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EXHIBIT 99.1

BORDERS GROUP, INC

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This report and other written reports and oral statements made from time to
time by Borders Group, Inc. (the Company) may contain so-called
forward-looking statements, all of which are subject to risks and
uncertainties. One can identify these forward-looking statements by the use of
words such as expects, seeing,
anticipates, plans, agendas,
will, intends,
estimates, believes, may, indicates, forecasts, focusing,
guidance, outlook, projects, initiatives, strives, seeks, goals,
objectives, assumes, looks, should, supports, comfortable with,
confident, and other words of similar meaning. One also can identify them by
the fact that they do not relate strictly to historical or current facts.
These statements are likely to address the Companys growth strategy, future
financial performance (including sales and earnings projections), shareholder
value, dividend payments, share repurchases, strategic alternatives, potential
alliances or the anticipated benefits therefrom, marketing and expansion plans,
retail convergence initiatives, such as Title Sleuth and related capabilities,
and the impact of growth initiatives. One must carefully consider any such
statement and should understand that many factors could cause actual results to
differ materially from the Companys forward-looking statements. These factors
include inaccurate assumptions and a broad variety of risks and uncertainties,
including some that are known and some that are not. Although it is not
possible to predict or identify all such factors, they may include the
following:



| |  |  | consumer demand for the Companys products, particularly during
the holiday season, which is believed to be related to a number of
factors, including general economic and geopolitical conditions and
overall consumer spending patterns, weather conditions and, with
respect to the mall business, overall mall traffic;
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| |  |  | an unexpected increase in competition, including Internet
competition and competition resulting from electronic or other
alternative methods of delivery of books, music, videos and other
products to consumers, or unanticipated margin or other disadvantages
relative to our competitors;                              
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| |  |  | asset impairments relating to under-performing stores or other unusual items;                                                                                                                                                                                                                                              
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| |  |  | changes in accounting rules;                                                                                                                                                                                                                                                                                               
|
| |  |  | the continued availability of adequate capital to fund the Companys operations;                                                                                                                                                                                                                                           
|
| |  |  | the timing and amount of insurance recoveries relating to the
former Borders store at the World Trade Center;                                                                                                                                                                                                              
|
| |  |  | uninsured losses from risks such as terrorism, earthquakes or
floods for which no, or limited, insurance coverage is maintained;                                                                                                                                                                                           
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| |  |  | higher than anticipated interest, occupancy, labor, distribution and inventory shrinkage costs;                                                                                                                                                                                                                            
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| |  |  | energy shortages or higher than anticipated energy costs;                                                                                                                                                                                                                                                                  
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| |  |  | adverse litigation expenses or results;                                                                                                                                                                                                                                                                                    
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| |  |  | unanticipated work stoppages;                                                                                                                                                                                                                                                                                              
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| |  |  | higher than anticipated costs associated with the closing of under performing stores;                                                                                                                                                                                                                                      
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| |  |  | unanticipated increases in the cost of the merchandise sold by the Company;                                                                                                                                                                                                                                                
|
| |  |  | the performance of the Companys strategic initiatives, including international expansion;                                                                                                                                                                                                                                 
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| |  |  | the stability and capacity of the Companys information systems;                                                                                                                                                                                                                                                           
|
| |  |  | unanticipated costs or problems relating to the informational
technology systems required for the operations of the Company;                                                                                                                                                                                               
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| |  |  | changes in foreign currency exchange rates; and                                                                                                                                                                                                                                                                            
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| |  |  | the continued ability of the Company to locate and develop
suitable sites for its superstore expansion and kiosk programs.                                                                                                                                                                                                 

The Company does not undertake any obligation to update forward-looking
statements.