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Borders Group Reports Q4/Full-Year 2008 Results

  Borders Group Logo. (PRNewsFoto/ Borders Group, Inc.)

ANN ARBOR, MI UNITED STATES
 

Operating Cash Flow Improved by $129 Million

Debt Reduced by $218 Million

SG&A Expenses Reduced by $96.5 Million

ANN ARBOR, Mich., March 31 /PRNewswire-FirstCall/ -- Borders Group, Inc. (NYSE: BGP) today reported results for the fiscal fourth quarter and full year 2008, ended Jan. 31, 2009. Highlights include:

  • On a full-year basis, cash flow from operations improved by $128.6 million at year-end as SG&A expenses were reduced by $96.5 million and inventory was reduced by $326.8 million.
  • Debt at year-end was reduced by $217.8 million to $336.2 million -- a 39.3% reduction.
  • Total consolidated 2008 sales were $3.2 billion, down 8.8% from 2007. For the fourth quarter, total consolidated sales were $1.1 billion, down 12.9% from a year ago.
  • Comparable store sales for the fourth quarter at Borders superstores declined by 15.3% and declined by 4.7% at Waldenbooks Specialty Retail stores. For the full year, same-store sales declined by 10.8% at Borders and declined by 5.1% at Waldenbooks.
  • On an operating basis, the company generated fourth-quarter income from continuing operations of $63.8 million or $1.05 per share compared to income of $74.3 million or $1.26 cents per share for the same period a year ago. On a GAAP basis, including non-operating charges, fourth quarter income from continuing operations was $28.9 million or $0.48 per share compared to income of $67.3 million or $1.14 per share a year ago.

"Our top priority is getting our financial house in order by continuing to reduce expenses, pay down debt and improve cash flow," said Borders Group Chief Executive Officer Ron Marshall. "We are working with vendors and others to enhance cooperation and are pleased to have the continued support of our largest shareholder with the recently announced extension of our financing agreement with Pershing Square. At the same time, we are focused on driving sales through improved execution and by re-engaging with our customers. Borders is a strong brand with millions of loyal customers. I am confident that by shoring up our financial foundation and reclaiming our position as the bookseller for serious readers, we will ultimately secure a viable future."

(Logo: http://www.newscom.com/cgi-bin/prnh/20060208/BORDERSGRPLOGO)

Consolidated Results

All sales and earnings/loss figures reported throughout this news release are on a continuing operations basis unless otherwise noted.

Fourth quarter consolidated sales were $1.1 billion, down 12.9% from a year ago. For the full year, consolidated sales were $3.2 billion, an 8.8% decrease from 2007. On an operating basis, Borders Group generated fourth-quarter income of $63.8 million or $1.05 per share compared to income of $74.3 million or $1.26 per share for the same period last year. On a GAAP basis, fourth-quarter income was $28.9 million or $0.48 per share compared to GAAP income of $67.3 million or $1.14 per share a year ago. The fourth quarter GAAP income includes non-operating charges -- primarily non-cash--totaling $34.9 million. For the full year, on an operating basis, the company posted a consolidated loss of $16.2 million or $0.27 per share in 2008 compared to a loss of $0.4 million or $0.01 per share in 2007. On a GAAP basis, the full-year loss was $184.7 million or $3.07 per share, compared to a loss of $19.9 million or $0.34 per share in 2007. The GAAP full-year loss includes an after-tax, non-operating charge of $168.5 million, also primarily non-cash.

Excluding non-operating charges, SG&A as a percent of sales improved in the fourth quarter by 1.8% from 20.7% to 18.9% due to the company's aggressive expense reduction initiatives, which were offset by de-leveraging due to negative sales trends. Expense reduction initiatives helped reduce SG&A dollar expenses by $52.1 million in the quarter. On a GAAP basis, SG&A as a percent of sales decreased in the fourth quarter by 0.3% from 20.6% to 20.3%. For the full year, SG&A as a percent of sales on an operating basis improved by 0.6% from 25.4% to 24.8% due to expense reductions, which drove an SG&A dollar decline of $96.5 million. On a GAAP basis, SG&A as a percent of sales for the full year increased by 0.4% to 25.9% compared to 25.5% in 2007.

