growth prospects for our Company. We've successfully navigated through uncertain consumer environments before and I'm confident we are doing the right things to ensure we once again emerge with our dominant market positions intact.”

Potential Accounting Correction

Under the Company's EVA Incentive Plan, bonus awards in excess of a specified cap in any year are retained and paid out over the three subsequent years, subject to reduction or elimination by deteriorating operating performance or subject to forfeiture if the participant voluntarily resigns from employment with the Company or is terminated for cause before the retained amount is paid. Historically, the Company has accrued the full amount of the retained bonus in the year in which it was determined.

The Company is considering with its independent auditors whether U.S. GAAP requires that the retained bonus be expensed across the three-year period rather than fully accrued in the year it is determined because the participant forfeits the retained bonus if he or she voluntarily resigns or is terminated for cause before the retained bonus is paid out and because payment of the retained amount remains subject to performance throughout the three-year payment period. The Company expects to reach a conclusion regarding the occurrence of an error and implement any required accounting changes for all affected periods before it files its Quarterly Report on Form 10-Q for the quarter ended August 3, 2013. Depending on the materiality of any required changes, the Company may restate certain prior financial statements. Schedule C to this announcement assumes the conclusion requires a restatement of results for prior years and sets forth the Company's current estimate of the maximum effect of any potential accounting change on reported earnings and diluted earnings per share from continuing operations for each of the fiscal years ended 2012 and 2013 and for the first and second fiscal quarters of Fiscal 2013 and Fiscal 2014.

Exhibit 99.1

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 August 29, 2013 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, 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 whether an accounting error has occurred, the estimated effects of any potential change in accounting related to the matters discussed in this announcement under the heading “Potential Accounting Changes” for historic and future periods; the amount of required accruals related to the earn-out bonus potentially payable to Schuh management based on the achievement of certain performance objectives; the timing and amount of non-cash asset impairments related to retail store fixed assets or to intangible assets of acquired businesses; weakness in the consumer economy; 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; and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. 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 maintain reductions in occupancy costs achieved in recent lease negotiations, 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 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.

Exhibit 99.1

About Genesco Inc.

Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear, sports apparel and accessories in more than 2,480 retail stores throughout the U.S., Canada, the United Kingdom and the Republic of Ireland, principally under the names Journeys, Journeys Kidz, Shi by Journeys, Underground by Journeys, Schuh, Lids, Locker Room by Lids, Johnston & Murphy, and on internet websites www.journeys.com, www.journeyskidz.com, www.shibyjourneys.com, www.undergroundbyjourneys.com, www.schuh.co.uk, www.johnstonmurphy.com, www.lids.com, www.lids.ca, www.lidslockerroom.com, www.lidsteamsports.com, www.lidsclubhouse.com, www.suregripfootwear.com and www.dockersshoes.com. In addition, the Company sells wholesale footwear under its Johnston & Murphy brand, the licensed Dockers brand, SureGrip, and other brands, and operates the Lids Team Sports team dealer business. 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						Six Months Ended
	Estimated						Estimated
	Aug. 3,			July 28,			Aug. 3,			July 28,
In Thousands	2013			2012			2013			2012
Net sales	$	574,746		$	543,522		$	1,166,134		$	1,143,666
Cost of sales	291,798			270,500			584,575			563,980
Selling and administrative expenses*	268,697			255,663			533,711			526,185
Asset impairments and other, net	(7,140		)	404			(5,811		)	539
Earnings from operations	21,391			16,955			53,659			52,962
Interest expense, net	1,140			1,207			2,179			2,324
Earnings from continuing operations
before income taxes	20,251			15,748			51,480			50,638
Income tax expense	8,111			5,187			20,859			19,286
Earnings from continuing operations	12,140			10,561			30,621			31,352
Provision for discontinued operations	(125		)	(41		)	(224		)	(218		)
Net Earnings	$	12,015		$	10,520		$	30,397		$	31,134

*Includes $2.8 million and $5.7 million in deferred payments related to the Schuh acquisition in the second quarter and first six months ended August 3, 2013, respectively, and $2.9 million and $5.9 million for the second quarter and first six months ended July 28, 2012, respectively.

