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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10 - Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 24, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission file number 1-13740

BORDERS GROUP, INC.

(Exact name of registrant as specified in its charter)

100 Phoenix Drive, Ann Arbor, Michigan 48108
(Address of principal executive offices with zip code)

(734) 477-1100
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X            No     

BORDERS GROUP, INC.

INDEX

i

BORDERS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions except per share data)
(UNAUDITED)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

1

BORDERS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions except per share data)
(UNAUDITED)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2

BORDERS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions except per share data)
(UNAUDITED)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3

BORDERS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE 39 WEEKS ENDED OCTOBER 24, 2004
(dollars in millions except share amounts)
(UNAUDITED)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

BORDERS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(UNAUDITED)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Borders Group, Inc. (the Company) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, consisting only of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended January 25, 2004.

The Company’s fiscal year ends on the Sunday immediately preceding the last Wednesday in January. At October 24, 2004, the Company operated 498 superstores under the Borders name, including 24 in the United Kingdom, 11 in Australia, two in Puerto Rico, and one each in Singapore and New Zealand. The Company also operated 710 mall-based and other bookstores primarily under the Waldenbooks name, 36 bookstores under the Books etc. name in the United Kingdom and 72 Paperchase locations, also in the United Kingdom, approximately one-third of which are located inside Borders International superstores.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

Litigation: Two former employees, individually and on behalf of a purported class consisting of all current and former employees who worked as assistant managers in Borders stores in the state of California at any time between April 10, 1996, and the present, have filed an action against the Company in the Superior Court of California for the County of San Francisco. The action alleges that the individual plaintiffs and the purported class members worked hours for which they were entitled to receive, but did not receive, overtime compensation under California law, and that they were classified as exempt store management employees but were forced to work more than 50% of their time in non-exempt tasks. The Amended Complaint, which names two additional plaintiffs, alleges violations of the California Labor Code and the California Business and Professions Code. The relief sought includes compensatory and punitive damages, penalties, preliminary and permanent injunctions requiring Borders to pay overtime compensation as required under California and Federal law, prejudgment interest, costs, and attorneys’ fees and such other relief as the court deems proper. On July 29, 2002, the Superior Court of California granted the plaintiffs’ motion for class certification in the action. The class certified consists of all individuals who worked as Assistant Managers in a Borders superstore in California at any time between April 10, 1996 and March 18, 2001. The class was further certified by the Court into the following subclasses: Assistant Manager-Merchandising; Assistant Manager-Inventory; Assistant Manager-Human Resources; Assistant Manager-Music; Assistant Manager-Training; Assistant Manager-Café. On January 28, 2004, a tentative settlement, subject to court approval, was reached pursuant to which the Company has agreed to pay $3.5 to resolve all claims asserted in the litigation. On July 29, 2004, the court granted preliminary approval of the tentative settlement, and scheduled the hearing on the final approval of the tentative settlement for December 2, 2004. The Company classified this charge as “Legal settlement expense” in the consolidated statements of operations in 2003.

On October 29, 2002, Gary Gerlinger, individually and on behalf of all other similarly situated consumers in the United States who, during the period from August 1, 2001 to the present, purchased books online from either Amazon.com, Inc. (“Amazon”) or the Company, instituted an action against the Company and Amazon in the United States District Court for the Northern District of California. The Complaint alleges that the agreement pursuant to which an affiliate of Amazon operates Borders.com as a co-branded site (the “Mirror Site”) violates federal anti-trust laws, California statutory law and the common law of unjust enrichment. The Complaint seeks injunctive relief, damages, including treble damages or statutory damages where applicable, attorneys fees, costs and disbursements, disgorgement of all sums obtained by allegedly wrongful acts, interest and declaratory relief. The Company has filed an answer denying any liability and also has filed a motion for summary judgment. The Court has issued an order granting the motion as to certain of plaintiff’s claims, denying it as to others and requesting additional briefing on certain issues. The order also denied certain cross-motions filed by the plaintiff. The Company intends to vigorously defend the action. The Company has not included any liability in its consolidated financial statements in connection with this lawsuit and has expensed as incurred all legal costs to date. Although an adverse resolution of the matter could have a material adverse effect on the result of the operations of the Company for the applicable period or periods, the Company does not believe that this litigation will have a material effect on its liquidity or financial position.

6

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

Certain states and private litigants have sought to impose sales or other tax collection efforts on out-of-jurisdiction companies that engage in e-commerce. The Company currently is disputing a claim by the state of California relating to sales taxes that the state claims should have been collected on certain Borders.com sales in California prior to implementation of the Company’s Mirror Site agreement with Amazon. Also, the Company and Amazon have been named as defendants in actions filed by a private litigant on behalf of the states of Nevada and Illinois under the applicable state’s False Claims Act relating to the failure to collect use taxes on Internet sales in Nevada and Illinois for periods both before and after the implementation of the Mirror Site Agreement. The Complaints seek judgments, jointly and severally, against the defendants for, among other things, injunctive relief, treble the amount of damages suffered by the states of Nevada and Illinois as a result of the alleged violations of the defendants, penalties, costs and expenses, including legal fees. A similar action previously filed against the Company in Tennessee has been dismissed and the appeal period has expired. A motion of the Attorney General of Nevada to dismiss the Nevada action was denied, and the Attorney General has appealed that ruling to the Nevada Supreme Court. On July 29, 2004, the Illinois Attorney General filed a motion to dismiss the Illinois matter as against the Company. This motion has been stayed pending the decision on an appeal in a similar action.

The Company is vigorously defending all claims against the Company relating to any failure by it or Amazon to collect sales or other taxes relating to Internet sales, and intends to file, with other retailers, a motion to dismiss the Nevada action on additional grounds not included in the respective Nevada Attorney General’s motion. The Company and other retailer defendants have filed a similar joint motion in the Illinois matter but no ruling has been made on the motion. Although an adverse resolution of claims relating to the failure to collect sales or other taxes on online sales could have a material effect on the results of the operations of the Company for the applicable period or periods, the Company does not believe that any such claims will have a material adverse effect on its liquidity or financial position.

On October 22, 2004, Ann Arbor Store No. 1 L.L.C. (the “Plaintiff “), a variable interest entity formed by Agree LP and Agree Realty Corporation (collectively “Agree”) that leases to the Company the Borders store and adjacent office space in downtown Ann Arbor, Michigan (the “Property”), filed a Complaint for Declaratory Relief against the Company. The Complaint seeks a judgment ordering the Company to execute a lease for the Property at a rental rate that the Company disputes, as well as other relief. The litigation relates to the calculation of rent under a 1996 agreement pursuant to which the Plaintiff and the Company agreed to enter into a long-term lease of the Property upon the termination of the Company’s synthetic lease financing facility, which occurred in July of 2004. The Company has filed an Answer disputing the rent calculation of Plaintiff, and a Counterclaim against the Plaintiff and a Third Party Complaint against Agree seeking a declaratory judgment relating to the rent payable under the long-term lease, damages and other relief. The Company repaid a loan in the amount of approximately $9.7 in connection with the termination of the synthetic lease facility, which was accounted for as prepaid rent on the Property, as discussed in “Note 3 – Financing – Lease Financing Facilities”. Agree contends the Company should not be given credit for the repayment of the loan in determining the annual rent under the long-term lease on the Property. An adverse decision could result in the impairment of all or a portion of this asset, as well as a rental obligation under the long-term lease in an amount greater than is currently being paid and accrued for by the Company. The parties have agreed to engage in a non-binding facilitation process in an effort to resolve the dispute.

In addition to the matters described above, the Company is, from time to time, involved in or affected by other litigation incidental to the conduct of its businesses.

Relationship with Kmart — General: Prior to its initial public offering in May 1995, the Company was a subsidiary of Kmart Corporation (Kmart); Kmart currently owns no shares of common stock of the Company. On January 22, 2002, Kmart filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code, and emerged from Chapter 11 on May 6, 2003. Such filings have not affected the operations of the Company.