Operating cash flow improved in the fourth quarter by $18.3 million to $219.6 million compared to $201.3 million for the period in the prior year. For the full-year, operating cash flow improved by $128.6 million to $233.6 million from $105.0 million in 2007.

Full-year capital expenditures were $79.9 million compared to $131.3 million in 2007 as management took aggressive action to reduce capital expenditures. In the fourth quarter, capital expenditures totaled $6.2 million and further reduction is planned. Year-end debt totaled $336.2 million compared to debt at the end of 2007 of $554.0 million, a decrease of 39.3%. Inventory productivity improved as the company reduced its 2008 year-end inventory investment to $915.2 million compared to 2007 year-end inventory of $1.24 billion, a 26.3% reduction.

Non-Operating Adjustments

The following table details the non-operating adjustments for the fourth quarter and full year 2008.

    Non-Operating Adjustments -- $in millions     Q4 2008      Full Year 2008

    Goodwill impairment                             $40.3           $40.3
    Store asset impairments                          $4.2           $35.3
    Store closure costs                              $9.0           $11.3
    Term loan costs                                  $2.8            $9.8
    Severance and other compensation costs           $7.8            $9.9
    Strategic alternative costs                      $2.2            $7.3
    Warrant liability re-measurement               $(12.9)         $(40.1)
    Deferred tax asset impairment
     and other tax items                           $(21.4)          $88.2
    All other combined                               $2.9            $6.5

    Total                                           $34.9          $168.5

Borders Superstores

Total sales at Borders superstores in the fourth quarter were $816.1 million, down 14.8% from a year ago. For the full year, total sales were $2.6 billion, down 9.4% from 2007. In the fourth quarter, comparable store sales decreased by 15.3% at Borders superstores with books generating same-store sales of -11.7% and non-book categories generating same-store sales of -21.1% for the period. For the full year, comparable store sales at Borders stores decreased by 10.8% with books generating same-store sales of -8.2% and non-book categories generating same store sales of -16.1%. Borders.com sales were $26.4 million in the fourth quarter and $45.7 million for 2008, which included eight months of operation.

Operating income on an operating basis in the fourth quarter was $86.5 million compared to $102.1 million for the same period a year ago. On a GAAP basis, operating income in the fourth quarter was $17.1 million compared to $87.4 million the prior year. For the full year, operating income on an operating basis was $17.7 million compared to $56.9 million in 2007. On a GAAP basis, there was an operating loss of $100.9 million compared to income of $30.6 million in 2007.

The company opened one new Borders superstore in the U.S. during the fourth quarter and closed five, ending fiscal 2008 with a total of 515 superstore locations.

Waldenbooks Specialty Retail

Total sales in the fourth quarter at Waldenbooks Specialty Retail stores were $195.6 million, a 14.3% decline compared to the same period in 2007. For the full-year, total segment sales were $480 million, a decline of 14.7% from the prior year. Comparable store sales in the fourth quarter decreased by 4.7% and decreased by 5.1% for the full year.

In the fourth quarter, on an operating basis, operating income was $16.0 million compared to operating income of $26.5 million for the same period in 2007. On a GAAP basis, operating income was $11.5 million compared to $25.5 million for the same period in 2007. For the full year, on an operating basis, the operating loss was $16.7 million compared to an operating loss of $17.3 million for the same period in 2007. On a GAAP basis, the full year operating loss was $27.5 million compared to an operating loss of $21.4 million for the same period in 2007.

The company closed 84 Waldenbooks Specialty Retail locations in the fourth quarter, bringing the fiscal 2008 closure total to 112. Borders Group ended fiscal 2008 with a total of 386 locations in this segment.

International

Total sales within the International segment (which consists primarily of Paperchase) totaled $43.2 million in the fourth quarter, which is down by 21.7% compared to a year ago. Excluding the impact of foreign currency translation, segment sales would have increased by 0.2% for the period. For the full-year, International sales were $136.7 million, down by 5.8% compared to 2007. Excluding the impact of foreign currency translation, sales would have increased by 4.7% for the year.