Earnings Per Share Information
	Three Months Ended				Six Months Ended
	Estimated				Estimated
	Aug. 3,		July 28,		Aug. 3,		July 28,
In Thousands (except per share amounts)	2013		2012		2013		2012
Preferred dividend requirements	$	—	$	35	$	33	$	81
Average common shares - Basic EPS	23,274		23,778		23,284		23,687
Basic earnings per share:
From continuing operations	$	0.52	$	0.44	$	1.31	$	1.32
Net earnings	$	0.52	$	0.44	$	1.30	$	1.31
Average common and common
equivalent shares - Diluted EPS	23,523		24,123		23,627		24,168
Diluted earnings per share:
From continuing operations	$	0.52	$	0.44	$	1.29	$	1.29
Net earnings	$	0.51	$	0.43	$	1.29	$	1.29

Exhibit 99.1

GENESCO INC.
Consolidated Earnings Summary
	Three Months Ended						Six Months Ended
	Estimated						Estimated
	Aug. 3,			July 28,			Aug. 3,			July 28,
In Thousands	2013			2012			2013			2012
Sales:
Journeys Group	$	222,471		$	209,439		$	479,614		$	473,279
Schuh Group	82,109			81,156			150,432			151,468
Lids Sports Group	192,456			181,879			370,361			365,015
Johnston & Murphy Group	53,258			48,279			111,683			99,692
Licensed Brands	23,869			22,256			53,224			53,522
Corporate and Other	583			513			820			690
Net Sales	$	574,746		$	543,522		$	1,166,134		$	1,143,666
Operating Income (Loss):
Journeys Group	$	2,877		$	2,065		$	26,508		$	27,347
Schuh Group (1)	(60		)	(545		)	(3,086		)	(3,496		)
Lids Sports Group	12,688			20,571			25,197			39,739
Johnston & Murphy Group	1,760			1,814			5,612			5,823
Licensed Brands	1,473			1,427			4,388			4,792
Corporate and Other (2)	2,653			(8,377		)	(4,960		)	(21,243		)
Earnings from operations	21,391			16,955			53,659			52,962
Interest, net	1,140			1,207			2,179			2,324
Earnings from continuing operations
before income taxes	20,251			15,748			51,480			50,638
Income tax expense	8,111			5,187			20,859			19,286
Earnings from continuing operations	12,140			10,561			30,621			31,352
Provision for discontinued operations	(125		)	(41		)	(224		)	(218		)
Net Earnings	$	12,015		$	10,520		$	30,397		$	31,134

(1)Includes $2.8 million and $5.7 million in deferred payments related to the Schuh acquisition in the second quarter and first six months ended August 3, 2013, respectively, and $2.9 million and $5.9 million for the second quarter and first six months ended July 28, 2012, respectively.

(2)Includes $7.1 million income in the second quarter of Fiscal 2014 which includes an $8.3 million gain on a lease termination, partially offset by a $0.5 million charge for other legal matters, a $0.5 million charge for network intrusion expenses and a $0.2 million charge for asset impairments. Includes $5.8 million income for the first six months of Fiscal 2014 which includes an $8.3 million gain on a lease termination, partially offset by $1.4 million for asset impairments, $0.6 million for network intrusion expenses and $0.5 million for other legal matters. Includes a $0.4 million charge and a $0.5 million charge in the second quarter and first six months of Fiscal 2013, respectively, primarily for asset impairments.

Exhibit 99.1

GENESCO INC.
Consolidated Balance Sheet
	Estimated
	Aug. 3,		July 28,
In Thousands	2013		2012
Assets
Cash and cash equivalents	$	46,027	$	47,222
Accounts receivable	50,188		45,709
Inventories	628,074		555,626
Other current assets	84,943		80,675
Total current assets	809,232		729,232
Property and equipment	244,589		231,528
Other non-current assets	406,485		420,198
Total Assets	$	1,460,306	$	1,380,958
Liabilities and Equity
Accounts payable	$	244,752	$	212,938
Other current liabilities	137,358		154,949
Total current liabilities	382,110		367,887
Long-term debt	67,813		95,001
Other long-term liabilities	182,813		180,338
Equity	827,570		737,732
Total Liabilities and Equity	$	1,460,306	$	1,380,958