Kmart and the Company continue to have the following contractual relationships.

Tax Allocation and Indemnification Agreement: Prior to the completion of its initial public offering (IPO), the Company was included in the consolidated federal income tax returns of Kmart and filed on a combined basis with Kmart in certain states. Pursuant to a tax allocation and indemnification agreement between the Company and Kmart (Tax Allocation Agreement) the Company will remain obligated to pay to Kmart any income taxes the Company would have had to pay if it had filed separate tax returns for the tax period beginning on January 26, 1995, and ending on June 1, 1995, the date of the consummation of the IPO (to the extent that it has not

7

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

previously paid such amounts to Kmart). In addition, if the tax liability attributable to the Company for any previous tax period during which the Company was included in a consolidated federal income tax return filed by Kmart or a combined state return is adjusted as a result of an action of a taxing authority or a court, then the Company will pay to Kmart the amount of any increase in such liability and Kmart has agreed to pay to the Company the amount of any decrease in such liability (in either case together with interest and penalties). The Company’s tax liability for previous years will not be affected by any increase or decrease in Kmart’s tax liability if such increase or decrease is not directly attributable to the Company. After completion of the IPO, the Company continued to be subject under existing federal regulations to several liability for the consolidated federal income taxes for any tax year in which it was a member of any consolidated group of which Kmart was the common parent. Pursuant to the Tax Allocation Agreement, however, Kmart agreed to indemnify the Company for any federal income tax liability of Kmart or any of its subsidiaries (other than that which is attributable to the Company) that the Company could be required to pay and the Company agreed to indemnify Kmart for any of the Company’s separate company taxes.

Lease Guaranty Agreement: Borders’ leases for 13 of its retail stores and its distribution center in Harrisburg, Pennsylvania have been guaranteed by Kmart. Under the terms of a lease guaranty, indemnification and reimbursement agreement entered into upon completion of the IPO, as amended, (Lease Guaranty Agreement), the underlying leases will be transferable by Borders, subject to a right of first refusal in favor of Kmart with respect to sites within a three-mile radius of a Kmart store and, with respect to all other sites, a right of first offer in favor of Kmart. The Company and Borders are required to indemnify Kmart with respect to (i) any liabilities Kmart may incur under the lease guarantees, except those liabilities arising from the gross negligence or willful misconduct of Kmart, and (ii) any losses incurred by Kmart after taking possession of any particular premises, except to the extent such losses arise solely from the acts or omissions of Kmart. Under the terms of the Lease Guaranty Agreement, in the event of (i) the Company’s or Borders’ failure to provide any required indemnity, (ii) a knowing and material violation of the limitations on transfers of guaranteed leases set forth in the agreement, or (iii) certain events of bankruptcy, Kmart will have the right to assume any or all of the guaranteed leases and to take possession of all of the premises underlying such guaranteed leases; provided, that in the event of a failure or failures to provide required indemnities, the remedy of taking possession of all of the premises underlying the guaranteed leases may be exercised only if such failures relate to an aggregate liability of $10.0 or more and only if Kmart has provided 100 days’ prior written notice. In the event of a failure to provide required indemnities resulting in losses of more than the equivalent of two months rent under a particular lease but less than $10.0, Kmart may exercise such remedy of possession as to the premises underlying the guaranteed lease or leases to which the failure to provide the indemnity relates and one additional premise for each such premises to which the failure relates, up to a maximum, in any event, of five additional premises, and thereafter, with respect to such additional premises, Kmart remedies and indemnification rights shall terminate. In the event of a failure to provide required indemnities resulting in liabilities of less than the equivalent of two months rent under a particular lease, Kmart may exercise such remedy of possession only as to the premises underlying the guaranteed lease or leases to which the failure to provide the indemnity relates. The Lease Guaranty Agreement will remain in effect until the expiration of all lease guarantees, which the Company believes will be in January 2020.

NOTE 3 - FINANCING

Credit Agreement. The Company has a Multicurrency Revolving Credit Agreement (the “Credit Agreement”), which was amended in July 2004 and will expire in July 2009. The Credit Agreement provides for borrowings of up to $500.0 (which may be increased to $700.0 under certain circumstances) secured by eligible inventory and accounts receivable and related assets. Borrowings under the Credit Agreement are limited to a specified percentage of eligible inventories and accounts receivable and bear interest at a variable base rate plus an increment or LIBOR plus an increment at the Company’s option. The Credit Agreement (i) includes a fixed charge coverage ratio requirement of 1.1 to 1 that is applicable only if outstanding borrowings under the facility exceed 90% of permitted borrowings thereunder, (ii) contains covenants that limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, consolidate or merge or dispose of assets, (iii) prohibits dividend payments and share repurchases that would result in borrowings under the facility exceeding 90% of permitted borrowings thereunder, and (iv) contains default provisions that are typical for this type of financing, including a cross default provision relating to other indebtedness of more than $25.0. The Company had borrowings outstanding under the Credit Agreement of $127.7 at October 24, 2004, $136.9 at October 26, 2003 and $126.9 at January 25, 2004.

8

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

Term Loan. On July 30, 2002, the Company issued $50.0 of senior guaranteed notes (the “Notes”) due July 30, 2006 and bearing interest at 6.31% (payable semi-annually). The proceeds of the sale of the Notes were used to refinance existing indebtedness of the Company and its subsidiaries and for general corporate purposes. The note purchase agreement relating to the Notes contains covenants which limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, engage in any merger or consolidation, dispose of assets or change the nature of its business, and requires the Company to meet certain financial measures regarding net worth, total debt coverage and fixed charge coverage. In July 2004, the note purchase agreement was amended to permit the amendment to the Credit Agreement described above and to provide for a parity lien to secure the Notes on the same collateral as secures borrowings under the Credit Agreement.

Lease Financing Facilities. The Company had two lease financing facilities (the Original Lease Facility and the New Lease Facility, collectively, the Lease Financing Facilities) to finance new stores and other property owned by unaffiliated entities and leased to the Company or its subsidiaries. In July 2004, the Company repaid all amounts outstanding under the Lease Financing Facilities (totaling $13.8) on behalf of the two borrowing variable interest entities (VIEs). The Company has recorded this debt repayment as a prepayment of a portion of the rent expense for occupancy through 2024, and has classified the current portion as a component of “Accounts receivable and other current assets,” and the non-current portion as a component of “Other assets” on the consolidated balance sheets at October 24, 2004. In conjunction with this transaction, the Lease Financing Facilities were terminated.

Consolidated VIEs. As a result of the repayment and termination of the Lease Financing Facilities, the Company deconsolidated the two VIEs which had participated in the Lease Financing Facilities as of July 25, 2004, pursuant to the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). The deconsolidation of the two VIEs resulted in a reduction of land, property and equipment, net of accumulated depreciation, of $12.5, short-term borrowings of $13.8, and minority interest of $1.3 at July 25, 2004. The Company also recorded an after-tax gain of $1.7 as a result of the deconsolidation of these VIEs. These amounts have been treated as non-cash items on the consolidated statements of cash flows.

Separately, the Company is the primary beneficiary of two VIEs due to the Company’s guarantee of the debt of these entities. As a result, the Company consolidates these VIEs and has recorded property and equipment, net of accumulated depreciation, of $5.5, long-term debt of $5.8, and minority interest of $0.4 at October 24, 2004.

Mortgage Notes: During 1994, the Company entered into agreements in which leases with respect to four Borders locations served as collateral for certain mortgage pass-through certificates. These mortgage pass-through certificates included a provision requiring the Company to repurchase the underlying mortgage notes in certain events. In the fourth quarter of 2001, the Company was obligated to purchase the notes for $33.5, due to Kmart Corporation’s (the former guarantor of the leases) failure to maintain investment grade credit ratings. As a result, the Company has categorized this prepaid rent amount as part of “Other assets” in the consolidated balance sheets and is amortizing the balance over each property’s remaining lease term. The remaining balance at October 24, 2004 was approximately $27.3.