On an operating basis, operating income for the fourth quarter was $6.0 million compared to income of $7.0 million a year ago. On a GAAP basis, operating income in the fourth quarter was $5.5 million compared to income of $6.6 million the prior year. For the full-year, operating income on an operating basis was $4.5 million compared to $8.4 million in 2007. On a GAAP basis, full-year operating income was $3.7 million compared to $8.0 million in 2007.

Outlook

"In this economy, we expect sales trends to continue to be negative throughout 2009 and will manage the business accordingly," said Marshall. "We have planned only minimal capital expenditures and will continue to hold the line on our deeply reduced cost structure while remaining engaged with our vendors and others as we work to get the company on more firm financial footing. In addition, our efforts to drive the top line and improve margins will continue to intensify as we move forward."

Next Financial Release

Borders Group plans to issue fiscal first quarter 2009 results May 26 after market close with a conference call for investors the following day, May 27, at 8 a.m. Eastern.

About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. (NYSE: BGP) is a leading retailer of books, music and movies with more than 25,000 employees. Through its subsidiaries, the company operates approximately 1,000 stores worldwide primarily under the Borders(R) and Waldenbooks(R) brand names. For online shopping, visit Borders.com. For more information about the company, visit www.borders.com/media.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as "projects," "expect," "estimated," "look toward," "going forward," "continue," "maintain," "planning," "returning," "guidance," "goal," "will," "may," "intend," "anticipates," and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address matters such as the company's future financial condition and performance (including earnings per share, gross margins and inventory turns, liquidity, same-store sales, cost reduction initiatives, and anticipated capital expenditures and depreciation and amortization amounts) and its cost reduction initiatives and the benefits thereof. These statements are subject to risks and uncertainties that could cause actual results and plans to differ materially from those included in the company's forward- looking statements.

These risks and uncertainties include, but are not limited to, consumer demand for the company's products, particularly during the holiday season, which is believed to be related to general economic and geopolitical conditions, competition and other factors; the availability of adequate capital-including vendor credit-to fund the company's operations and to carry out its strategic plans and the performance of the company's information technology systems and the development of improvements to the systems necessary to implement the company's strategic plan.

The company's periodic reports filed from time to time with the Securities and Exchange Commission contain more detailed discussions of these and other risk factors that could cause actual results and plans to differ materially from those included in the forward-looking statements, and those discussions are incorporated herein by reference. The company does not undertake any obligation to update forward-looking statements.

                        Borders Group, Inc. Financial Statements
                    (amounts in millions, except per share amounts)
                                       Unaudited

                              Sales and Earnings Summary

                           Quarter Ended               Quarter Ended
                        January 31, 2009 (1)        February 2, 2008 (1)
                Operating   Adjustments  GAAP   Operating   Adjustments  GAAP
                 Basis (2)      (2)      Basis   Basis (3)      (3)     Basis

    Borders
     Superstores   $842.5      $-       $842.5   $957.8       $-      $957.8
    Waldenbooks
     Specialty
     Retail         195.6       -        195.6    228.3        -       228.3
    International    43.2       -         43.2     55.2        -        55.2
       Total
        sales     1,081.3       -      1,081.3  1,241.3        -     1,241.3
    Other revenue     6.4       -          6.4     21.1        -        21.1
       Total
        revenue   1,087.7       -      1,087.7  1,262.4        -     1,262.4
    Cost of
     goods sold,
     including
     occupancy
     costs          775.4    18.9        794.3    871.5      6.5       878.0
       Gross
        margin      312.3   (18.9)       293.4    390.9     (6.5)      384.4
    Selling,
     general and
     administrative
     expenses       204.0    14.7        218.7    256.1    ( 0.7)      255.4
    Pre-opening
     expense          0.4       -          0.4      1.2        -         1.2
    Goodwill
     impairment         -    40.3         40.3        -        -           -
    Asset impairments
     and other
     writedowns         -     7.0          7.0        -     10.4        10.4
       Operating
        Income
        (loss)      107.9   (80.9)        27.0    133.6    (16.2)      117.4
    Interest expense  6.5    (8.4)        (1.9)    10.5        -        10.5
       Income (loss)
        before
        income
        taxes       101.4   (72.5)        28.9    123.1    (16.2)      106.9
    Income taxes
     (benefit)       37.6   (37.6)           -     48.8     (9.2)       39.6
       Income (loss)
        from
        continuing
        operations  $63.8  $(34.9)       $28.9    $74.3    $(7.0)      $67.3
    Loss from
     operations of
     discontinued
     operations
     (net of tax)       -       -            -     10.4     (5.0)        5.4
    Gain on disposal
     of discontinued
     operations
     (net of tax)       -     0.7          0.7        -     (8.0)       (8.0)
       Gain from
        discontinued
        operations
        (net of tax)    -     0.7          0.7      10.4   (13.0)       (2.6)
       Net Income
        (loss)      $63.8  $(34.2)       $29.6     $84.7  $(20.0)      $64.7