Exhibit 99.1

GENESCO INC.
Retail Units Operated - Six Months Ended August 3, 2013
	Balance	Acquisi-			Balance	Acquisi-			Balance
	1/28/2012	tions	Open	Close	2/2/2013	tions	Open	Close	8/3/2013
Journeys Group	1,154	—	32	29	1,157	—	18	16	1,159
Journeys	812	—	22	14	820	—	10	8	822
Underground by Journeys	137	—	—	7	130	—	—	7	123
Journeys Kidz	152	—	9	5	156	—	8	1	163
Shi by Journeys	53	—	1	3	51	—	—	—	51
Schuh Group	78	—	16	2	92	—	19	16	95
Schuh UK*	56	—	15	1	70	—	19	5	84
Schuh ROI	8	—	1	—	9	—	—	—	9
Schuh Concessions*	14	—	—	1	13	—	—	11	2
Lids Sports Group	1,002	33	47	29	1,053	7	28	17	1,071
Johnston & Murphy Group	153	—	9	5	157	—	8	2	163
Shops	103	—	4	5	102	—	4	2	104
Factory Outlets	50	—	5	—	55	—	4	—	59
Total Retail Units	2,387	33	104	65	2,459	7	73	51	2,488
Permanent Units*					2,446	7	63	37	2,479

Retail Units Operated - Three Months Ended August 3, 2013
	Balance	Acquisi-			Balance
	5/4/2013	tions	Open	Close	8/3/2013
Journeys Group	1,156	—	13	10	1,159
Journeys	822	—	7	7	822
Underground by Journeys	126	—	—	3	123
Journeys Kidz	157	—	6	—	163
Shi by Journeys	51	—	—	—	51
Schuh Group	91	—	16	12	95
Schuh UK*	71	—	16	3	84
Schuh ROI	9	—	—	—	9
Schuh Concessions*	11	—	—	9	2
Lids Sports Group	1,054	7	19	9	1,071
Johnston & Murphy Group	157	—	7	1	163
Shops	102	—	3	1	104
Factory Outlets	55	—	4	—	59
Total Retail Units	2,458	7	55	32	2,488
Permanent Units*	2,446	7	46	20	2,479

*Excludes Schuh Concessions, which are expected to close this year and temporary "pop-up" locations.

Exhibit 99.1

Genesco Inc.
Comparable Sales (including same store and comparable direct sales)
	Three Months Ended				Six Months Ended
	Aug. 3,		July 28,		Aug. 3,		July 28,
	2013		2012		2013		2012
Journeys Group	(1	)%	6	%	(1	)%	9	%
Schuh Group*	(7	)%	8	%	(9	)%	8	%
Lids Sports Group	(3	)%	2	%	(4	)%	3	%
Johnston & Murphy Group	7	%	3	%	7	%	4	%
Total Comparable Sales	(2	)%	4	%	(3	)%	6	%

*One month ended July 28, 2012.

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Second Quarter Ended August 3, 2013 and July 28, 2012
	Estimated
	Second			Impact on			Second			Impact on
	Quarter			Diluted			Quarter			Diluted
In Thousands (except per share amounts)	Jul 2013			EPS			Jul 2012			EPS
Earnings from continuing operations, as reported	$	12,140		$	0.52		$	10,561		$	0.44
Adjustments: (1)
Impairment charges	133			0.01			248			0.01
Deferred payment - Schuh acquisition	2,851			0.12			2,928			0.12
Gain on lease termination	(2,077		)	(0.09		)	—			—
Other legal matters	315			0.01			—			—
Network intrusion expenses	271			0.01			9			—
Higher (lower) effective tax rate	(443		)	(0.02		)	(1,643		)	(0.07		)
Adjusted earnings from continuing operations (2)	$	13,190		$	0.56		$	12,103		$	0.50

(1) All adjustments are net of tax where applicable. The tax rate for the second quarter of Fiscal 2014 is 36.9% excluding a FIN 48 discrete item of less than $0.1 million. The tax rate for the second quarter of Fiscal 2013 is 36.0% excluding a FIN 48 discrete item of $0.1 million.