NOTE 4 – STOCK-BASED BENEFIT PLANS

The Company accounts for equity-based compensation under the guidance of APB No. 25. As permitted, the Company has adopted the disclosure-only option of Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation” (FAS 123). The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation:

9

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

NOTE 5 - SEGMENT INFORMATION

The Company is organized based upon the following operating segments: domestic Borders stores, Waldenbooks stores, International Borders, Books etc. and Paperchase stores, and Corporate (consisting of the unallocated portion of interest expense, certain corporate governance costs, and corporate incentive costs).

Segment data includes charges allocating all corporate support costs to each segment. Transactions between segments, consisting principally of inventory transfers, are recorded primarily at cost. Interest income and expense are allocated to segments based upon the cash flow generated or absorbed by those segments. The Company utilizes fixed interest rates, approximating the Company’s medium-term borrowing and investing rates, in calculating segment interest income and expense. The Company evaluates the performance of its segments and allocates resources to them based on anticipated future contribution.

Total assets for the Corporate segment include certain corporate headquarters property and equipment, net of accumulated depreciation, of $68.9 and $72.2 at October 24, 2004 and October 26, 2003, respectively, whose related depreciation expense has been allocated to the Borders, Waldenbooks and International segments. Depreciation expense allocated to the Borders segment totaled $2.5 and $2.8 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $7.3 and $8.6 for the 39 weeks ended October 24, 2004 and October 26, 2003, respectively. Depreciation expense allocated to the Waldenbooks segment totaled $1.2 and $1.4 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $3.5 and $4.4 for the 39 weeks ended October 24, 2004 and October 26, 2003, respectively. Depreciation expense allocated to the International segment totaled $0.0 and $0.0 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $0.1 and $0.0 for the 39 weeks ended October 24, 2004 and October 26, 2003 respectively.

10

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

NOTE 6 – SALE-LEASEBACK TRANSACTION

In March 2004, the Company entered into an agreement with GE Pension Limited to sell and subsequently leaseback a Company-owned property owned by its Books, Etc. subsidiary. There were no future commitments, obligations, provisions, or circumstances included in either the sale contract or the lease contract that would result in the Company’s continuing involvement; therefore, the assets associated with the property were removed from the Company’s condensed consolidated balance sheets.

The transaction was recorded in the International segment. The sale proceeds were $32.3 and the net book value of the property upon the completion date of the sale was $28.4. Direct costs associated with the transaction were $0.4. A deferred gain of $3.5 was recorded on the consolidated balance sheets in “Other long-term liabilities” and is being amortized over the 20-year term of the operating lease.

NOTE 7 - ACQUISITION OF PAPERCHASE PRODUCTS, LTD.

In July 2004, the Company invested cash of $24.1, including debt repayment of $4.1, in connection with an increase in its 15% equity stake in Paperchase Products, Ltd. (Paperchase), a leading stationery retailer in the United Kingdom, to 97%, which was allocated primarily to fixed assets, inventory and goodwill of $28.0. The Company also recorded minority interest of $1.1. During the third quarter of 2004, the Company received an independent valuation of the acquired assets of Paperchase, and as a result, recorded fair market value adjustments to the purchased value of fixed assets and intangible assets, resulting in a $9.0 reduction of the previously-recorded goodwill balance. At the time of the acquisition, Paperchase operated 61 locations, including more than a third of which are located inside Borders International superstores. The acquisition has been accounted for as a purchase in the Company’s International segment. The acquisition was not material to the consolidated statements of operations, the consolidated balance sheets, or the consolidated statements of cash flows of the Company.

NOTE 8 – SEATTLE’S BEST COFFEE LICENSING AGREEMENT

In August 2004, the Company entered into a licensing agreement with Seattle’s Best Coffee LLC (SBC), a wholly-owned subsidiary of Starbucks Corporation, through which the Company will operate SBC-branded cafés within substantially all of the Company’s existing Borders superstores in the continental U.S. and Alaska and new stores in that territory as they are opened. Cafés located within

11

BORDERS GROUP, INC.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions except per share data)

existing Borders superstores will be converted to SBC cafés beginning in early 2005, and continue over the next few years. The SBC cafés will continue to be managed and staffed by Company employees, who will be trained on SBC brand standards and procedures. SBC will also provide brand direction and oversight, as well as in-store promotional support, and will receive royalty payments from the Company.

NOTE 9 - NEW ACCOUNTING GUIDANCE

On March 31, 2004, the Financial Accounting Standards Board (FASB) issued an exposure draft, “Share-Based Payment, an Amendment of FASB Statements No. 123 and 95".  The proposed change in accounting would replace existing requirements under SFAS 123, “Accounting for Stock-Based Compensation”, and APB Opinion No. 25, “Accounting for Stock Issued to Employees”.  The exposure draft covers a wide range of equity-based compensation arrangements.  Under the FASB’s proposal, all forms of share-based payments to employees, including employee stock options, would be treated the same as other forms of compensation by recognizing the related cost in the income statement.  The expense of the award would generally be measured at fair value at the grant date.  The comment period for the exposure draft ended on June 30, 2004 and final rules are expected to be issued in late 2004.  The standard would be applicable for fiscal quarters beginning after June 30, 2005.  The Company will evaluate the impact of any change in the accounting standards on the Company’s financial position and results of operations when the final rules are issued.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Borders Group, Inc., through its subsidiaries, Borders, Inc. (Borders), Walden Book Company, Inc. (Waldenbooks), Borders U.K. Limited, Borders Australia Pty Limited and others (individually and collectively, “the Company”), is the second largest operator of book, music and movie superstores and the largest operator of mall-based bookstores in the world based upon both sales and number of stores. At October 24, 2004, the Company operated 498 superstores under the Borders name, including 24 in the United Kingdom, 11 in Australia, two in Puerto Rico, and one each in Singapore and New Zealand. The Company also operated 710 mall-based and other bookstores primarily under the Waldenbooks name, 36 bookstores under the Books etc. name in the United Kingdom and 72 Paperchase locations, also in the United Kingdom, approximately one-third of which are located inside Borders International superstores.

The Company’s business strategy is to continue its growth and increase its profitability through (i) expanding and refining its core domestic superstore business, (ii) driving International growth by expanding established markets and leveraging infrastructure investments, (iii) leveraging strategic alliances and in-store Web-based commerce technologies which enhance the customer experience, and (iv) maximizing cash flow and profitability at Waldenbooks through a combination of selective growth and profit initiatives. Specifically, by the end of 2004 the Company will have opened 19 domestic Borders stores and will have undertaken an expanded remodel program, through which the Company will have completed close to 40 major remodels of existing stores. International store growth over the next several years will primarily focus on existing markets with approximately six to eight International store openings expected annually. The International segment achieved full year profitability for the first time in 2003 and full year profit growth is expected going forward. The Waldenbooks segment has experienced negative comparable store sales percentages for the past several years primarily due to the overall decrease in mall traffic and the impact of superstore openings. Waldenbooks manages the Company’s kiosks and small format stores, including those in airports and outlet malls and selective growth in these small format stores is expected in 2004. The Company’s objectives with respect to these initiatives are to continue to grow consolidated sales, earnings, and free cash flow in 2004. These initiatives could result in store closing costs, store asset write offs or asset impairments over the next few years. In addition, subject to Board approval, the Company plans to provide returns to stockholders through quarterly cash dividends and share repurchases by utilizing free cash flow generated by the business. In September 2004, the Board of Directors declared a quarterly cash dividend of $0.08 per share on the Company’s common stock, payable October 27, 2004 to stockholders of record at the close of business October 6, 2004. In May 2003, the Board of Directors authorized an increase in the amount of share repurchases to $150 million (plus any proceeds and tax benefits resulting from stock option exercises and tax benefits resulting from restricted shares purchased by employees from the Company).