    Diluted EPS from
     continuing
     operations     $1.05  $(0.57)       $0.48     $1.26  $(0.12)      $1.14
    Diluted EPS from
     discontinued
     operations        $-   $0.01        $0.01     $0.18  $(0.22)     $(0.04)
    Diluted EPS
     including
     discontinued
     operations     $1.05  $(0.56)       $0.49     $1.44  $(0.34)      $1.10
    Diluted weighted
     avg. common
     shares          60.6    60.6         60.6      58.8    58.8        58.8

    Comparable Store Sales
    Borders Superstores     (15.3%)                  2.1%
    Waldenbooks
     Specialty
     Retail                  (4.7%)                  1.2%


              Sales and Earnings Summary (As Percentage of Total Sales)

                           Quarter Ended              Quarter Ended
                        January 31, 2009 (1)       February 2, 2008 (1)
                Operating   Adjustments  GAAP   Operating   Adjustments  GAAP
                 Basis (2)      (2)      Basis   Basis (3)      (3)     Basis

    Borders
     Superstores   77.9%        -%       77.9%    77.2%         -%      77.2%
    Waldenbooks
     Specialty
     Retail        18.1         -        18.1     18.4          -       18.4
    International   4.0         -         4.0      4.4          -        4.4
       Total
        sales     100.0         -       100.0    100.0          -      100.0
    Other revenue   0.5         -         0.5      1.7          -        1.7
       Total
        revenue   100.5         -       100.5    101.7          -      101.7
    Cost of goods
     sold, including
     occupancy
     costs         71.7       1.7        73.4     70.1        0.6       70.7
       Gross
        margin     28.8      (1.7)       27.1     31.6       (0.6)      31.0
    Selling,
     general and
     administrative
     expenses      18.9       1.4        20.3     20.7       (0.1)      20.6
    Pre-opening
     expense          -         -           -      0.1          -        0.1
    Goodwill
     impairment       -       3.7         3.7        -          -          -
    Asset
     impairments
     and other
     writedowns       -       0.7         0.7        -        0.8        0.8
       Operating
        Income
        (loss)      9.9      (7.5)        2.4     10.8       (1.3)       9.5
    Interest
     expense        0.6      (0.8)       (0.2)     0.9          -        0.9
       Income (loss)
        before income
        taxes       9.3      (6.7)        2.6      9.9       (1.3)       8.6
    Income taxes
     (benefit)      3.4      (3.4)          -      3.9       (0.7)       3.2
       Income
        (loss) from
        continuing
        operations  5.9%     (3.3)%       2.6%     6.0%      (0.6)%      5.4%


    (1) The results of Borders Ireland, Books etc., UK Superstores, Borders
        Australia, Borders New Zealand and Borders Singapore are reported as
        discontinued operations.
    (2) Results from 2008 were impacted by a number of non-operating items,
        including deferred tax asset impairments, store asset impairments,
        goodwill impairment, store closure costs, severance costs,
        professional fees related to strategic alternatives and amortization
        of the term loan discount and debt issuance costs, offset by income
        related to the fair market value adjustment of the warrant liability
        and related tax benefit, as well as income received from a legal
        settlement. Therefore, solely for analytical purposes and as an aid
        to better understand underlying trends, operating basis data are
        presented excluding these items.
    (3) Results from 2007 were impacted by a number of non-operating items,
        including asset impairments, store closure costs and write-offs
        related to the Company's music reduction initiative. Therefore,
        solely for analytical purposes and as an aid to better understand
        underlying trends, operating basis data are presented excluding these
        items.



