What the changes say
- Genesco highlights new risks around a multi-year IT restructuring initiative extending through Fiscal 2027 and third-party AI processing.
What changed since the prior 10-K
New
- New
depend on substantial investment in product innovation, design and development, an ongoing commitment to product quality and significant and sustained marketing efforts and expenditures
We face risks of excess inventories and markdowns if we misjudge consumer fashion trends months in advance of actual sales.
- NewTechnology, Data Security and Privacy Risks
Our Information Technology Restructuring Initiative May Not Achieve Expected Results and Could Disrupt Our Business Operations
We are outsourcing core IT infrastructure and AI operations to a third-party service provider through Fiscal 2027, creating potential integration risks.
- NewTechnology, Data Security and Privacy Risks
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
Managing retained IT alongside third parties processing sensitive data creates vulnerabilities, especially with evolving artificial intelligence regulations.
- NewTechnology, Data Security and Privacy Risks
rely on third parties to provide payment processing services. If these companies become unable to provide these services to us, or if their systems are compromised, it could disrupt our business
Compliance with PCI data security standards and payment processing systems requires significant ongoing resources and creates potential liability.
- NewOperational, Supply Chain and Third-Party Risks
economic crises, natural disasters, pandemics, international disputes, wars and geopolitical conflicts; and
Macroeconomic disruptions and trade barriers could increase the cost of purchasing and shipping foreign footwear and apparel merchandise.
Dropped
- Dropped
Our business involves a degree of risk related to fashion and other extrinsic demand drivers that are beyond our control
- DroppedTechnology, Data Security and Privacy Risks
Despite our preventative efforts, our IT systems and websites may from time to time be vulnerable to damage or interruption from events such as difficulties in replacing or integrating the systems of acquired businesses, computer viruses, security breaches and power outages
- DroppedTax, Legal, Regulatory, Global and Other External Risks
Legislative or regulatory initiatives related to climate change could have a material adverse effect on our business
Reworded
- 91% rewrittenTechnology, Data Security and Privacy Risks
The operation of our business is heavily dependent on our information systems
Added specific references to third-party provider errors and general IT vulnerabilities.
- 81% rewrittenTechnology, Data Security and Privacy Risks
We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and disrupt our business
Removed specific mentions of buy now pay later and PayPal while retaining general payment methods.
Was: We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business
- 69% rewritten
Our success depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products
Updated language regarding fashion cycles and separated product innovation and marketing risks into a new standalone risk.
Was: Our future success also depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products
- 64% rewrittenTax, Legal, Regulatory, Global and Other External Risks
Changes in tax laws may result in increased volatility in our effective tax rates
Adjusted formatting around OECD Pillar Two global tax rules.
- 62% rewritten
Our failure to appropriately address emerging sustainability matters could have a material adverse impact on our reputation and, as a result, our business
Added explicit mentions of greenhouse gas effects, extreme weather, and transportation costs related to sustainability.
- 58% rewritten
A failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses or an inability to reduce costs may adversely affect our results of operations which may adversely impact our stock price
Formatted comparable sales drivers into a numbered list.
- 56% rewritten
Our results may be adversely affected by declines in consumer traffic in malls
Added language regarding store closures by other retailers leading to mall vacancies and bankruptcies.
- 56% rewritten
Our results of operations are subject to seasonal and quarterly fluctuations
Clarified fiscal fourth-quarter timing and removed specific references to shipping disruptions near crucial trade routes.
- 54% rewritten
Our business is intensely competitive and increased or new competition could have a material adverse effect on us
- 43% rewrittenOperational, Supply Chain and Third-Party Risks
An increase in the cost or a disruption in the flow of our imported products could adversely affect our business
- 36% rewrittenTechnology, Data Security and Privacy Risks
The utilization, expansion and management of machine learning and other types of artificial intelligence in our business could adversely affect our business, financial condition and results of operations
- 32% rewrittenTechnology, Data Security and Privacy Risks
Data protection requirements are constantly evolving and these requirements could adversely affect our business and operating results
- 29% rewritten
Consumer spending is affected by poor and/or volatile economic conditions and other factors and may significantly harm our business, affecting our financial condition, liquidity, and results of operations
- 27% rewrittenTechnology, Data Security and Privacy Risks
(v) governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines and/or class action and other lawsuits
Was: governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines and/or class action and other lawsuits
- 22% rewritten
Changes in the retail industry could have a material adverse effect on our business or financial condition
- 22% rewritten
If our online e-commerce sites, or those of our customers, do not function effectively or meet the expectations or preferences of our customers, our business and financial results could be materially adversely affected
- 22% rewritten
Goodwill recorded with acquisitions is subject to impairment which could reduce the Company's profitability
- 20% rewrittenTechnology, Data Security and Privacy Risks
A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could materially adversely affect our business
All 43 risk factors
Headings as the filing states them, in filing order.