12

From May 1998 to August 2001, the Company operated an Internet commerce site, Borders.com. In 2001, the Company entered into an agreement with an affiliate of Amazon.com, Inc. (Amazon) for Amazon to develop and operate a Web site utilizing the Borders.com URL (the “Mirror Site”). Operation of the Mirror Site began August 1, 2001. As of that date, the Company stopped selling merchandise via its Company-owned and - -operated Borders.com Web site (and the Internet). In 2002, the Company entered into an additional agreement with Amazon for Amazon to develop and operate a Web site utilizing the Waldenbooks.com URL (the “Second Mirror Site”). Operation of the Second Mirror Site began November 11, 2002. In 2004, the Company entered into an additional agreement with a UK affiliate of Amazon for Amazon to develop and operate a Web site utilizing the Borders.co.uk and Booksetc.co.uk URLs (the “Third Mirror Site”). The Third Mirror Site launched in October 2004.

Under these agreements, Amazon is the merchant of record for all sales made through the Mirror Sites, and determines all prices and other terms and conditions applicable to such sales. Amazon is responsible for the fulfillment of all products sold through the Mirror Sites and retains all payments from customers. The Company receives referral fees for products purchased through the Mirror Sites. The agreements contain mutual indemnification provisions, including provisions that essentially allocate between the parties responsibilities with respect to any liabilities for sales, use and similar taxes, including penalties and interest, associated with products sold on the Mirror Sites. Currently, taxes are not collected with respect to products sold on the Mirror Sites except in certain states.

Also in 2002, Borders entered into an agreement with Amazon to allow customers ordering certain book, music and movie products through certain of Amazon’s Web sites to purchase and pick up their merchandise at Borders stores in the United States (Express In-Store Pick Up). Under this agreement, the Company is the merchant of record for all sales made through this service, and determines all prices and other terms and conditions applicable to such sales. The Company fulfills all products sold through Express In-Store Pick Up. In addition, the Company assumes all risk, cost and responsibility related to the sale and fulfillment of all products sold. The Company recognizes revenue upon customers’ pick up of the merchandise at the store, and classifies this revenue as a component of “Sales” in the Company’s consolidated statements of operations. The Company also pays referral fees to Amazon pursuant to this agreement. This service was offered to customers beginning November 27, 2002.

In July 2004, the Company invested cash of $24.1 million, including debt repayment of $4.1 million, in connection with an increase in its 15% equity stake in Paperchase Products, Ltd. (Paperchase), a leading stationery retailer in the United Kingdom, to 97%, which was allocated primarily to fixed assets, inventory and goodwill of $28.0 million. The Company also recorded minority interest of $1.1 million. During the third quarter of 2004, the Company received an independent valuation of the acquired assets of Paperchase, and as a result, recorded fair market value adjustments to the purchased value of fixed assets and intangible assets, resulting in a $9.0 reduction of the previously-recorded goodwill balance. At the time of the acquisition, Paperchase operated 61 locations, including more than a third of which are located inside Borders International superstores. The acquisition has been accounted for as a purchase in the Company’s International segment. The acquisition was not material to the consolidated statements of operations, the consolidated balance sheets, or the consolidated statements of cash flows of the Company.

In August 2004, the Company entered into a licensing agreement with Seattle’s Best Coffee LLC (SBC), a wholly-owned subsidiary of Starbucks Corporation, through which the Company will operate SBC-branded cafés within substantially all of the Company’s existing Borders superstores in the continental U.S. and Alaska and new stores in that territory as they are opened. Cafés located within existing Borders superstores will be converted to SBC cafés beginning in early 2005, and continue over the next few years. The SBC cafés will continue to be managed and staffed by Company employees, who will be trained on SBC brand standards and procedures. SBC will also provide brand direction and oversight, as well as in-store promotional support, and will receive royalty payments from the Company.

The Company has signed a memorandum of understanding with Berjaya Group Berhad, a publicly listed diversified corporation headquartered in Malaysia, to establish a franchise arrangement under which Berjaya will operate Borders stores in Malaysia, the first of which is expected to open in April 2005.

The Company’s third quarters of 2004 and 2003 consisted of the 13 weeks ended October 24, 2004 and October 26, 2003, respectively.

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Results of Operations

The following table presents the Company’s consolidated statements of operations data, as a percentage of sales, for the periods indicated.

Consolidated Results -- Comparison of the 13 weeks ended October 24, 2004 to the 13 weeks ended October 26, 2003

Sales

Consolidated sales increased $25.4 million, or 3.1%, to $833.3 million in 2004 from $807.9 million in 2003. This resulted primarily from increased sales in the Borders and International segments, partially offset by a decrease in the Waldenbooks segment.

Comparable store sales for all Borders superstores decreased 1.6% in the 13 weeks ended October 24, 2004. Comparable store sales measures for all Borders superstores, which are based upon a 52-week year, include all stores open more than one year except those not offering music (of which there are 10, representing approximately 2% of total sales). New stores are included in the calculation of comparable store sales measures upon the 13th month of operation. The comparable store sales decrease for 2004 was due primarily to decreased store traffic, a slowdown in sales of bestsellers and continued negative comparable store sales in the music category. Partially offsetting this decrease was positive comparable store sales in the movie category. Sales of movies improved on a comparable store basis primarily as the result of increased sales of digital videodiscs (DVDs). The impact of price changes on comparable store sales was not significant.

Waldenbooks’ comparable store sales decreased 4.1% in the 13 weeks ended October 24, 2004. Waldenbooks’ comparable store sales measures, which are based upon a 52-week year, include all stores open more than one year. New stores are included in the calculation of comparable store sales measures upon the 13th month of operation. The Company’s seasonal mall-based kiosks are also included in Waldenbooks’ comparable store sales measures. The comparable store sales decrease for 2004 was primarily due to a decline in store traffic due to the sluggish mall environment. The impact of price changes on comparable store sales was not significant.

Other revenue

Other revenue consists primarily of membership income from Waldenbooks’ Preferred Reader Program.

Until October 2004, Waldenbooks sold memberships in its Preferred Reader Program, which offers members discounts on purchases and other benefits. Waldenbooks has begun de-emphasizing its Preferred Reader Program and is replacing it with other promotional programs in order to maximize long-term sales and earnings. The Company recognizes membership income on a straight-line basis over the 12-month term of the membership, and categorizes the income as “Other revenue” in the Company’s consolidated statements of operations. Discounts on purchases are netted against “Sales” in the Company’s consolidated statements of operations.

Due primarily to the change in the Preferred Reader Program, other revenue has decreased $3.9 million, or 42.4%, to $5.3 million in 2004 from $9.2 million in 2003.

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Gross margin

Consolidated gross margin increased $6.3 million, or 3.1%, to $212.4 million in 2004 from $206.1 million in 2003. As a percentage of sales, consolidated gross margin remained flat at 25.5% in 2004 as compared to 2003. This was mainly due to the Borders and International segments’ gross margin as a percentage of sales increasing, offset by a decrease in the Waldenbooks segment. In the Borders and International segments, this was primarily due to a reduction in markdowns due to decreased sales of bestsellers in 2004 as compared to 2003. The decrease in the Waldenbooks segment was due to decreased other revenue as a percentage of sales due to the change in the Preferred Reader Program, as previously discussed, as well as increased occupancy expense as a percentage of sales, as a result of occupancy costs for stores open more than one year remaining essentially flat while comparable store sales declined.

The Company classifies the following items as “Cost of merchandise sold (includes occupancy)” on its consolidated statements of operations: product costs and related discounts, markdowns, freight, shrinkage, capitalized inventory costs, distribution center costs (including payroll, rent, supplies, depreciation, and other operating expenses), and store occupancy costs (including rent, common area maintenance, depreciation, repairs and maintenance, taxes, insurance, and others). The Company’s gross margin may not be comparable to that of other retailers, which may exclude the costs related to their distribution network from cost of sales and include them in other financial statement lines.