                        Borders Group, Inc. Financial Statements
                    (amounts in millions, except per share amounts)
                                       Unaudited

                              Sales and Earnings Summary

                          Year Ended                    Year Ended
                     January 31, 2009 (1)          February 2, 2008 (1)
                Operating   Adjustments  GAAP   Operating   Adjustments  GAAP
                 Basis (2)      (2)      Basis   Basis (3)      (3)     Basis

    Borders
     Superstores  $2,625.4       $-   $2,625.4  $2,847.2       $-   $2,847.2
    Waldenbooks
     Specialty
     Retail          480.0        -      480.0     562.8        -      562.8
    International    136.7        -      136.7     145.1        -      145.1
       Total
        sales      3,242.1        -    3,242.1   3,555.1        -    3,555.1
    Other revenue     33.3        -       33.3      42.3        -       42.3
       Total
        revenue    3,275.4        -    3,275.4   3,597.4        -    3,597.4
    Cost of goods
     sold, including
     occupancy
     costs         2,468.9     15.9    2,484.8   2,655.4     12.9    2,668.3
       Gross
        margin       806.5    (15.9)     790.6     942.0    (12.9)     929.1
    Selling,
     general and
     administrative
     expenses        803.1     36.5      839.6     899.6      7.4      907.0
    Pre-opening
     expense           2.8        -        2.8       5.0        -        5.0
    Goodwill
     impairment          -     40.3       40.3         -        -          -
    Asset impairments
     and other
     writedowns          -     57.1       57.1         -     13.0       13.0
       Operating Income
        (loss)         0.6   (149.8)    (149.2)     37.4    (33.3)       4.1
    Interest expense  30.2    (24.9)       5.3      43.1        -       43.1
       Loss before
        income
        taxes        (29.6)  (124.9)    (154.5)     (5.7)   (33.3)     (39.0)
    Income taxes
     (benefit)       (13.4)    43.6       30.2      (5.3)   (13.8)     (19.1)
       Loss from
        continuing
        operations  $(16.2) $(168.5)   $(184.7)    $(0.4)  $(19.5)    $(19.9)
    Loss from
     operations of
     discontinued
     operations
     (net of tax)     (1.7)       -       (1.7)     (2.1)    (6.6)      (8.7)
    Loss on disposal
     of discontinued
     operations
     (net of tax)        -     (0.3)      (0.3)        -   (128.8)    (128.8)
       Loss from
        discontinued
        operations
        (net of tax)  (1.7)    (0.3)      (2.0)     (2.1)  (135.4)    (137.5)
       Net loss     $(17.9) $(168.8)   $(186.7)    $(2.5) $(154.9)   $(157.4)

    Basic EPS from
     continuing
     operations     $(0.27)  $(2.80)    $(3.07)   $(0.01)  $(0.33)    $(0.34)
    Basic EPS from
     discontinued
     operations     $(0.03)      $-     $(0.03)   $(0.03)  $(2.31)    $(2.34)
    Basic EPS
     including
     discontinued
     operations     $(0.30)  $(2.80)    $(3.10)   $(0.04)  $(2.64)    $(2.68)
    Basic weighted
     avg. common
     shares           60.2     60.2       60.2      58.7     58.7       58.7

    Comparable Store Sales
    Borders
     Superstores     (10.8%)                         1.5%
    Waldenbooks
     Specialty
     Retail           (5.1%)                         2.2%


              Sales and Earnings Summary (As Percentage of Total Sales)

                          Year Ended                    Year Ended
                     January 31, 2009 (1)          February 2, 2008 (1)
                Operating   Adjustments  GAAP   Operating   Adjustments  GAAP
                 Basis (2)      (2)      Basis   Basis (3)      (3)     Basis