(2) EPS reflects 23.5 million and 24.1 million share count for Fiscal 2014 and 2013, 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.

Schuh Group
Adjustments to Reported Operating Income (Loss)
Second Quarter Ended August 3, 2013 and July 28, 2012
	Second Qtr			Second Qtr
In Thousands	Jul 2013			Jul 2012
Operating loss	$	(60	)	$	(545	)
Adjustments:
Deferred payment - Schuh acquisition	2,851			2,928
Adjusted operating income	$	2,791		$	2,383

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Reported Earnings from Continuing Operations
Six Months Ended August 3, 2013 and July 28, 2012
	Estimated			Impact on						Impact on
	6 mos			Diluted			6 mos			Diluted
In Thousands (except per share amounts)	Jul 2013			EPS			Jul 2012			EPS
Earnings from continuing operations, as reported	$	30,621		$	1.29		$	31,352		$	1.29
Adjustments: (1)
Impairment charges	893			0.04			277			0.01
Deferred payment - Schuh acquisition	5,702			0.24			5,883			0.25
Gain on lease termination	(2,077		)	(0.09		)	—			—
Other legal matters	302			0.01			—			—
Network intrusion expenses	360			0.02			65			—
Higher (lower) effective tax rate	(364		)	(0.01		)	(1,655		)	(0.07		)
Adjusted earnings from continuing operations (2)	$	35,437		$	1.50		$	35,922		$	1.48

(1) All adjustments are net of tax where applicable. The tax rate for the first six months of Fiscal 2014 is 37.0% excluding a FIN 48 discrete item of less than $0.1 million. The tax rate for the first six months of Fiscal 2013 is 36.7% excluding a FIN 48 discrete item of $0.2 million.

(2) EPS reflects 23.6 million and 24.2 million share count for Fiscal 2014 and 2013, 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.

Schuh Group
Adjustments to Reported Operating Income (Loss)
Six Months Ended August 3, 2013 and July 28, 2012
	6 mos			6 mos
In Thousands	Jul 2013			Jul 2012
Operating loss	$	(3,086	)	$	(3,496	)
Adjustments:
Deferred payment - Schuh acquisition	5,702			5,883
Adjusted operating income	$	2,616		$	2,387

Exhibit 99.1

Schedule B

Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fiscal Year Ending February 1, 2014
In Thousands (except per share amounts)	High Guidance				Low Guidance
	Fiscal 2014				Fiscal 2014
Forecasted earnings from continuing operations	$	112,474	$	4.76	$	110,739	$	4.69
Adjustments: (1)
Impairment/Gain on lease termination	1,258		0.05		629		0.02
Deferred payment - Schuh acquisition	11,480		0.49		11,480		0.49
Adjusted forecasted earnings from continuing operations (2)	$	125,212	$	5.30	$	122,848	$	5.20

(1) All adjustments are net of tax where applicable. The forecasted tax rate for Fiscal 2014 is approximately 37.1% excluding a FIN 48 discrete item of $0.2 million.

(2) EPS reflects 23.6 million share count for Fiscal 2014 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.

Exhibit 99.1

Schedule C

Genesco Inc.
Effect of Potential Accounting Change on Reported Earnings from Continuing Operations
Fiscal 2012 & 2013, Quarter 1 of Fiscal 2013 & 2014 and Quarter 2 of Fiscal 2013 & 2014
In Thousands (except per share amounts)
	Fiscal 2012		Qtr 1 FY13		Qtr 2 FY13		Fiscal 2013		Qtr 1 FY14			Qtr 2 FY14
Earnings from continuing operations, as reported	$	82,984	$	20,791	$	10,561	$	110,998	$	18,481		$	12,140
Potential maximum adjustment estimate, net of tax	13,650		2,174		310		3,452		(4,489		)	(4,190		)
Earnings from continuing operations, as potentially adjusted	$	96,634	$	22,965	$	10,871	$	114,450	$	13,992		$	7,950
Diluted earnings per share from continuing operations, as reported	$	3.48	$	0.86	$	0.44	$	4.62	$	0.78		$	0.52
Diluted earnings per share from continuing operations, as potentially adjusted	$	3.96	$	0.93	$	0.44	$	4.76	$	0.59		$	0.34

EX-99.2

Exhibit 99.2

GENESCO INC.