Selling, general and administrative expenses

Consolidated selling, general and administrative expenses (SG&A) increased $9.4 million, or 4.7%, to $210.8 million in 2004 from $201.4 million in 2003. As a percentage of sales, SG&A increased to 25.3% in 2004 from 24.9% in 2003. This increase primarily resulted from an increase in SG&A expenses as a percentage of sales for the Borders, Waldenbooks and International segments. This resulted from increased store payroll and store expenses as a percentage of sales in all segments due to the decline in comparable store sales, as well as increased corporate payroll costs in the International segment as a percentage of sales. These increases were partially offset by decreased corporate payroll costs as a percentage of sales in the Borders segment as a result of disciplined cost controls at the corporate level.

The Company classifies the following items as “Selling, general and administrative expenses” on its consolidated statements of operations: store and administrative payroll, utilities, supplies and equipment costs, credit card and bank processing fees, bad debt, legal and consulting fees, certain advertising income and expenses and others.

Interest expense

Consolidated interest expense remained flat at $2.2 million in 2004 as compared to 2003.

Taxes

The effective tax rate for the years presented differed from the federal statutory rate primarily as a result of state income taxes. The Company’s effective tax rate used was 37.0% in 2004 compared to 38.0% in 2003.

Net income

Due to the factors mentioned above, net loss as a percentage of sales was 0.2% in 2004 as compared to net income as a percentage of sales of 0.1% in 2003, and net loss was $1.5 million in 2004 compared to net income of $0.5 million in 2003.

Consolidated Results -- Comparison of the 39 weeks ended October 24, 2004 to the 39 weeks ended October 26, 2003

Sales

Consolidated sales increased $125.0 million, or 5.2%, to $2,511.2 million in 2004 from $2,386.2 million in 2003. This resulted primarily from increased sales in the Borders and International segments, partially offset by a decrease in the Waldenbooks segment.

Comparable store sales for all Borders superstores increased 0.7% in the 39 weeks ended October 24, 2004. Comparable store sales measures for all Borders superstores, which are based upon a 52-week year, include all stores open more than one year except those not offering music (of which there are 10, representing approximately 2% of total sales). New stores are included in the calculation of comparable store sales measures upon the 13th month of operation. The comparable store sales increase for 2004 was due primarily to

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the movie and gifts and stationery categories, which experienced strong positive comparable store sales, as well as slightly positive comparable store sales of books on a year-to-date basis, partially offset by negative comparable store sales in the music category. Sales of movies improved on a comparable store basis primarily as the result of increased sales of digital videodiscs (DVDs). Sales of the gifts and stationery category also increased, principally the result of category management initiatives resulting in product enhancements, improved placements, and a slight increase in space allocation. The impact of price changes on comparable store sales was not significant.

Waldenbooks’ comparable store sales decreased 2.2% in the 39 weeks ended October 24, 2004. Waldenbooks’ comparable store sales measures, which are based upon a 52-week year, include all stores open more than one year. New stores are included in the calculation of comparable store sales measures upon the 13th month of operation. The Company’s seasonal mall-based kiosks are also included in Waldenbooks’ comparable store sales measures. The comparable store sales decrease for 2004 was primarily due to the sluggish mall environment and a challenging comparison to a year ago when the fifth book in the Harry Potter series was released. The impact of price changes on comparable store sales was not significant.

Other revenue

Other revenue consists primarily of membership income from Waldenbooks’ Preferred Reader Program.

Until October 2004, Waldenbooks sold memberships in its Preferred Reader Program, which offers members discounts on purchases and other benefits. As discussed previously, Waldenbooks has begun de-emphasizing its Preferred Reader Program and is replacing it with other promotional programs in order to maximize long-term sales and earnings. The Company recognizes membership income on a straight-line basis over the 12-month term of the membership, and categorizes the income as “Other revenue” in the Company’s consolidated statements of operations. Discounts on purchases are netted against “Sales” in the Company’s consolidated statements of operations.

Due primarily to the change in the Preferred Reader Program, other revenue has decreased $5.0 million, or 20.9%, to $18.9 million in 2004 from $23.9 million in 2003.

Gross margin

Consolidated gross margin increased $39.1 million, or 6.4%, to $646.8 million in 2004 from $607.7 million in 2003. As a percentage of sales, consolidated gross margin increased to 25.8% in 2004 from 25.5% in 2003. This was primarily due to the Borders and International segments’ gross margin as a percentage of sales increasing, partially offset by a decrease in the Waldenbooks segment. In the Borders and International segments, the increase was primarily due to higher bestseller discounts in 2003 related to the release of the fifth book in the Harry Potter series, and to a lesser degree reduced discounts due to the slowdown in sales of other bestsellers in the third quarter. The decrease in the Waldenbooks segment was due to decreased other revenue as a percentage of sales due to the change in the Preferred Reader Program, as previously discussed.

The Company classifies the following items as “Cost of merchandise sold (includes occupancy)” on its consolidated statements of operations: product costs and related discounts, markdowns, freight, shrinkage, capitalized inventory costs, distribution center costs (including payroll, rent, supplies, depreciation, and other operating expenses), and store occupancy costs (including rent, common area maintenance, depreciation, repairs and maintenance, taxes, insurance, and others). The Company’s gross margin may not be comparable to that of other retailers, which may exclude the costs related to their distribution network from cost of sales and include them in other financial statement lines.

Selling, general and administrative expenses

Consolidated selling, general and administrative expenses (SG&A) increased $25.4 million, or 4.3%, to $620.3 million in 2004 from $594.9 million in 2003. As a percentage of sales, SG&A decreased to 24.8% in 2004 from 25.0% in 2003. This decrease primarily resulted from a decrease in SG&A expenses as a percentage of sales for the Borders and International segments, partially offset by an increase in SG&A expenses as a percentage of sales for the Waldenbooks segment. The improvement in the Borders segment resulted from reduced corporate non-payroll costs as a percentage of sales, and the improvement in the International segment resulted from reduced store payroll costs as a percentage of sales. The increase in the Waldenbooks segment was primarily due to increased store payroll costs and store operating expenses as a percentage of sales as a result of the decline in comparable store sales.

The Company classifies the following items as “Selling, general and administrative expenses” on its consolidated statements of

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operations: store and administrative payroll, utilities, supplies and equipment costs, credit card and bank processing fees, bad debt, legal and consulting fees, certain advertising income and expenses and others.

Interest expense

Consolidated interest expense decreased $0.5 million, or 7.1%, to $6.5 million in 2004 from $7.0 million in 2003. This was primarily due to lower average debt levels in 2004 as compared to 2003, which primarily resulted from increased cash flow generated by the Borders segment.

Taxes

The effective tax rate for the years presented differed from the federal statutory rate primarily as a result of state income taxes. The Company’s effective tax rate used was 37.0% in 2004 compared to 38.0% in 2003.

Net income

Due to the factors mentioned above, net income as a percentage of sales increased to 0.4% in 2004 from 0.0% in 2003, and net income dollars increased to $10.0 million in 2004 from $0.2 million in 2003.

Segment Results

The Company is organized based upon the following operating segments: domestic Borders stores, Waldenbooks stores, International Borders, Books etc. and Paperchase stores, and Corporate (consisting of the unallocated portion of interest expense, certain corporate governance costs and corporate incentive costs). See “Note 5 - Segment Information” in the notes to consolidated financial statements for further information relating to these segments.

Segment data includes charges allocating all corporate headquarters costs to each segment. Interest income and expense are allocated to segments based upon the cash flow generated or absorbed by those segments. The Company utilizes fixed interest rates, approximating the Company’s medium-term borrowing and investing rates, in calculating segment interest income and expense.