    Borders
     Superstores   81.0%        -%       81.0%     80.1%         -%     80.1%
    Waldenbooks
     Specialty
     Retail        14.8         -        14.8      15.8          -      15.8
    International   4.2         -         4.2       4.1          -       4.1
       Total
        sales     100.0         -       100.0     100.0          -     100.0
    Other revenue   1.0         -         1.0       1.2          -       1.2
       Total
        revenue   101.0         -       101.0     101.2          -     101.2
    Cost of goods
     sold, including
     occupancy
     costs         76.2       0.5        76.7      74.7        0.4      75.1
       Gross
        margin     24.8      (0.5)       24.3      26.5       (0.4)     26.1
    Selling,
     general and
     administrative
     expenses      24.8       1.1        25.9      25.4        0.1      25.5
    Pre-opening
     expense          -         -           -       0.1          -       0.1
    Goodwill
     impairment       -       1.2         1.2         -          -         -
    Asset impairments
     and other
     writedowns       -       1.8         1.8         -        0.4       0.4
       Operating
        Loss          -      (4.6)       (4.6)      1.0       (0.9)      0.1
    Interest
     expense        0.9      (0.8)        0.1       1.2          -       1.2
       Loss before
        income
        taxes      (0.9)     (3.8)       (4.7)     (0.2)      (0.9)     (1.1)
    Income taxes
     (benefit)     (0.4)      1.3         0.9      (0.2)      (0.3)     (0.5)
       Loss from
        continuing
        operations (0.5)%    (5.1)%      (5.6)%       -%      (0.6)%    (0.6)%


    (1) The results of Borders Ireland, Books etc., U.K. Superstores,
        Borders Australia, Borders New Zealand and Borders Singapore are
        reported as discontinued operations.
    (2) Results from 2008 were impacted by a number of non-operating items,
        including deferred tax asset impairments, store asset impairments,
        goodwill impairment, store closure costs, severance costs,
        professional fees related to strategic alternatives and amortization
        of the term loan discount and debt issuance costs, offset by income
        related to the fair market value adjustment of the warrant liability
        and the related tax benefit, as well as income received from a legal
        settlement and a landlord lease termination. Therefore, solely for
        analytical purposes and as an aid to better understand underlying
        trends, operating basis data are presented excluding these items.
    (3) Results from 2007 were impacted by a number of non-operating items,
        including asset impairments, store closure costs and write-offs
        related to the Company's music reduction initiative. Therefore,
        solely for analytical purposes and as an aid to better understand
        underlying trends, operating basis data are presented excluding these
        items.



                        Borders Group, Inc. Financial Statements
                                 (dollars in millions)
                                      Unaudited
                          Condensed Consolidated Balance Sheets

                                                January 31,       February 2,
                                                   2009               2008
    Assets
      Cash and cash equivalents                    $53.6              $58.5
      Merchandise inventories                      915.2            1,242.0
      Other current assets                         102.4              103.5
      Current assets of discontinued
       operations(1)                                   -              102.0
      Property and equipment, net                  494.2              592.8
      Other assets and deferred charges             43.4              109.8
      Goodwill                                       0.2               40.5
      Noncurrent assets of discontinued
       operations                                      -               53.6
         Total assets                           $1,609.0           $2,302.7

    Liabilities, Minority Interest and
     Stockholders' Equity
      Short-term borrowings and current
       portion of long-term debt                  $329.8             $548.6
      Trade accounts payable                       350.0              511.9
      Other current liabilities                    313.9              349.8
      Current liabilities of discontinued
       operations                                      -               57.5
      Long-term debt                                 6.4                5.4
      Other long-term liabilities                  345.8              325.0
      Noncurrent liabilities of discontinued
       operations                                      -               25.4
         Total liabilities                       1,345.9            1,823.6
      Minority interest                              0.5                2.2
         Total stockholders' equity                262.6              476.9
         Total liabilities, minority interest
          and stockholders' equity              $1,609.0           $2,302.7



    (1) Includes $2.5 million of cash and cash equivalents as of February 2,
        2008.

        Certain reclassifications have been made to conform to current year
        presentation.