Other
- 01Competitive, Demand-Related and Reputational Risks
- 02Consumer spending is affected by poor and/or volatile economic conditions and other factors and may significantly harm our business, affecting our financial condition, liquidity, and results of operations29% rewritten
- 03consumer confidence in future economic conditions
- 04A failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses or an inability to reduce costs may adversely affect our results of operations which may adversely impact our stock price58% rewritten
- 05(xvi) other external events beyond our control
- 06Failure to protect our reputation could have a material adverse effect on our brand names
- 07Our success depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products69% rewritten
- 08depend on substantial investment in product innovation, design and development, an ongoing commitment to product quality and significant and sustained marketing efforts and expendituresNew
- 09Our failure to appropriately address emerging sustainability matters could have a material adverse impact on our reputation and, as a result, our business62% rewritten
- 10Our results may be adversely affected by declines in consumer traffic in malls56% rewritten
- 11Our results of operations are subject to seasonal and quarterly fluctuations56% rewritten
- 12Changes in the retail industry could have a material adverse effect on our business or financial condition22% rewritten
- 13Our business is intensely competitive and increased or new competition could have a material adverse effect on us54% rewritten
- 14If our online e-commerce sites, or those of our customers, do not function effectively or meet the expectations or preferences of our customers, our business and financial results could be materially adversely affected22% rewritten
- 15We face a number of risks in opening new stores and renewing leases on existing stores
- 16unforeseen events could prevent or delay store openings and impact our liquidity needed for store openings
- 17Any acquisitions we make or new businesses we launch, as well as any dispositions of assets or businesses, involve a degree of risk
- 18Goodwill recorded with acquisitions is subject to impairment which could reduce the Company's profitability22% rewritten
Technology, Data Security and Privacy Risks
- 19The operation of our business is heavily dependent on our information systems91% rewritten
- 20Our Information Technology Restructuring Initiative May Not Achieve Expected Results and Could Disrupt Our Business OperationsNew
- 21challenges in effectively managing the retained information technology organization alongside third-party service providers, including potential difficulties coordinating activities and maintaining clear lines of responsibilityNew
- 22We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and disrupt our business81% rewritten
- 23rely on third parties to provide payment processing services. If these companies become unable to provide these services to us, or if their systems are compromised, it could disrupt our businessNew
- 24A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could materially adversely affect our business20% rewritten
- 25(v) governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines and/or class action and other lawsuits27% rewritten
- 26Data protection requirements are constantly evolving and these requirements could adversely affect our business and operating results32% rewritten
- 27The utilization, expansion and management of machine learning and other types of artificial intelligence in our business could adversely affect our business, financial condition and results of operations36% rewritten
Operational, Supply Chain and Third-Party Risks
- 28Increased operating costs, including wage increases resulting from potential increases in the minimum wage or competitive pressures, could have an adverse effect on our results
- 29If we lose key members of management or are unable to attract and retain the talent required for our business, our operating results could suffer
- 30The loss of, or disruption in, one of our distribution centers and other factors affecting the distribution of merchandise, including freight cost, could materially adversely affect our business
- 31An increase in the cost or a disruption in the flow of our imported products could adversely affect our business43% rewritten
- 32economic crises, natural disasters, pandemics, international disputes, wars and geopolitical conflicts; andNew
- 33Some of the inventory we sell is imported from Vietnam, China and India, which have recently been subject to efforts to increase duty or tariff rates or to impose restrictions on imports of certain products
- 34We are dependent on third-party vendors and licensors for the merchandise we sell
- 35The manufacture of our products and our distributing operations are subject to the risks of doing business abroad which could affect our ability to obtain products from foreign suppliers or control the costs of our products
Tax, Legal, Regulatory, Global and Other External Risks
- 36Changes in tax laws may result in increased volatility in our effective tax rates64% rewritten
- 37Our ability to source our merchandise profitably or at all could be negatively impacted if new trade restrictions are imposed, existing trade restrictions become more burdensome or disruptions occur at our suppliers or at the ports
- 38The impact of climate change, extreme weather, infectious disease outbreaks, and other unexpected events could result in an interruption to our business, as well as to the operations of our third-party partners, and have a material adverse impact on our business
- 39Establishing and protecting our intellectual property is critical to our business
- 40The scope of our non-U.S. operations exposes our performance to risks including foreign, political, legal and economic conditions and exchange rate fluctuations
- 41We are subject to regulatory proceedings and litigation and to regulatory changes that could have an adverse effect on our financial condition and results of operations
- 42Actions of activist shareholders have caused, and could cause us in the future to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business
Financial Risks
- 43Our indebtedness is subject to floating interest rates
Other Genesco 10-Ks
- FY2025 10-K risk factors41 risks
Consumer spending volatility, mall traffic declines, and fashion trend shifts dominate Genesco's retail footwear and apparel operations. Reliance on single distribution centers, overseas suppliers, and third-party brand licenses exposes earnings to trade and supply disruptions. Digital infrastructure vulnerabilities, cyber threats, and evolving data privacy regulations threaten customer data security and e-commerce sales.
Filed Mar 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.