CHIEF FINANCIAL OFFICER'S COMMENTARY

FISCAL YEAR 2014

SECOND QUARTER ENDED AUGUST 3, 2013

Consolidated Results

Second Quarter

Sales

Second quarter net sales increased 5.7% to $575 million from $544 million in the second quarter of Fiscal 2013. 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
	2nd Qtr		2nd Qtr
Same Store Sales:	FY14		FY13
Journeys Group	(1	)%	6	%
Schuh Group*	(8	)%	9	%
Lids Sports Group	(4	)%	2	%
Johnston & Murphy Group	6	%	2	%
Total Genesco	(3	)%	4	%
	2nd Qtr		2nd Qtr
Comparable Direct Sales:	FY14		FY13
Journeys Group	21	%	0	%
Schuh Group*	(1	)%	0	%
Lids Sports Group	25	%	2	%
Johnston & Murphy Group	12	%	11	%
Total Genesco	11	%	3	%
	2nd Qtr		2nd Qtr
Same Store and Comparable Direct Sales:	FY14		FY13
Journeys Group	(1	)%	6	%
Schuh Group*	(7	)%	8	%
Lids Sports Group	(3	)%	2	%
Johnston & Murphy Group	7	%	3	%
Total Genesco	(2	)%	4	%

*One month ended July 28, 2012 for second quarter FY13.

Through August 24, 2013, August same store sales decreased 3% and direct sales increased 6% on a comparable basis; and combined comparable sales decreased 3%.

Exhibit 99.2

Gross Margin

Second quarter gross margin was 49.2% this year compared with 50.2% last year, primarily reflecting lower gross margins in Schuh and Lids.

Asset Impairments and Other, Net

“Asset impairments and other” charges for the second quarter of Fiscal 2014 was a gain of $7.1 million compared with an expense of $0.4 million last year. The gain this year primarily relates to the lease buyout of the Journeys Herald Square store in New York City, partially offset by other legal matters, network intrusion expenses, and asset impairments. Last year's expense of $0.4 million represented asset impairments.

Potential Accounting Correction

The discussion of expenses and earnings in this Commentary and in management's conference call with investors is subject to potential future adjustment in connection with the matters discussed under the heading “Potential Accounting Correction” in the Company's Fiscal 2014 second quarter earnings release.

SG&A

Subject to the potential accounting corrections referenced above, selling and administrative expense for the second quarter decreased to 46.8% of sales from 47.0% for the same period last year. Included in expenses this quarter is $2.8 million, or $0.12 per diluted share, in expense related to deferred purchase price in the Schuh acquisition. The deferred purchase price payments, totaling £25 million, are due in June 2014 and 2015 if the payees remain employed until the payment dates. As we have discussed before, because of the retention feature, U.S. GAAP requires these deferred purchase price payments to be expensed as compensation. This is a non-cash expense until the payment conditions are satisfied. Last year, expenses in the quarter included $2.9 million or $0.12 per diluted share of deferred purchase price. In addition, this quarter's SG&A includes expenses related to the lease termination of the Journeys Herald Square store. Excluding the deferred purchase price expense and the expenses related to the Journeys Herald Square lease termination in both periods, SG&A as a percent of sales fell to 45.4% from 46.5% last year, or a 110 basis point improvement. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure is provided in the schedule at the end of this document.

Also included in second quarter SG&A expense, but not eliminated from the adjusted expense, is $2.3 million or $0.07 per diluted share this year, and $2.8 million, or $0.09 per diluted share last year, related to a contingent bonus payment provided for in the Schuh acquisition. The purchase agreement calls for a total payment of up to £25 million to members of the Schuh management group payable in Fiscal 2016 if they have achieved certain earnings targets above the planned earnings on which we based our acquisition valuation. As we have discussed previously, there will be quarterly accruals for a portion of this payment, reflecting an estimate of the probability, based on Schuh's performance, that it will be earned.