                        Borders Group, Inc. Financial Statements
                                 (dollars in millions)
                                       Unaudited
                     Condensed Consolidated Statements of Cash Flows

                               Quarter Ended              Year Ended
                        January 31,   February 2,  January 31,   February 2,
                           2009          2008         2009          2008

    CASH PROVIDED BY (USED FOR):
    OPERATIONS
      Income (loss) from
       continuing
       operations         $28.9         $67.3       $(184.7)       $(19.9)
      Adjustments to
       reconcile loss
       from continuing
       operations to
       operating cash flows:
         Depreciation      24.7          29.5         107.1         103.7
         Stock-based
          compensation
          cost             (2.0)          1.7           3.0           5.1
         Change in other
          long-term assets,
           liabilities and
           deferred
           charges         13.9          (2.1)         45.1           2.0
         Goodwill
          impairment       40.3             -          40.3             -
         Asset impairment
          and other
          writedowns        7.0          10.4          57.1          13.0
         Decrease in
          inventories     340.8         318.4         321.4          52.2
         Decrease in
          accounts
          payable        (263.7)       (232.1)       (160.2)        (59.2)
      Cash provided by
       other current
       assets and other
       current
       liabilities         29.7           8.2           4.5           8.1
         Net cash provided
          by operating
          activities of
          continuing
          operations      219.6         201.3         233.6         105.0

    INVESTING
      Capital
       expenditures        (6.2)        (26.6)        (79.9)       (131.3)
      Investment in
       Paperchase          (3.6)         (0.8)         (3.6)         (0.8)
      Proceeds from the
       sale of discontinued
       operations           2.8             -          97.3          20.4
         Net cash
         (used for)
         provided by
         investing
         activities of
         continuing
         operations        (7.0)        (27.4)         13.8        (111.7)

    FINANCING
      Net (repayment of)
       funding from
       debt and financing
       obligations       (190.6)       (241.6)       (219.2)         43.4
      Issuance and
       repurchase of
       common stock        (0.4)          0.2          (0.1)          3.4
      Net (repayment of)
       funding from
       long-term debt      (0.9)          0.4          (0.2)          0.4
      Net (repayment of)
       funding from
       long-term capital
       lease obligations   (1.0)         (0.2)         (0.4)         (0.4)
      Cash dividends paid     -             -          (6.5)        (19.4)
         Net cash
          (used for)
          provided by
          financing
          activities of
          continuing
          operations     (192.9)       (241.2)       (226.4)         27.4
    Effect of exchange
     rates on cash
     and equivalents       (0.9)          0.7          (0.9)          0.8
    Net cash (used for)
     provided by
     discontinued
     operations            (2.0)         64.0         (25.0)        (60.6)
    NET INCREASE (DECREASE)
     IN CASH AND
     EQUIVALENTS           16.8          (2.6)         (4.9)        (39.1)
    Cash and equivalents
     at beginning
     of period             38.4          61.1          58.5          97.6
    Cash and equivalents
     at end of period     $53.6         $58.5         $53.6         $58.5



                                  Store Activity Summary

                               Quarter Ended              Year Ended
                        January 31,   February 2,  January 31,   February 2,
                           2009          2008         2009          2008

    Borders Superstores
    Beginning number
     of stores              519           510          509           499
    Openings                  1             6           12            18
    Closings                 (5)           (7)          (6)           (8)
    Ending number
     of stores              515           509          515           509
    Ending square footage
     (in millions)         12.8          12.6         12.8          12.6

    Waldenbooks Specialty
     Retail Stores (1)
    Beginning number
     of stores              467           521          490           564
    Openings--Airport stores   3             -            8             1
    Closings                (84)          (31)        (112)          (75)
    Ending number
     of stores              386           490          386           490
    Ending square footage
     (in millions)          1.4           1.9          1.4           1.9


    (1) Includes all small format stores in malls, airports and outlet malls.