Borders

Borders - Comparison of the 13 weeks ended October 24, 2004 to the 13 weeks ended October 26, 2003

Sales

Borders’ sales increased $12.4 million, or 2.2 %, to $564.1 million in 2004 from $551.7 million in 2003. This increase was comprised of non-comparable sales primarily associated with 2004 and 2003 store openings of $26.6 million and comparable store sales decreases of $14.2 million.

Gross margin

Gross margin as a percentage of sales increased to 27.1% in 2004 from 26.8% in 2003, primarily due to decreases in markdowns of 0.7%, resulting from greater sales discounts on popular new-release titles in 2003. Partially offsetting the decrease in these costs were higher store occupancy costs of 0.4% as a percentage of sales.

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Gross margin dollars increased $4.8 million, or 3.2%, to $152.9 million in 2004 from $148.1 million in 2003, which was primarily due to increased sales and the increase in gross margin as a percentage of sales.

Selling, general and administrative expenses

SG&A as a percentage of sales increased to 24.7% in 2004 from 24.4% in 2003. This was primarily due to increased store payroll expense of 0.2% and increased store operating expenses and other costs of 0.4% as a percentage of sales, resulting from the decrease in comparable store sales, partially offset by decreased corporate payroll costs of 0.3% as a percentage of sales.

SG&A dollars increased $4.8 million, or 3.6%, to $139.1 million in 2004 from $134.3 million in 2003 primarily due to increased store payroll and non-payroll expenses resulting from new store openings, partially offset by decreases in corporate payroll and non-payroll expenses due to disciplined cost controls at the corporate level.

Depreciation expense

Depreciation expense decreased $0.6 million, or 3.4 %, to $17.1 million in 2004 from $17.7 million in 2003. This was primarily due to the maturation of the store base.

Interest income

Borders interest income increased $1.0 million to $1.1 million in 2004 from $0.1 million in 2003. This was primarily due to the increased generation of positive cash flow.

Net income

Due to the factors mentioned above, net income as a percentage of sales increased to 1.5% in 2004 from 1.3% in 2003, and net income dollars increased to $8.3 million in 2004 from $7.4 million in 2003.

Borders - Comparison of the 39 weeks ended October 24, 2004 to the 39 weeks ended October 26, 2003

Sales

Borders’ sales increased $91.0 million, or 5.5%, to $1,734.2 million in 2004 from $1,643.2 million in 2003. This increase was comprised of non-comparable sales primarily associated with 2004 and 2003 store openings of $94.8 million and comparable store sales decreases of $3.8 million.

Gross margin

Gross margin as a percentage of sales increased to 27.4% in 2004 from 26.9% in 2003, primarily due to decreases in markdowns of 0.7% as a percentage of sales, primarily due to higher bestseller discounts in 2003 related to the release of the fifth book in the Harry Potter series, and to a lesser degree reduced discounts due to the slowdown in sales of other bestsellers in the third quarter. Partially offsetting the decrease in these costs were higher store occupancy costs of 0.2% as a percentage of sales.

Gross margin dollars increased $32.5 million, or 7.4%, to $474.5 million in 2004 from $442.0 million in 2003, which was primarily due to increased sales and the increase in gross margin as a percentage of sales.

Selling, general and administrative expenses

SG&A as a percentage of sales decreased to 24.2% in 2004 from 24.5% in 2003. This was primarily due to a decrease of 0.6% in corporate payroll and non-payroll costs as a percentage of sales, due to disciplined cost controls at the corporate level, partially offset by an increase of 0.3% in advertising expense as a percentage of sales.

SG&A dollars increased $16.7 million, or 4.2%, to $418.8 million in 2004 from $402.1 million in 2003 primarily due to increased store payroll and non-payroll expenses resulting from new store openings, partially offset by a decrease in corporate payroll and non-payroll costs due to disciplined cost controls at the corporate level.

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Depreciation expense

Depreciation expense decreased $1.2 million, or 2.3 %, to $51.2 million in 2004 from $52.4 million in 2003. This was primarily due to the maturation of the store base.

Interest income

Borders interest income increased $2.6 million to $4.0 million in 2004 from $1.4 million in 2003. This was primarily due to the increased generation of positive cash flow.

Net income

Due to the factors mentioned above, net income as a percentage of sales increased to 2.0% in 2004 from 1.4% in 2003, and net income dollars increased to $34.9 million in 2004 from $22.8 million in 2003.

Waldenbooks

Waldenbooks - Comparison of the 13 weeks ended October 24, 2004 to the 13 weeks ended October 26, 2003

Sales

Waldenbooks’ sales decreased $10.9 million, or 6.7%, to $150.6 million in 2004 from $161.5 million in 2003. This decrease was comprised of decreased comparable store sales of $6.4 million and decreased non-comparable sales associated with 2004 and 2003 store closings of $4.5 million.

Other revenue

Waldenbooks’ other revenue, which consists of membership income from the Preferred Reader Program, decreased $2.6 million, or 43.3%, to $3.4 million in 2004 from $6.0 million in 2003. This was due to the change in the Preferred Reader Program as previously discussed.

Gross margin

Gross margin as a percentage of sales decreased to 21.6% in 2004 from 23.5% in 2003. This was primarily due to a 1.5% decrease in other revenue as a percentage of sales, due to the change in the Preferred Reader Program, as previously discussed, as well as a 0.7% increase in occupancy as a percentage of sales, as a result of occupancy costs for stores open more than one year remaining essentially flat while comparable store sales declined, and an increase in freight costs as a percentage of sales of 0.1%. These factors were partially offset by a decrease in markdowns of 0.4%, due to decreased sales of bestsellers in 2004 as compared to 2003.

Gross margin dollars decreased $5.5 million, or 14.5%, to $32.5 million in 2004 from $38.0 million in 2003, primarily due to store closures and the decrease in comparable store sales.

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Selling, general and administrative expenses

SG&A as a percentage of sales increased to 29.5% in 2004 from 28.5% in 2003. This was primarily due to increased store payroll expense of 0.7% and increased store operating expenses of 0.3% as a percentage of sales, resulting from the decrease in comparable store sales.

SG&A dollars decreased $1.7 million, or 3.7%, to $44.4 million in 2004 from $46.1 million in 2003 primarily due to store closings.

Depreciation expense

Depreciation expense decreased $0.4 million, or 10.0%, to $3.6 million in 2004 from $4.0 million in 2003. This was primarily due to a lower fixed asset base resulting from prior year asset impairments and store closings.

Interest income

Interest income increased $0.5 million, or 5.2%, to $10.2 million in 2004 from $9.7 million in 2003. This was the result of Waldenbooks’ continued positive cash flow at fixed internal interest rates.

Net income (loss)

Due to the factors mentioned above, net loss as a percentage of sales was 0.7% in 2004 as compared to income as a percentage of sales of 0.4% in 2003, while net loss was $1.1 million in 2004 as compared to net income of $0.7 million in 2003.

Waldenbooks - Comparison of the 39 weeks ended October 24, 2004 to the 39 weeks ended October 26, 2003

Sales

Waldenbooks’ sales decreased $29.1 million, or 6.1%, to $451.4 million in 2004 from $480.5 million in 2003. This decrease was comprised of decreased comparable store sales of $9.9 million and decreased non-comparable sales associated with 2004 and 2003 store closings of $19.2 million.

Other revenue

Waldenbooks’ other revenue, which consists of membership income from the Preferred Reader Program, decreased $4.7 million, or 26.1%, to $13.3 million in 2004 from $18.0 million in 2003. This was due to the change in the Preferred Reader Program.

Gross margin

Gross margin as a percentage of sales decreased to 22.9% in 2004 from 23.3% in 2003. This was primarily due to a 0.8% decrease in other revenue as a percentage of sales, due to the change in the Preferred Reader Program, as well as an increase in freight costs as a percentage of sales of 0.1%. These factors were partially offset by a decrease in markdowns, product and other costs of 0.5%, due to a reduction in markdowns due to decreased sales of bestsellers in 2004 as compared to 2003.