Operating Income

Subject to the potential accounting corrections referenced above, Genesco's operating income for the second quarter was $21.4 million this year compared with $17.0 million last year. Operating income this year included a net gain of $3.3 million from the landlord's buyout of the Journeys Herald Square store lease offset by the $2.8 million for the Schuh acquisition-related deferred purchase price. This was further

Exhibit 99.2

reduced by $1.2 million related to other legal matters, network intrusion expenses, and asset impairments. Last year's second quarter operating income includes $0.4 million of asset impairments and other charges and $2.9 million in deferred purchase price expense. Excluding these items from both periods, operating income for the second quarter was $22.1 million this year compared with $20.3 million last year. Adjusted operating margin was 3.8% of sales in the quarter this year and 3.7% last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure is provided in the schedule at the end of this document.

Interest Expense

Net interest expense for the quarter was $1.1 million, compared with $1.2 million for the same period last year.

Pretax Earnings

Subject to the potential accounting corrections referenced above, pretax earnings for the quarter were $20.3 million, including the net gain on the buyout of the lease for the Journeys Herald Square store, and the network intrusion expenses, asset impairments, other legal matters, and the deferred purchase price expense referred to above. Last year's second quarter pretax earnings were $15.7 million including approximately $0.4 million of asset impairments and $2.9 million of deferred purchase price expense. Excluding these items from both years' results, pretax earnings for the quarter were $20.9 million this year compared to $19.1 million last year. A reconciliation of Non-GAAP financial measures to the most directly comparable GAAP measure is provided in the schedule at the end of this document.

Taxes

Subject to the potential accounting corrections referenced above, the effective tax rate for the quarter was 40.1% this year, compared to 32.9% last year. The adjusted tax rate, reflecting the exclusion of the net gain in the Journeys store buyout in the current quarter along with the Schuh acquisition related deferred purchase price discussed above, other legal matters, network intrusion expenses, and asset impairments, was 37.0% this year compared to 36.6% last year. The difference in tax rate is due primarily to the non-deductibility of the deferred purchase price expense for U.S. tax purposes, which increases the effective tax rate on a GAAP basis.

Earnings From Continuing Operations After Taxes

Subject to the potential accounting corrections referenced above, earnings from continuing operations were $12.1 million, or $0.52 per diluted share, in the second quarter this year, compared to earnings of $10.6 million, or $0.44 per diluted share, in the second quarter last year. Excluding the items discussed above, second quarter earnings from continuing operations were $13.2 million or $0.56 per diluted share this year, compared with $12.1 million or $0.50 per diluted share last year. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure is provided in the schedule at the end of this document.

Exhibit 99.2

Segment Results

Lids Sports Group

Lids Sports Group's sales for the second quarter increased 5.8% to $192 million from $182 million last year.

Same store sales for the quarter decreased 4% this year compared to a 2% increase last year. Comparable direct sales increased 25% compared with 2% last year. Comparable sales, including both same store sales and comparable direct sales, decreased 3% this year compared to a 2% increase last year. Through August 24, 2013, August same store sales decreased 5%; e-commerce sales increased 36%; and combined comparable sales decreased 3%.

The Group's gross margin as a percent of sales decreased about three percentage points, largely reflecting promotional pricing. Subject to the potential accounting corrections referenced above, SG&A expense as a percent of sales increased 160 basis points due to negative expense leverage caused by the negative comparable sales.

Subject to the potential accounting corrections referenced above, the Group's second quarter operating income was $12.7 million, or 6.6% of sales, down from $20.6 million, or 11.3% of sales, last year.

Journeys Group

Journeys Group's sales for the quarter increased 6.2% to $222 million from $209 million last year.

Same store sales for the Group were down 1%, compared with a 6% increase last year; comparable direct sales increased 21% this year and were flat last year. Combined comparable sales decreased 1% this year compared with a 6% increase last year. Through August 24, 2013, August same store sales decreased 2%; comparable direct sales decreased 4%; and combined comparable sales decreased 2%.

Average Selling Prices (ASP) for footwear in Journeys stores in the second quarter this year increased 2% compared with an ASP increase of 8% in the second quarter last year.

Gross margin for the Journeys Group increased by about 30 basis points in the quarter due primarily to lower markdowns.

Subject to the potential accounting corrections referenced above, the Journeys Group's SG&A expense, excluding the expenses related to the gain from the lease buyout mentioned earlier, decreased 160 basis points as a percent of sales for the quarter. Lower incentive compensation accruals were the primary reason for the lower SG&A expense as a percent of sales

Subject to the potential accounting corrections referenced above, the Journeys Group's operating income for the quarter, excluding the store lease buyout expenses, was $6.4 million or 2.9% of sales, compared to $2.1 million or 1.0% of sales last year.

Schuh Group

Schuh's sales in the second quarter were $82 million, compared to $81 million last year, an increase of 1.2%. Same store sales decreased by 8% in the quarter; direct sales were down 1%; and total comparable sales decreased by 7%. Through August 24, 2013, August same store sales were down 10%; comparable direct sales decreased 6%; and total comparable sales were down 10%.

Exhibit 99.2

Schuh's gross margin was down 140 basis points in the quarter due to increased sales of discounted summer sale inventory compared to the previous year. Subject to the potential accounting corrections referenced above, expenses as a percent of sales, excluding the deferred purchase price expense, discussed under “Consolidated Results - SG&A” above, decreased by 180 basis points due to a lower EVA bonus accrual compared to last year.

Subject to the potential accounting corrections referenced above, the Schuh Group's operating income (loss) was essentially zero, which included $2.8 million of expenses related to the deferred purchase price discussed above. This compares with an operating income (loss) of ($0.5) million last year, including $2.9 million of deferred purchase price expense. Excluding the deferred purchase price accruals, but including the contingent acquisition bonus accrual (discussed under “Consolidated Results - SG&A”, above) of approximately $2.3 million this year and $2.8 million last year, the Group had adjusted operating income of $2.8 million this year compared with $2.4 million in last year's second quarter. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures is provided in the schedule attached to this document.

Johnston & Murphy Group

Johnston & Murphy Group's second quarter sales increased 10.3%, to $53 million, compared to $48 million in the second quarter last year.

Johnston & Murphy's wholesale sales increased 13% in the quarter. Same store sales increased 6%; direct sales increased 12%; and combined comparable sales increased 7% on top of a 3% increase last year. Direct sales represented about 10% of Johnston & Murphy Group's sales this quarter. Through August 24, 2013, same store sales were up 6%; e-commerce and catalog sales increased 16%; and combined comparable sales were up 8%.

Johnston & Murphy's gross margin increased by about 60 basis points for the quarter due to lower closeouts in the second quarter this year compared to last year. Subject to the potential accounting corrections referenced above, SG&A expense as a percent of sales increased by 100 basis points, due primarily to development costs associated with the planned launch of a new line in the fall and higher incentive compensation accruals, and operating income was $1.8 million or 3.3% of sales, compared to $1.8 million, or 3.8% of sales last year.

Licensed Brands

Licensed Brands' sales increased 7.2% to $24 million in the second quarter, compared to $22 million in the second quarter last year. Gross margin was up 70 basis points due primarily to the relatively faster growth of sales in a product line with a higher gross margin than the balance of the segment.

Subject to the potential accounting corrections referenced above, SG&A expense as a percent of sales was up about 90 basis points due primarily to increased compensation and freight expenses.

Subject to the potential accounting corrections referenced above, operating income for the quarter was $1.5 million or 6.2% of sales, compared with $1.4 million, or 6.4% of sales last year.

Corporate

Subject to the potential accounting corrections referenced above, corporate expenses, including a gain in asset impairments and other of $7.1 million this year and a $0.4 million charge last year, were $2.7 million

Exhibit 99.2

income this year compared with an $8.4 million expense last year. Excluding “Asset Impairments and Other,” corporate expenses were $4.5 million this year compared with $8.0 million last year.

Balance Sheet

Cash

Cash at the end of the second quarter was $46 million compared with $47 million last year. We ended the quarter with $68 million in debt, compared with $95 million last year. During the quarter, we made an acquisition at a cash purchase price totaling approximately $11 million. Approximately $47 million remains available under the Board's most recent share buyback authorization of $75 million.

Inventory

Inventories increased 13% in the second quarter on a year-over-year basis. Retail inventory per square foot increased 7%.

Equity

Subject to the effects of any of the potential accounting corrections referenced above, equity was $828 million at quarter-end, compared with $738 million last year.

Capital Expenditures

For the second quarter, capital expenditures were $19.4 million and depreciation and amortization expenses were $16.5 million. During the quarter, we opened 46 new permanent stores and closed 20 permanent stores and acquired seven stores. We ended the quarter with 2,479 permanent stores compared with 2,390 permanent stores at the end of the second quarter last year, or an increase of 4%. Square footage increased 6% on a year-over-year basis. The store count as of August 3, 2013 included:

Lids stores (including 98 stores in Canada)	914
Lids Locker Room Stores	112
Lids Clubhouse Stores	45
Journeys Stores (including 29 Stores in Canada)	822
Journeys Kidz Stores	163
Shï by Journeys Stores	51
Underground by Journeys Stores	123
Schuh Stores including 4 Kids Stores	86
Johnston & Murphy Stores and Factory Stores (including 7 stores in Canada)	163
Total Permanent Stores	2,479
Schuh concessions and “pop-up” stores	9
Total Stores	2,488

For Fiscal 2014, we are forecasting capital expenditures in the range of $110 million to $120 million and depreciation and amortization of about $66 million. Our current store openings (assuming 163 permanent stores and 7 acquired stores) and closing plans by chain are as follows:

Exhibit 99.2

16

	New	Acquisitions	Close	Net
Journeys Group	42		24	18
Journeys stores (U.S.)	14		10	4
Journeys stores (Canada)	7		—	7
Journeys Kidz stores	21		3	18
Shï by Journeys	—		3	(3)
Underground by Journeys	—		8	(8)
Johnston & Murphy Group	14		2	12
Schuh Group	18		3	15
Schuh stores	17		3	14
Schuh Kids	1		—	1
Lids Sports Group	89	7	24	72
Lids hat stores (U.S.)	31		11	20
Lids hat stores (Canada)	10		5	5
Lids Locker Room & Clubhouse	48	7	8	47
Total Permanent Stores	163	7	53	117
Schuh concessions	—	—	13	(13)
Subtotal	163	7	66	104
Schuh “pop-up” stores	11		11	—
Adjusted Openings and Closings	174	7	77	104

Beginning 2/2/2013	2,459
Net Openings & Closings	104
Net Schuh "pop-up" stores	—
Projected Ending 2/1/2014	2,563

Exhibit 99.2

Projected Net New Stores
FY2014
	Actual	Projected		Projected
	Jan 2013	Net New		Jan 2014
Journeys Group	1,157	18		1,175
Journeys stores (U.S.)	796	4		800
Journeys stores (Canada)	24	7		31
Journeys Kidz stores	156	18		174
Shï by Journeys	51	(3	)	48
Underground by Journeys	130	(8	)	122
Johnston & Murphy Group	157	12		169
Schuh Group	79	15		94
Schuh Stores	76	14		90
Schuh Kids	3	1		4
Lids Sports Group	1,053	72		1,125
Lids hat stores (U.S.)	811	20		831
Lids hat stores (Canada)	98	5		103
Lids Locker Room & Clubhouse	144	47		191
Total Permanent Stores	2,446	117*		2,563
Schuh concessions	13	(13	)	—
Subtotal	2,459	104		2,563
Schuh “pop-up” stores	—	—		—
Total Stores	2,459	104		2,563
*Includes 7 Lids Locker Room acquired stores.

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, 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 whether an accounting error has occurred, the estimated effects of any potential change in accounting related to the matters discussed in this announcement under the heading “Potential Accounting Changes” for historic and future periods; the amount of required accruals related to the earn-out bonus potentially payable to Schuh management based on the achievement of certain performance objectives; the timing and amount of non-cash asset impairments related to retail store fixed assets or to intangible assets of acquired businesses; weakness in the consumer economy; 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; and changes in the timing of holidays or in

Exhibit 99.2

the onset of seasonal weather affecting period-to-period sales comparisons. 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 maintain reductions in occupancy costs achieved in recent lease negotiations, 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 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 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.