                    Borders Group, Inc. Segment Financial Information
                     (dollars in millions, except per share amounts)
                                       Unaudited

             Quarter Ended January 31, 2009    Quarter Ended February 2, 2008
             Operating   Adjustments   GAAP    Operating   Adjustments   GAAP
              Basis (1)      (1)       Basis    Basis (2)       (2)     Basis

    Borders Superstores
      Sales   $842.5        $-        $842.5    $957.8        $-      $957.8
      Deprec-
       iation
       expense  19.8         -          19.8      24.4         -        24.4
      Operating
       income
       (loss)   86.5     (69.4)         17.1     102.1     (14.7)       87.4

    Waldenbooks Specialty Retail
      Sales   $195.6        $-        $195.6    $228.3        $-      $228.3
      Deprec-
       iation
       expense   3.7         -           3.7       3.5      (0.6)        2.9
      Operating
       income
       (loss)   16.0      (4.5)         11.5      26.5      (1.0)       25.5

    International (3)
      Sales    $43.2        $-         $43.2     $55.2        $-       $55.2
      Deprec-
       iation
       expense   1.2         -           1.2       1.6       0.6         2.2
      Operating
       income
       (loss)    6.0      (0.5)          5.5       7.0      (0.4)        6.6

    Corporate (4)
      Operating
       loss    $(0.6)    $(6.5)        $(7.1)    $(2.0)    $(0.1)      $(2.1)

    Consolidated (3)
      Sales  $1,081.3       $-      $1,081.3  $1,241.3        $-    $1,241.3
      Deprec-
       iation
       expense   24.7        -          24.7      29.5         -        29.5
      Operating
       income
       (loss)   107.9    (80.9)         27.0     133.6     (16.2)      117.4



               Year Ended January 31, 2009       Year Ended February 2, 2008
             Operating   Adjustments   GAAP    Operating   Adjustments   GAAP
              Basis (1)      (1)       Basis    Basis (2)       (2)     Basis

    Borders Superstores
      Sales $2,625.4        $-      $2,625.4  $2,847.2        $-    $2,847.2
      Deprec-
       iation
       expense  90.7         -          90.7      90.0       0.2        90.2
      Operating
       income
       (loss)   17.7    (118.6)       (100.9)     56.9     (26.3)       30.6

    Waldenbooks Specialty Retail
      Sales   $480.0        $-        $480.0    $562.8        $-      $562.8
      Deprec-
       iation
       expense  10.6         -          10.6       8.3      (0.6)        7.7
      Operating
       loss    (16.7)    (10.8)        (27.5)    (17.3)     (4.1)      (21.4)

    International (3)
      Sales   $136.7        $-        $136.7    $145.1        $-      $145.1
      Deprec-
       iation
       expense   5.8         -           5.8       5.2       0.6         5.8
      Operating
       income
       (loss)    4.5      (0.8)          3.7       8.4      (0.4)        8.0

    Corporate (4)
      Operating
       loss    $(4.9)   $(19.6)       $(24.5)   $(10.6)    $(2.5)     $(13.1)

    Consolidated (3)
      Sales $3,242.1        $-      $3,242.1  $3,555.1        $-    $3,555.1
      Deprec-
       iation
       expense 107.1         -         107.1     103.5       0.2       103.7
      Operating
       income
       (loss)    0.6    (149.8)       (149.2)     37.4     (33.3)        4.1



    (1) Results from 2008 were impacted by a number of non-operating items,
        including deferred tax asset impairments, store asset impairments,
        goodwill impairment, store closure costs, severance costs,
        professional fees related to strategic alternatives and amortization
        of the term loan discount and debt issuance costs, offset by income
        related to the fair market value adjustment of the warrant liability
        and the related tax benefit, as well as income received from a legal
        settlement and a landlord lease termination. Therefore, solely for
        analytical purposes and as an aid to better understand underlying
        trends, operating basis data are presented excluding these items.

    (2) Results from 2007 were impacted by a number of non-operating items,
        including asset impairments, store closure costs and write-offs
        related to the Company's music reduction initiative. Therefore,
        solely for analytical purposes and as an aid to better understand
        underlying trends, operating basis data are presented excluding these
        items.

    (3) Excludes the results of discontinued operations (Borders Ireland,
        Books etc., UK Superstores, Borders Australia, Borders New Zealand
        and Borders Singapore).

    (4) The Corporate segment includes various corporate governance costs and
        corporate incentive costs.


SOURCE Borders Group, Inc.