Gross margin dollars decreased $8.7 million, or 7.8%, to $103.3 million in 2004 from $112.0 million in 2003, primarily due to store closings and the decrease in comparable store sales.

Selling, general and administrative expenses

SG&A as a percentage of sales increased to 28.3% in 2004 from 27.7% in 2003. This was primarily due to increased store payroll expense of 0.6% and increased store operating expenses of 0.2% as a percentage of sales, offset by a decrease in corporate non-payroll costs of 0.1% as a percentage of sales, due to disciplined cost controls at the corporate level, and decreased advertising expenses of 0.1% as a percentage of sales.

SG&A dollars decreased $5.3 million, or 4.0%, to $127.8 million in 2004 from $133.1 million in 2003 primarily due to store closings.

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Depreciation expense

Depreciation expense decreased $1.6 million, or 13.2%, to $10.5 million in 2004 from $12.1 million in 2003. This was primarily due to a lower fixed asset base resulting from prior year asset impairments and store closings.

Interest income

Interest income increased $2.7 million, or 9.5%, to $31.0 million in 2004 from $28.3 million in 2003. This was the result of Waldenbooks’ continued positive cash flow at fixed internal interest rates.

Net income

Due to the factors mentioned above, net income as a percentage of sales remained flat at 0.8% in 2004 as compared to 2003, while net income dollars decreased $0.4 million to $3.4 million in 2004 from $3.8 million in 2003.

International

International - Comparison of the 13 weeks ended October 24, 2004 to the 13 weeks ended October 26, 2003

Sales

International sales increased $23.9 million, or 25.2 %, to $118.6 million in 2004 from $94.7 million in 2003. Of this increase in sales, 9.9% was due to the translation of foreign currencies to U.S. dollars. The remaining 15.3% was the result of new superstore openings and comparable store sales increases. The impact of price changes on comparable store sales was not significant.

Gross margin

Gross margin as a percentage of sales increased to 22.8% in 2004 from 21.1% in 2003. Gross margin as a percentage of sales was impacted by a decrease in markdowns as a percentage of sales of 2.6%, resulting from greater sales discounts on popular new-release titles in 2003. Offsetting the decrease in these costs were higher store occupancy costs of 0.7% as a percentage of sales and increased freight costs of 0.2% as a percentage of sales.

Gross margin dollars increased $7.0 million, or 35.0%, to $27.0 million in 2004 from $20.0 million in 2003. Of this increase, $1.8 million is the result of translation of foreign currencies to U.S. dollars. The remainder of the increase is due to new superstore openings and the improved gross margin rate.

Selling, general and administrative expenses

SG&A as a percentage of sales increased to 21.7% in 2004 from 19.8% in 2003. This was primarily the result of increases in store payroll and non-payroll costs of 0.9%, corporate administrative expenses of 0.8% and advertising costs of 0.2% as a percentage of sales.

SG&A dollars increased $6.9 million, or 36.7%, to $25.7 million in 2004 from $18.8 million in 2003. Of this increase, $1.7 million is the result of translation of foreign currencies to U.S. dollars. The remainder of the increase is primarily due to store openings and the

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increased store payroll and operating expenses required.

Depreciation expense

Depreciation expense increased $0.7 million, or 23.3%, to $3.7 million in 2004 from $3.0 million in 2003. This was primarily due to depreciation expense recognized on new stores’ capital expenditures.

Interest expense

Interest expense increased $0.2 million, or 4.3%, to $4.9 million in 2004 from $4.7 million in 2003. This was primarily the result of currency fluctuations.

Net loss

Due to the factors mentioned above, net loss as a percentage of sales decreased to 1.8% in 2004 from 2.2% in 2003, and net loss dollars remained flat at $2.1 million in 2004 as compared to 2003.

International - Comparison of the 39 weeks ended October 24, 2004 to the 39 weeks ended October 26, 2003

Sales

International sales increased $63.1 million, or 24.0%, to $325.6 million in 2004 from $262.5 million in 2003. Of this increase in sales, 12.1% was due to the translation of foreign currencies to U.S. dollars. The remaining 11.9% was the result of new superstore openings and comparable store sales increases. The impact of price changes on comparable store sales was not significant.

Gross margin

Gross margin as a percentage of sales increased to 21.2% in 2004 from 20.5% in 2003. Gross margin as a percentage of sales was impacted by a decrease in markdowns of 1.4%, resulting from greater sales discounts on popular new-release titles in 2003, partially offset by higher store occupancy costs of 0.7% as a percentage of sales.

Gross margin dollars increased $15.3 million, or 28.5%, to $69.0 million in 2004 from $53.7 million in 2003. Of this increase, $5.9 million is the result of translation of foreign currencies to U.S. dollars. The remainder of the increase is due to new superstore openings and the improved gross margin rate.

Selling, general and administrative expenses

SG&A as a percentage of sales decreased to 21.0% in 2004 from 21.1% in 2003. This improvement was primarily the result of decreases in store payroll costs of 0.3% and store operating expenses of 0.1% as a percentage of sales, partially offset by an increase in advertising costs of 0.3% as a percentage of sales. Although these expenses increased in dollars, they increased at rates less than sales growth.

SG&A dollars increased $13.1 million, or 23.7%, to $68.4 million in 2004 from $55.3 million in 2003. Of this increase, $6.1 million is the result of translation of foreign currencies to U.S. dollars. The remainder of the increase is primarily due to store openings and the increased store payroll and operating expenses required.

Depreciation expense

Depreciation expense increased $1.5 million, or 17.0%, to $10.3 million in 2004 from $8.8 million in 2003. This was primarily due to depreciation expense recognized on new stores’ capital expenditures.

Interest expense

Interest expense decreased $0.1 million, or 0.7%, to $13.9 million in 2004 from $14.0 million in 2003. This was a result of interest earned on holdings from the sale of the Charing Cross property in the first quarter of 2004.

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Net loss

Due to the factors mentioned above, net loss as a percentage of sales decreased to 2.4% in 2004 from 3.7% in 2003, and net loss dollars decreased $1.9 million to $7.9 million in 2004 from $9.8 million in 2003.

Corporate

Corporate - Comparison of the 13 weeks ended October 24, 2004 to the 13 weeks ended October 26, 2003

The Corporate segment includes the unallocated portion of interest expense, certain corporate governance costs and corporate incentive costs.

Net loss dollars increased $1.1 million, or 20.0%, to $6.6 million in 2004 from $5.5 million in 2003. This was primarily due to increased interest expense for this segment resulting from increased borrowings to fund corporate stock repurchases in 2004. Interest expense represents corporate-level interest costs not charged to the Company’s other segments.

Corporate - Comparison of the 39 weeks ended October 24, 2004 to the 39 weeks ended October 26, 2003

Net loss dollars increased $3.8 million, or 22.9%, to $20.4 million in 2004 from $16.6 million in 2003. This was primarily due to increased interest expense for this segment resulting from increased borrowings to fund corporate stock repurchases in 2004. Interest expense represents corporate-level interest costs not charged to the Company’s other segments.

Liquidity and Capital Resources

The Company’s principal capital requirements are to fund the opening of new stores, the refurbishment and expansion of existing stores, continued investment in new corporate information technology systems, and maintenance spending on stores, distribution centers and corporate information technology.

Net cash used for operations was $75.9 million and $84.3 million for the 39 weeks ended October 24, 2004 and October 26, 2003, respectively. Operating cash inflows for the period primarily reflect operating results net of non-cash charges for depreciation, as well as an increase in accounts payable and other long-term liabilities and a decrease in accounts receivable. The current year operating cash outflows primarily resulted from increases in inventory, prepaid expenses and other long-term assets, as well as decreases in expenses payable, accrued liabilities and taxes payable during the period.

