EXHIBIT 99.1



BORDERS
GROUP, INC.

CAUTIONARY
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATIONREFORM 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, 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, 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;
| | 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;                              
| | impairments relating to under-performing stores or other unusual items;                                                                                                                                                                                                                                                    
| | 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;                                                                                                                                                                                           
| | higher
than anticipated interest, occupancy, labor, distribution and inventory shrinkage costs;                                                                                                                                                                                                                            
| | energy
shortages or disruptions or higher than anticipated energy costs;                                                                                                                                                                                                                                                   
| | adverse
litigation expenses or results;                                                                                                                                                                                                                                                                                    
| | unanticipated
work stoppages;                                                                                                                                                                                                                                                                                              
| | higher
than anticipated costs associated with the closing of under performing stores;                                                                                                                                                                                                                                      
| | unanticipated
increases in the cost of the merchandise sold by the Company;                                                                                                                                                                                                                                                
| | the
performance of the Company's strategic initiatives, including international expansion;                                                                                                                                                                                                                                 
| | 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;                                                                                                                                                                                               
| | changes
in foreign currency exchange rates; and                                                                                                                                                                                                                                                                            
| | 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.