Genesco (GCO) Risk Analysis

As part of our information technology transformation, we are transitioning certain information technology services to a third-party service provider. The services being transitioned include infrastructure, networking and technology operations, automation and AI, application development and support, quality assurance and testing, service desk operations, security operations support, and compliance support. We expect to retain a substantial amount of our current information technology staff to manage strategic functions and oversee third-party service providers. We expect this information technology restructuring initiative to be ongoing at least through Fiscal 2027. This transition involves significant operational changes and presents a number of risks, including: - difficulties integrating third-party systems, technologies, and personnel with our existing operations;- potential disruptions to our business operations during the transition period;- our inability to maintain continuity and consistency of service levels during and after the transition;- failure by third-party service providers to perform as expected or to meet contractual service level commitments;- increased reliance on third-party service providers to maintain the security and integrity of our information systems, data and intellectual property, and our inability to directly control such providers' security and data protection practices;- the loss or reallocation of institutional knowledge and the potential loss of key personnel;- greater than anticipated resources associated with the transition;- potential exposure to service interruptions arising from factors outside of our control, including failures by third-party service providers, their subcontractors, or other service providers in the supply chain; and - challenges in effectively managing the retained information technology organization alongside third-party service providers, including potential difficulties coordinating activities and maintaining clear lines of responsibility. We rely on third-party service providers to process, store, and manage substantial amounts of sensitive information, including proprietary business information, intellectual property, and confidential data. Although our agreements with third-party service providers include contractual provisions designed to protect privacy, security, and the appropriate use of AI, we have limited ability to directly control the practices of third parties. There can be no assurance that (i) such contractual protections will be effective or that our service providers will comply with them or (ii) we will be able to obtain licenses, services, or technology from these third-party providers on commercially acceptable terms. Evolving laws and standards governing AI may impose new contractual, technical, and reporting requirements that increase costs and limit how third-party service providers can process our data. Vulnerabilities, failures of safeguards, or security breaches at these third-party providers could compromise the confidentiality, integrity, or availability of our systems or data and lead to regulatory investigations, litigation, contractual liabilities, remediation expenses, and reputational damage. Cyber and professional liability insurance, whether ours or our service providers', may not cover all types of losses, may be subject to significant deductibles, and may not be available on acceptable terms in the future. If the information technology restructuring initiative takes longer to accomplish than projected, does not achieve its intended benefits, results in higher than anticipated costs, or causes service disruptions, our business, financial condition, and results of operations could be materially adversely affected.

In connection with acquisitions, we record goodwill on our Consolidated Balance Sheets. This asset is not amortized, but is subject to an impairment test at least annually, where we have the option to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment we conclude that the asset is impaired, we are required to determine the fair value of the asset using a quantitative impairment test that is based on projected future cash flows from the acquired business discounted at a rate commensurate with the risk we consider to be inherent in our current business model. We perform the impairment test annually at the beginning of the fourth quarter of our fiscal year, or more frequently if events or circumstances indicate that the value of the asset might be impaired. Deterioration in our equity market value, whether related to our operating performance or to disruptions in the equity markets or deterioration in the operating performance of the business unit with which goodwill is associated could cause us to recognize the impairment of some or all of the $9.5 million of goodwill on our Consolidated Balance Sheets at January 31, 2026, resulting in the reduction of net assets and a corresponding non-cash charge to earnings in the amount of the impairment.

Our performance depends largely on the efforts and abilities of members of our management team. Our executives have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected future loss of services of one or more key members of our management team could have an adverse effect on our business. In addition, future performance will depend upon our ability to attract, retain and motivate qualified employees, including store personnel and field management. If we are unable to do so, our ability to meet our operating goals may be compromised. Finally, our stores are decentralized, are managed through a network of geographically dispersed management personnel and historically experience a high degree of turnover. If we are for any reason unable to maintain appropriate controls on store operations due to turnover or other reasons, including the ability to control losses resulting from inventory and cash shrinkage, our sales and operating margins may be adversely affected. There can be no assurance that we will be able to attract and retain the personnel we need in the future.

We may open new stores, both in regional malls, where most of the operational experience of our U.S. businesses lies, and in other venues including outlet centers, airports and other off-mall locations. We cannot offer assurances that we will be able to open as many stores as we have planned, that any new store will achieve similar operating results to those of our existing stores or that new stores opened in markets in which we already operate will not have a material adverse effect on the revenues and profitability of our existing stores. In addition to the risks already discussed for existing stores, the success of any planned expansion or remodels is dependent upon numerous factors, many of which are beyond our control, including the following: - our ability to identify suitable markets and individual store sites within those markets;- the competition for suitable store sites;- our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords;- our ability to obtain governmental and other third-party consents, permits and licenses necessary to the operation of our stores or otherwise;- the ability to build and remodel stores on schedule and at acceptable cost;- the availability of employees to staff new stores and our ability to hire, train, motivate and retain store personnel;- the effect of changes to laws and regulations, including wage, over-time, and employee benefits laws on store expense;- the availability of adequate management and financial resources to manage an increased number of stores;- our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and - unforeseen events could prevent or delay store openings and impact our liquidity needed for store openings. Additionally, the results we expect to achieve during each fiscal quarter are dependent upon opening new stores and renewing leases on existing stores on schedule and at expected costs. If we fall behind in our new store openings, we will lose expected sales and earnings between the planned opening date and the actual opening and may further complicate the logistics of opening stores, possibly resulting in additional delays, seasonally inappropriate product assortments, and other undesirable conditions.

Our performance depends in part on general economic conditions affecting all countries in which we do business. Although the U.K. and the E.U. entered into the E.U.-U.K. Trade and Cooperation Agreement on December 30, 2020, uncertainty remains about the impact on our business in the U.K. and ROI, including impact on tariffs, shipping costs, consumer demand and currency fluctuations. In addition, across all of our markets, we could be adversely impacted by changes in trade policies, labor, tax or other laws and regulations, intellectual property rights and supply chain logistics. We are also dependent on foreign manufacturers for the products we sell, and our inventory is subject to cost and availability of foreign materials and labor. In addition to the other risks disclosed herein, demand for our product offering in our non-U.S. operations is also subject to local market conditions. As we expand our international operations, we also increase our exposure to exchange rate fluctuations. Sales from stores outside the U.S. are denominated in the currency of the country in which these operations or stores are located and changes in foreign exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for financial reporting purposes. Additionally, inventory purchase agreements may also be denominated in the currency of the country where the vendor resides. If the U.S. dollar strengthens relative to foreign currencies, our revenues and profits are reduced when converted into U.S. dollars and our margins may be negatively impacted by the increase in product costs. Although we typically have sought to mitigate the negative impacts of foreign currency exchange rate fluctuations through price increases and further actions to reduce costs, we may not be able to fully offset the impact, if at all.

There is uncertainty in the markets in which we operate regarding potential policies related to issues surrounding global environmental sustainability. Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on our business. Changes in the legal or regulatory environment affecting responsible sourcing, transportation cost, supply chain transparency, the effects of climate change or environmental protection, among others, including regulations to increase disclosure related to greenhouse gas emissions, to limit carbon dioxide and other greenhouse gas emissions, to discourage the use of plastic or to limit or to impose additional costs on commercial water use may result in a material adverse effect on our business or increased compliance costs for us and our business partners.