Net cash used for investing was $71.6 million, which primarily funded capital expenditures for new stores, the refurbishment of existing stores, new corporate information technology systems and the acquisition of Paperchase.

Capital expenditures were $73.9 million in 2004, which primarily reflects the opening of 17 new superstores and two new airport stores, operated by the Waldenbooks segment, as well as the remodel of 32 existing domestic superstores. Additional 2004 capital spending reflected continued investment in new buying and merchandising systems. In fiscal 2003, capital expenditures were $77.5 million, which primarily funded capital expenditures for new stores and the refurbishment of existing stores. Capital expenditures in 2003 reflect the opening of 39 new superstores and three new airport stores, operated by the Waldenbooks segment. Additional capital spending in 2003 reflected the development and installation of in-store web-based technology and spending on corporate information technology streamlining. The Company expects capital expenditures to be approximately $110.0 million for the full year of 2004.

Net cash used for investing was partially offset by the proceeds received from the sale-leaseback of a Company-owned store and office building in the United Kingdom. The proceeds from the sale, totaling $32.3 million, were offset against assets with a net book value of $28.4 million. Direct costs associated with the transaction were $0.4 million. A deferred gain of $3.5 million was recorded on the consolidated balance sheets in “Other long-term liabilities” and is being amortized over the 20 year term of the operating lease.

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Net cash used for financing was $84.9 million, resulting primarily from the repurchase of common stock and the payment of dividends, offset by the issuance of common stock pursuant to stock-based compensation plans. Net cash used for financing in 2003 was $2.8 million, resulting primarily from the repurchase of common stock, offset by funding from the credit agreement and the issuance of common stock pursuant to stock-based compensation plans.

The Company currently has a share repurchase program in place with remaining authorization to repurchase approximately $60.2 million as of November 19, 2004. During the 39 weeks ended October 24, 2004 and October 26, 2003, $104.6 million and $31.5 million of common stock was repurchased, respectively. The Company plans to continue the repurchase of its common stock throughout the remainder of fiscal 2004, subject to the Company’s share price and capital needs.

In September 2004, the Board of Directors declared a quarterly cash dividend of $0.08 per share, which equaled $6.2 million in total, on the Company’s common stock, payable October 27, 2004 to stockholders of record at the close of business October 6, 2004. The Company intends to pay regular quarterly cash dividends, subject to Board approval, going forward.

At the Annual Stockholders Meeting in May of 2004, the shareholders approved the Borders Group, Inc. 2004 Long-Term Incentive Plan as detailed in the Company’s Proxy Statement dated April 14, 2004. This plan will replace the existing stock option and restricted stock plans on a going-forward basis, which will allow the Company to reduce its annual stock grants as a percentage of outstanding shares by implementing a greater use of restricted stock while reducing the number of stock options issued.

The Company plans to execute its expansion plans for Borders superstores and other strategic initiatives principally with funds generated from operations and financing if necessary through the Credit Agreement, discussed below. The Company believes funds generated from operations, borrowings under the Credit Agreement will be sufficient to fund its anticipated capital requirements for the next several years.

The Company has a Multicurrency Revolving Credit Agreement (the “Credit Agreement”), which was amended in July 2004 and will expire in July 2009. The Credit Agreement provides for borrowings of up to $500.0 million (which may be increased to $700.0 million under certain circumstances) secured by eligible inventory and accounts receivable and related assets. Borrowings under the Credit Agreement are limited to a specified percentage of eligible inventories and accounts receivable and bear interest at a variable base rate plus an increment or LIBOR plus an increment at the Company’s option. The Credit Agreement (i) includes a fixed charge coverage ratio requirement of 1.1 to 1 that is applicable only if outstanding borrowings under the facility exceed 90% of permitted borrowings thereunder, (ii) contains covenants that limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, consolidate or merge or dispose of assets, (iii) prohibits dividend payments and share repurchases that would result in borrowings under the facility exceeding 90% of permitted borrowings thereunder, and (iv) contains default provisions that are typical for this type of financing, including a cross default provision relating to other indebtedness of more than $25.0. The Company had borrowings outstanding under the Credit Agreement of $127.7 million at October 24, 2004, $136.9 million at October 26, 2003 and $126.9 million at January 25, 2004. As of October 24, 2004 the Company was in compliance with all covenants contained within this agreement.

The Company currently has in place two interest rate swaps, which effectively convert a portion of the Credit Agreement’s variable rate exposure to fixed interest rates. In accordance with Statement of Financial Accounting Standards No. 133, “Accounting For Derivative Instruments and Hedging Activities” (FAS 133), the Company has designated these swap agreements as cash flow hedges. The notional amounts of these agreements total $73.1 million and the agreements expire in June 2005.

On July 30, 2002, the Company issued $50.0 million of senior guaranteed notes (the “Notes”) due July 30, 2006 and bearing interest at 6.31% (payable semi-annually). The proceeds of the sale of the Notes were used to refinance existing indebtedness of the Company and its subsidiaries and for general corporate purposes. The note purchase agreement relating to the Notes contains covenants which limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, engage in any merger or consolidation, dispose of assets or change the nature of its business, and requires the Company to meet certain financial measures regarding net worth, total debt coverage and fixed charge coverage. In July 2004, the note purchase agreement was amended to permit the amendment to the Credit Agreement described above and to provide for a parity lien to secure the Notes on the same collateral as secures borrowings under the Credit Agreement.

In August 2003, the Company entered into an interest rate swap agreement which effectively converted the fixed interest rate on the Company’s Notes to a variable rate based on LIBOR. In accordance with the provisions of FAS 133, the Company has designated this swap agreement as a fair market value hedge. The notional amount of the swap agreement is $50.0 million, and it expires concurrently with the due date of the Notes.

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The Company had two lease financing facilities (the Original Lease Facility and the New Lease Facility, collectively, the Lease Financing Facilities) to finance new stores and other property owned by unaffiliated entities and leased to the Company or its subsidiaries. In July 2004, the Company repaid all amounts outstanding under the Lease Financing Facilities (totaling $13.8 million) on behalf of the two borrowing variable interest entities (VIEs). The Company has recorded this debt repayment as a prepayment of a portion of the rent expense for occupancy through 2024, and has classified the current portion as a component of “Accounts receivable and other current assets,” and the non-current portion as a component of “Other assets” on the consolidated balance sheets at October 24, 2004. In conjunction with this transaction, the Lease Financing Facilities were terminated.

As a result of the repayment and termination of the Lease Financing Facilities, the Company deconsolidated the two VIEs which had participated in the Lease Financing Facilities as of July 25, 2004, pursuant to the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). The deconsolidation of the two VIEs resulted in a reduction of land, property and equipment, net of accumulated depreciation, of $12.5 million, short-term borrowings of $13.8 million, and minority interest of $1.3 million at July 25, 2004. The Company also recorded an after-tax gain of $1.7 million as a result of the deconsolidation of these VIEs. These amounts have been treated as non-cash items on the consolidated statements of cash flows.

Separately, the Company is the primary beneficiary of two VIEs due to the Company’s guarantee of the debt of these entities. As a result, the Company consolidates these VIEs and has recorded property and equipment, net of accumulated depreciation, of $5.5 million, long-term debt of $5.8 million, and minority interest of $0.4 million at October 24, 2004.

During 1994, the Company entered into agreements in which leases with respect to four Borders locations served as collateral for certain mortgage pass-through certificates. These mortgage pass-through certificates included a provision requiring the Company to repurchase the underlying mortgage notes in certain events. In the fourth quarter of 2001, the Company was obligated to purchase the notes for $33.5 million, due to Kmart Corporation’s (the former guarantor of the leases) failure to maintain investment grade credit ratings. As a result, the Company has categorized this prepaid rent amount as part of “Other assets” in the consolidated balance sheets and is amortizing the balance over each property’s remaining lease term.

The following table summarizes the Company’s significant financing and lease obligations at October 24, 2004: