##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 29,
    2011oro

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-20243
    ValueVision Media,
    Inc.
 (Exact name of Registrant as
    Specified in Its Charter)
  Minnesota(State or Other
    Jurisdiction
    of Incorporation or Organization)

41-1673770(I.R.S. Employer
    Identification No.)6740 Shady Oak Road, Eden Prairie, MN(Address of Principal
    Executive Offices)

55344-3433(Zip Code)   952-943-6000
 (Registrants Telephone Number, Including Area Code)
  Securities registered under Section 12(b) of the
    Exchange Act:
 Common Stock, $0.01 par value
  Name of exchange on which registered: Nasdaq Global Market
 Securities registered under Section 12(g) of the
    Exchange Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  Form 10-K
  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





VALUEVISION
    MEDIA, INC.
    ANNUAL REPORT ON
    FORM 10-K
    For the Fiscal Year Ended
    January 29, 2011
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


23Item 4.


Reserved


23PART IIItem 5.


Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


24Item 6.


Selected Financial Data


27Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


43Item 8.


Financial Statements and Supplementary Data.


44Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


70Item 9A.


Controls and Procedures


70Item 9B.


Other Information


73PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


73Item 11.


Executive Compensation


73Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


73Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


73Item 14.


Principal Accountant Fees and Services


73PART IVItem 15.


Exhibits and Financial Statement Schedule


74Signatures


76EX-10.25EX-21EX-23EX-31.1EX-31.2EX-32   2




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##### Table of Contents



CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
  Form 10-K,
  Form 10-K,
 3




---



##### Table of Contents



PART I  Item 1.
    Business  55344-3433.
  A.
    General  24-hour
  month-to-month www.ShopNBC.tv
  e-commerce
    Multi-media
    Retailing
  24-hour e-commerce
  Products
    and Product Mix
   4




---



##### Table of Contents



Category

Fiscal 2010


Fiscal 2009


Fiscal 2008Jewelry & Watches


52
%


55
%


56
%Home & Electronics


32
%


31
%


33
%Beauty, Health & Fitness


10
%


7
%


5
%Fashion (apparel, outerwear & accessories)


6
%


7
%


6
%   Jewelry & Watches.
  Home & Electronics.
  Beauty, Health & Fitness.
  Fashion (apparel, outerwear &
    accessories).
  B.
    Business
    Strategy      C.
    Television
    Program Distribution and Internet Operations  Television
    Home Shopping Network
    Satellite Delivery of Programming. direct-to-home
 5




---



##### Table of Contents



back-up
  Television Distribution.
    direct-to-home
      Other Methods of Program Distribution.
  Internet
    Website
   6




---



##### Table of Contents



e-commerce
    e-mail e-mail e-mails e-mail e-mail e-mail
     7




---



##### Table of Contents



D.
    Strategic
    Relationships  Strategic
    Alliance with GE Equity and NBCU
        Series B
    Preferred Stock Issued to GE Equity
    one-for-one
 8




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NBCU
    Trademark License Agreement
    e-commerce
    Amended
    and Restated Shareholder Agreement
     9




---



##### Table of Contents



Registration
    Rights Agreement
   10




---



##### Table of Contents



E.
    Marketing
    and Merchandising  Television
    and Internet Retailing
      ShopNBC
    Private Label and Co-Brand Credit Card Program
    Purchasing
    Terms
    F.
    Order
    Entry, Fulfillment and Customer Service  24-7
   11




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18-month
          30-day
  G.
    Competition  e-commerce e-commerce
    e-commerce and/or
 12




---



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e-commerce
  H.
    Federal
    Regulation    Cable
    Television
    Must Carry.
  Broadcast
    Television
  General.
  Full Power Television Stations.
   13




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Telephone
    Companies Provision of Programming Services
    Regulations
    Affecting Multiple Payment Transactions
    Fair
    and Accurate Credit Transactions Act
    I.
    Seasonality
    and Economic Sensitivity   14




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J.
    Employees    K.
    Executive
    Officers of the Registrant    Name

Age

Position(s) HeldKeith R. Stewart


47


Chief Executive Officer and DirectorRobert Ayd


62


PresidentWilliam McGrath


53


Senior Vice President  Chief Financial OfficerCarol Steinberg


51


Senior Vice President  E-Commerce, Marketing and
    Business DevelopmentJean-Guillaume Sabatier


41


Senior Vice President  Sales & Product Planning
    and ProgrammingMichael A. Murray


52


Senior Vice President  OperationsMark A. Ahmann


54


Senior Vice President  Human Resources & TV SalesNicholas J. Vassallo


47


Vice President  Corporate ControllerBeth McCartan


41


Vice President  Financial Planning & AnalysisAshish G. Akolkar


38


Vice President  IT Operations   Keith R. Stewart
  Robert Ayd
  William McGrath 1995-1999; 1990-1992. 1983-1990 1979-1983.
 15




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##### Table of Contents



Carol Steinberg E-Commerce,
  Jean-Guillaume Sabatier
  Michael A. Murray
  Mark A. Ahmann
  Nicholas J. Vassallo
  Beth K. McCartan
  Ashish G. Akolkar
 16




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L.
    Available
    Information  Form 10-K, Form 10-Q Form 8-K, 55344-3433.
    Item 1A.
    Risk
    Factors  In addition to the general investment risks and those factors
    set forth throughout this document, including those set forth
    under the caption Cautionary Statement Concerning
    Forward-Looking Information, the following risks should be
    considered regarding our Company.
  We
    have a history of losses and a high fixed cost operating base
    and may not be able to achieve or maintain profitable operations
    in the future.
    direct-to-home and/or
  If we
    do not reverse our current trend of operating losses, we could
    reduce our operating cash resources to the point where we will
    not have sufficient liquidity to meet the ongoing cash
    commitments and obligations to continue operating our
    business.
   17




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The
    failure to secure suitable placement for our television
    programming and the expansion of digital cable systems could
    adversely affect our ability to attract and retain television
    viewers and could result in a decrease in revenue.
    
    we could experience a reduction in the growth rate or an
    absolute decline in sales per digital tier subscriber because of
    the increased number of channels offered on digital systems
    competing for the same number of viewers and the higher channel
    location we typically are assigned in digital tiers;
    more competitors may enter the marketplace as additional channel
    capacity is added; and
    more programming options being available to the viewing public
    in the form of new television networks and time-shifted viewing
    (e.g., personal video recorders,
    video-on-demand,
    interactive television and streaming video over broadband
    internet connections).    We may
    not be able to expand or could lose some of our existing
    programming distribution if we cannot negotiate profitable
    distribution agreements.
    NBCU,
    GE Equity and Comcast as the majority owner of NBCU, have the
    ability to exert significant influence over us and have the
    right to disapprove of certain actions by us.
    Expiration
    or termination of the NBC branding license would require us to
    pursue a new branding strategy that may not be
    successful.
   18




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12-24 months
  Our
    directors, executive officers and principal shareholders have
    substantial control over us and could delay or prevent a change
    in corporate control.
    
    delaying, deferring or preventing a change in corporate control;
    impeding a merger, consolidation, takeover or other business
    combination involving us; or
    discouraging a potential acquirer from making a tender offer or
    otherwise attempting to obtain control of us.  Competition
    in the general merchandise retailing industry and particularly
    the live home shopping and
    e-commerce
    sectors could limit our growth and reduce our
    profitability.
  e-commerce e-commerce
  We may
    not be able to maintain our satellite services in certain
    situations, beyond our control, which may cause our programming
    to go off the air for a period of time and cause us to incur
    substantial additional costs.
  back-up back-up
 19




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##### Table of Contents



The
    FCC could limit must-carry rights, which would impact
    distribution of our television home shopping programming and
    might impair the value of our Boston FCC license.
    We may
    be subject to product liability claims for on-air
    misrepresentations or if people or properties are harmed by
    products sold by us.
    Our
    ValuePay installment payment program could lead to significant
    unplanned credit losses if our credit loss rate was to
    materially deteriorate.
    Failure
    to comply with existing laws, rules and regulations, or to
    obtain and maintain required licenses and rights, could subject
    us to additional liabilities.
  e-commerce.
 20




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We may
    be subject to claims by consumers and state and federal
    authorities for security breaches involving customer
    information, which could materially harm our reputation and
    business.
    Nearly
    all of our sales are paid for by customers using credit or debit
    cards and the increasingly heightened Payment Card Industry
    (PCI) standards regarding the storage and security
    of customer information could potentially impact our ability to
    accept card brands
  and/or
  We
    depend on relationships with numerous domestic and foreign
    manufacturers and suppliers; a decrease in product quality or an
    increase in product cost, or the unanticipated loss of several
    of our larger suppliers, could impact our sales.
    and/or
    Many
    of our key functions are concentrated in a single location, and
    a natural disaster could seriously impact our ability to
    operate.
   21




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We
    could be subject to additional sales tax collection obligations
    and claims for uncollected amounts.
  and/or out-of-state out-of-state e-commerce e-commerce
  We
    place a significant reliance on technology and information
    management tools to run our existing businesses, the failure of
    which could adversely impact our operations.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  34-acre 18-month
 22




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Item 3.
    Legal
    Proceedings      Item 4.
    Reserved 23




---



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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information for Common Stock
    High


LowFiscal 2010First Quarter

$
4.77


$
2.96Second Quarter


3.09



1.45Third Quarter


2.69



1.41Fourth Quarter


7.24



2.15Fiscal 2009First Quarter


0.83



0.18Second Quarter


3.22



0.50Third Quarter


4.15



2.61Fourth Quarter


5.27



3.00   Holders
    Dividends
    Issuer
    Purchases of Equity Securities
   24




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##### Table of Contents



Stock
    Performance Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN Among
    ValueVision Media, Inc. The NASDAQ Composite Index,
    S&P 500 Retailing Index, and the Morningstar Specialty
    Retail Index
  
      February 4,



May 10,



February 3,



February 2,



January 31,



January 30,



January 29,2006



2006



2007



2008



2009



2010



2011ValueVision Media, Inc.


$
100.00



$
107.25



$
99.92



$
49.36



$
1.97



$
33.17



$
51.93NASDAQ Composite Index


$
100.00



$
102.75



$
110.17



$
108.11



$
66.71



$
97.99



$
123.77S&P 500 Retailing Index


$
100.00



$
106.51



$
116.57



$
95.14



$
59.26



$
92.17



$
117.21Morningstar Specialty Retail Index


$
100.00



$
100.15



$
99.08



$
91.86



$
55.56



$
92.46



$
116.85  25




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##### Table of Contents



Equity
    Compensation Plan Information
    Weighted-Average


Number of SecuritiesNumber of Securities to be Issued


Exercise Price of


Remaining Available forUpon Exercise of Outstanding


Outstanding Options,


Future Issuance underPlan Category

Options, Warrants and Rights


Warrants and Rights


Equity Compensation PlansEquity Compensation Plans Approved by Security holders


4,188,000


$
5.74



1,154,000
(1)Equity Compensation Plans Not Approved by Security holders(2)


540,000
(2)

$
3.86



Total


4,728,000


$
5.52



1,154,000     (1)
    
    Includes securities available for future issuance under
    shareholder approved compensation plans other than upon the
    exercise of outstanding options, warrants or rights, as follows:
    333,000 shares under the 2001 Omnibus Stock Plan and
    821,000 shares under the 2004 Omnibus Stock Plan.(2)
    
    Reflects 15,000 shares of common stock issuable upon
    exercise of warrants held by NBCU and 525,000 shares of
    common stock issuable upon exercise of nonstatutory employee
    stock options granted at exercise prices equal to the fair
    market value of a share of common stock on the date of grant.
    Each of these options expires 10 years from the grant date
    and vests over three years. 26




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year EndedJanuary 29,

January 30,

January 31,

February 2,

February 3,2011(a)

2010(b)

2009(c)

2008(d)

2007(In thousands, except per share data)Statement of Operations Data:Net sales

$
562,273


$
527,873


$
567,510


$
781,550


$
767,275Gross profit


199,529



173,772



182,749



271,015



267,161Operating loss


(15,466
)


(41,171
)


(88,458
)


(23,052
)


(9,479
)Net income (loss)(e)


(25,868
)


(41,998
)


(97,793
)


22,452



(2,396
)Per Share Data:Net income (loss) from continuing operations per common share

$
(0.78
)

$
(0.45
)

$
(2.92
)

$
0.53


$
(0.07
)Net income (loss) from continuing operations per common
    share  assuming dilution

$
(0.78
)

$
(0.45
)

$
(2.92
)

$
0.53


$
(0.07
)Weighted average shares outstanding:Basic


33,326



32,538



33,598



41,992



37,646Diluted


33,326



32,538



33,598



42,011



37,646   January 29,

January 30,

January 31,

February 2,

February 3,2011

2010

2009

2008

2007(In thousands)Balance Sheet Data:Cash and cash equivalents

$
46,471


$
17,000


$
53,845


$
59,078


$
71,294Restricted cash and investments


4,961



5,060



1,589







Current assets


185,357



139,361



161,469



252,183



260,445Long-term investments










15,728



26,306



Property, equipment and other assets


53,002



56,853



64,303



80,591



91,535Total assets


238,359



196,214



241,500



359,080



351,980Current liabilities


103,798



85,992



95,988



118,350



105,274Series B redeemable preferred stock


14,599



11,243











Other long-term obligations


36,810



10,675











2,553Series A redeemable preferred stock










44,191



43,898



43,607Shareholders equity


83,152



88,304



99,472



194,510



198,847   Year EndedJanuary 29,

January 30,

January 31,

February 2,

February 3,2011

2010

2009

2008

2007(In thousands, except statistical data)Other Data:Gross profit


35.5
%


32.9
%


32.2
%


34.7
%


34.8
%Working capital

$
81,559


$
53,369


$
65,481


$
133,833


$
155,171Current ratio


1.8



1.6



1.7



2.1



2.5Adjusted EBITDA (as defined)(f)

$
2,351


$
(19,411
)

$
(51,421
)

$
6,850


$
14,690Cash Flows:Operating

$
327


$
(37,896
)

$
7,100


$
11,189


$
3,542Investing

$
(7,430
)

$
8,307


$
24,557


$
(475
)

$
(1,562
)Financing

$
36,574


$
(7,256
)

$
(3,417
)

$
(26,605
)

$
(3,627
)  27




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##### Table of Contents



(a)
    
    Results of operations for fiscal 2010 include the following:
    (i) a $1.2 million charge due to early payment of
    preferred stock obligations and (ii) a $1.1 million
    charge related to incremental restructuring charges incurred in
    fiscal 2010. See Notes 9 and 18 to the consolidated
    financial statements.(b)
    
    Results of operations for fiscal 2009 include the following:
    (i) a $3.6 million gain on the sale of auction rate
    securities, (ii) a $2.3 million charge related to the
    restructuring of certain company operations and (iii) a
    $1.9 million charge related to costs associated with our
    chief executive officer transition. See Notes 7, 18 and 19
    to the consolidated financial statements.(c)
    
    Results of operations for fiscal 2008 include the following:
    (i) an $11.1 million auction rate securities write
    down, (ii) an $8.8 million FCC license intangible
    asset impairment, (iii) a $4.3 million charge related
    to the restructuring of certain company operations and
    (iv) a $2.7 million charge related to costs associated
    with our chief executive officer transition. See Notes 4,
    7, 18 and 19 to the consolidated financial statements.(d)
    
    Results of operations for fiscal 2007 include the following:
    (i) a $40.2 million gain on the sale of Ralph Lauren
    Media, LLC, (ii) a $5.0 million charge related to the
    restructuring of certain company operations and (iii) a
    $2.5 million charge related to costs associated with our
    chief executive officer transition.(e)
    
    Net income (loss) includes a net pre-tax gain of
    $40.2 million from the sale of Ralph Lauren Media, LLC in
    fiscal 2007.(f)
    
    EBITDA as defined for this statistical presentation represents
    net income (loss) for the respective periods excluding
    depreciation and amortization expense, interest income (expense)
    and income taxes. We define Adjusted EBITDA as EBITDA excluding
    debt extinguishment, non-operating gains (losses); non-cash
    impairment charges and write downs; restructuring and CEO
    transition costs; and non-cash share-based compensation expense.
    Management has included the term Adjusted EBITDA in its EBITDA
    reconciliation in order to adequately assess the operating
    performance of our core television and internet
    businesses and in order to maintain comparability to our
    analysts coverage and financial guidance, when given.
    Management believes that Adjusted EBITDA allows investors to
    make a more meaningful comparison between our core business
    operating results over different periods of time with those of
    other similar companies. In addition, management uses Adjusted
    EBITDA as a metric measure to evaluate operating performance
    under its management and executive incentive compensation
    programs. Adjusted EBITDA should not be construed as an
    alternative to operating income (loss), net income (loss) or to
    cash flows from operating activities as determined in accordance
    with generally accepted accounting principles and should not be
    construed as a measure of liquidity. Adjusted EBITDA may not be
    comparable to similarly entitled measures reported by other
    companies. 28




---



##### Table of Contents



Year EndedJanuary 29,


January 30,


January 31,


February 2,


February 3,2011


2010


2009


2008


2007(In thousands)Adjusted EBITDA

$
2,351


$
(19,411
)

$
(51,421
)

$
6,850


$
14,690Less:Debt extinguishment


(1,235
)














Non-operating gains (losses) and equity in income of Ralph
    Lauren Media, LLC






3,628



(969
)


40,663



3,356Write-down of auction rate investments










(11,072
)






FCC license impairment










(8,832
)






Restructuring costs


(1,130
)


(2,303
)


(4,299
)


(5,043
)


(29
)CEO transition costs






(1,932
)


(2,681
)


(2,451
)


Non-cash share-based compensation expense


(3,350
)


(3,205
)


(3,928
)


(2,415
)


(1,901
)EBITDA (as defined)


(3,364
)


(23,223
)


(83,202
)


37,604



16,116A reconciliation of EBITDA to net income (loss) is as follows:EBITDA, as defined


(3,364
)


(23,223
)


(83,202
)


37,604



16,116Adjustments:Depreciation and amortization


(13,337
)


(14,320
)


(17,297
)


(19,993
)


(22,239
)Interest income


51



382



2,739



5,680



3,802Interest expense


(9,795
)


(4,928
)










Income tax (provision) benefit


577



91



(33
)


(839
)


(75
)Net income (loss)

$
(25,868
)

$
(41,998
)

$
(97,793
)

$
22,452


$
(2,396
)   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
    Cautionary Statement for Purposes of the Safe Harbor
    Provisions of the Private Securities Litigation Reform Act of
    1995
  Form 10-K, Form 10-K
 29




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##### Table of Contents



Overview
  Company
    Description
  24-hour e-commerce
  Products
    and Customers
    Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009Merchandise MixJewelry & Watches


52
%


55
%


56
%Home & Electronics


32
%


31
%


33
%Beauty, Health & Fitness


10
%


7
%


5
%Fashion (apparel, outerwear & accessories)


6
%


7
%


6
%     Company
    Strategy
   30




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##### Table of Contents



Our
    Competition
  e-commerce e-commerce
    e-commerce and/or
  e-commerce
  Results
    for Fiscal 2010, 2009 and 2008
   31




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Term Loan
    Credit Agreement
    Preferred
    Stock Exchange
     32




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##### Table of Contents



Results
    of Operations
    Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009Net sales


100.0
%


100.0
%


100.0
%Gross margin


35.5



32.9



32.2Operating expenses:Distribution and selling


32.3



33.7



37.9General and administrative


3.4



3.5



4.1Depreciation and amortization


2.3



2.7



3.0Restructuring costs


0.2



0.4



0.8CEO transition costs






0.4



0.4FCC license impairment










1.6Total operating expenses


38.2



40.7



47.8Operating loss


(2.7
)


(7.8
)


(15.6
)Interest expense


(1.7
)


(0.9
)


Other income (loss), net


(0.2
)


0.7



(1.6
)Loss before income taxes


(4.6
)


(8.0
)


(17.2
)Income taxes


0.1







Net loss


(4.5
)%


(8.0
)%


(17.2
)%   Key
    Performance Metrics
  For the Twelve Months EndedJanuary 29,





January 30,





January 31,2011


Change


2010


Change


2009Program Distribution, (in thousands)Total Average FTE Homes


76,437



4
%


73,576



3
%


71,740Customer counts:New (12 month rolling)


580,117



11
%


523,314



63
%


321,054Active (12 month rolling)


1,144,028



12
%


1,021,725



36
%


753,538Merchandise MetricsGross Margin %


35.5
%


260
bps


32.9
%


70
bps


32.2
%Net Shipped Units (in thousands)


5,175



14
%


4,537



47
%


3,088Average Selling Price

$
101



(6
)%

$
108



(39
)%

$
176Return Rate


19.8
%


(120
)bps


21.0
%


(1020
)bps


31.2
%Internet Net Sales %


41.2
%


750
bps


33.7
%


180
bps


31.9
%   Program
    Distribution
   33




---



##### Table of Contents



Cable
    and Satellite Distribution Agreements
    Customer
    Counts
    Net
    Shipped Units
    Average
    Selling Price
    Return
    Rates
   34




---



##### Table of Contents



Net
    Sales
  e-commerce
    Gross
    Profit
      Operating
    Expenses
     35




---



##### Table of Contents



Restructuring
    Costs
    Chief
    Executive Officer Transition Costs
   36




---



##### Table of Contents



Operating
    Loss
      Net
    Loss
  other-than-temporary held-to-maturity
     37




---



##### Table of Contents



Quarterly
    Results
    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In thousands, except percentages and per share amounts)Fiscal 2010:Net sales

$
124,977


$
126,177


$
132,283


$
178,836


$
562,273Gross profit


45,737



47,156



47,049



59,587



199,529Gross profit margin


36.6
%


37.4
%


35.6
%


33.3
%


35.5
%Operating expenses


54,876



53,393



50,645



56,081



214,995Operating income (loss)


(9,139
)


(6,237
)


(3,596
)


3,506



(15,466
)Other loss, net


(1,808
)


(2,086
)


(2,203
)


(4,882
)


(10,979
)Net loss

$
(10,971
)

$
(7,693
))

$
(5,814
)

$
(1,390
)

$
(25,868
)Net loss per share

$
(.34
)

$
(.24
)

$
(.18
)

$
(.04
)

$
(.78
)Net loss per share  assuming dilution

$
(.34
)

$
(.24
)

$
(.18
)

$
(.04
)

$
(.78
)Weighted average shares outstanding:Basic


32,680



32,703



32,781



35,141



33,326Diluted


32,680



32,703



32,781



35,141



33,326Fiscal 2009:Net sales

$
133,802


$
119,345


$
119,441


$
155,285


$
527,873Gross profit


42,189



41,560



39,667



50,356



173,772Gross profit margin


31.5
%


34.8
%


33.2
%


32.4
%


32.9
%Operating expenses


53,836



52,329



51,238



57,540



214,943Operating loss


(11,647
)


(10,769
)


(11,571
)


(7,184
)


(41,171
)Other income (loss), net


(527
)


2,540



(1,348
)


(1,583
)


(918
)Excess of Preferred Stock carrying value over redemption value


27,362















27,362Net income (loss)

$
15,288


$
(8,234
)

$
(12,919
)

$
(8,833
)

$
(14,698
)Net income (loss) per share

$
.46


$
(.26
)

$
(.40
)

$
(.27
)

$
(.45
)Net income (loss) per share  assuming dilution

$
.46


$
(.26
)

$
(.40
)

$
(.27
)

$
(.45
)Weighted average shares outstanding:Basic


33,104



32,273



32,332



32,443



32,538Diluted


33,110



32,273



32,332



32,443



32,538  38




---



##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
  30-60 days
  Sources
    of Liquidity
      Form S-3 and/or
    Cash
    Requirements
     39




---



##### Table of Contents



year-to-date
   40




---



##### Table of Contents



e-commerce
    Contractual
    Cash Obligations and Commitments
    Payments Due by PeriodLess than








More thanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Cable and satellite agreements(a)

$
170,046


$
98,698


$
71,273


$
75


$
Series B preferred stock redemption


40,854







12,256



28,598



Series B preferred stock interest(b)


26,356



2,500



2,411



21,445



Term loan


25,000











25,000



Operating leases


5,126



1,291



1,755



1,560



520Employment agreements


2,901



2,896



5







Purchase order obligations


15,173



15,173











Total

$
285,456


$
120,558


$
87,700


$
76,678


$
520     (a)
    
    Future cable and satellite payment commitments are based on
    subscriber levels as of January 29, 2011 and future payment
    commitment amounts could increase or decrease as the number of
    cable and satellite subscribers increase or decrease. Under
    certain circumstances, operators or we may cancel the agreements
    prior to expiration.(b)
    
    Interest commitments on the Series B preferred stock is
    estimated based on scheduled contractual redemption dates.  Impact of
    Inflation
   41




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      
    Accounts receivable.  We utilize an installment
    payment program called ValuePay that entitles customers to
    purchase merchandise and generally pay for the merchandise in
    two to six equal monthly credit card installments in which we
    bear the risk of collection. As of January 29, 2011 and
    January 30, 2010, we had approximately $82.7 million
    and $62.5 million respectively, due from customers under
    the ValuePay installment program. We maintain allowances for
    doubtful accounts for estimated losses resulting from the
    inability of our customers to make required payments. Estimates
    are used in determining the provision for doubtful accounts and
    are based on historical rates of actual write offs and
    delinquency rates, historical collection experience, credit
    policy, current trends in the credit quality of our customer
    base, average length of ValuePay offers, average selling prices,
    our sales mix and accounts receivable aging. The provision for
    doubtful accounts receivable (primarily related to our ValuePay
    program) for fiscal 2010, fiscal 2009 and fiscal 2008 were
    $9.3 million, $6.8 million and $9.8 million,
    respectively. Based on our fiscal 2010 bad debt experience, a
    one-half point increase or decrease in our bad debt experience
    as a percentage of total television home shopping and internet
    net sales would have an impact of approximately
    $2.8 million on consolidated distribution and selling
    expense.
    Inventory.  We value our inventory, which
    consists primarily of consumer merchandise held for resale,
    principally at the lower of average cost or realizable value. As
    of January 29, 2011 and January 30, 2010, we had
    inventory balances of $39.8 million and $44.1 million,
    respectively. We regularly review inventory quantities on hand
    and record a provision for excess and obsolete inventory based
    primarily on a percentage of the inventory balance as determined
    by its age and specific product category. In determining these
    percentages, we look at our historical write-off experience, the
    specific merchandise categories on hand, our historic recovery
    percentages on liquidations, forecasts of future product
    television shows, historic show pricing and the current market
    value of gold. Provision for excess and obsolete inventory for
    fiscal 2010, fiscal 2009 and fiscal 2008 were $1.7 million,
    $1.7 million and $5.0 million, respectively. Based on
    our fiscal 2010 inventory write down experience, a 10% increase
    or decrease in inventory write downs would have had an impact of
    approximately $166,000 on consolidated gross profit.
    Product returns.  We record a reserve as a
    reduction of gross sales for anticipated product returns at each
    month-end and must make estimates of potential future product
    returns related to current period product revenue. Our return
    rates on our television and internet sales was 20% in fiscal
    2010, 21% in fiscal 2009 and 31% in fiscal 2008. We estimate and
    evaluate the adequacy of our returns reserve by analyzing
    historical returns by merchandise category, looking at current
    economic trends and changes in customer demand and by analyzing
    the acceptance of new product lines. Assumptions and estimates
    are made and used in connection with establishing the sales
    returns reserve in any accounting period. Reserves for product
    returns for fiscal 2010, fiscal 2009 and fiscal 2008 were
    $4.5 million, $2.7 million and $2.8 million,
    respectively. Based on our fiscal 2010 sales returns, a
    one-point increase or decrease in our television and internet
    sales returns rate would have had an impact of approximately
    $2.7 million on gross profit. 42




---



##### Table of Contents




    FCC broadcasting license.  As of
    January 29, 2011 and January 30, 2010, we have
    recorded an intangible FCC broadcasting license asset totaling
    $23.1 million as a result of our acquisition of Boston
    television station WWDP TV-46 in fiscal 2003. The Company
    annually reviews its FCC broadcast license for impairment in the
    fourth quarter, or more frequently if an impairment indicator is
    present. The Company estimated the fair value of its FCC
    broadcast license in fiscal 2010 and fiscal 2009 by using an
    income-based discounted cash flow model with the assistance of
    an independent outside fair value consultant. The discounted
    cash flow model includes certain assumptions including revenues,
    operating profit and a discount rate. Further, the Company also
    considers recent comparable asset market data to assist in
    determining fair value. While we believe that our estimates and
    assumptions regarding the valuation of our reporting unit are
    reasonable, different assumptions or future events could
    materially affect our valuations. In fiscal 2008, we recorded an
    intangible asset impairment of $8.8 million and reduced the
    carrying value of our intangible FCC broadcast license asset as
    of January 31, 2009.
    Deferred taxes.  We account for income taxes
    under the liability method of accounting whereby income taxes
    are recognized during the fiscal year in which transactions
    enter into the determination of financial statement income
    (loss). Deferred tax assets and liabilities are recognized for
    the expected future tax consequences of temporary differences
    between the financial statement and tax basis of assets and
    liabilities. Deferred tax assets and liabilities are adjusted
    for the effects of changes in tax laws and rates on the date of
    the enactment of such laws. We assess the recoverability of our
    deferred tax assets in accordance with GAAP. The ultimate
    realization of deferred tax assets is dependent upon the
    generation of future taxable income during the periods in which
    those temporary differences become deductible. Management
    considers the scheduled reversal of deferred tax liabilities,
    projected future taxable income and tax planning strategies in
    making this assessment. In accordance with that standard, as of
    January 29, 2011 and January 30, 2010, we recorded a
    valuation allowance of approximately $107.3 million and
    $102.4 million, respectively, for our net deferred tax
    assets, including net operating and capital loss carryforwards.
    Based on our recent history of losses, a full valuation
    allowance was recorded in fiscal 2010, fiscal 2009 and fiscal
    2008 and was calculated in accordance with GAAP, which places
    primary importance on our most recent operating results when
    assessing the need for a valuation allowance. We intend to
    maintain a full valuation allowance for our net deferred tax
    assets until sufficient positive evidence exists to support
    reversal of allowances.  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   43




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    OF VALUEVISION MEDIA, INC.
    AND SUBSIDIARIES
  PageReport of Independent Registered Public
    Accounting Firm


45Consolidated Balance Sheets as of
    January 29, 2011 and January 30, 2010


46Consolidated Statements of Operations for the
    Years Ended January 29, 2011, January 30, 2010 and
    January 31, 2009


47Consolidated Statements of Shareholders
    Equity for the Years Ended January 29, 2011,
    January 30, 2010 and January 31, 2009


48Consolidated Statements of Cash Flows for the
    Years Ended January 29, 2011, January 30, 2010 and
    January 31, 2009


49Notes to Consolidated Financial Statements


50Financial Statement Schedule 
    Schedule II  Valuation and Qualifying
    Accounts


75  44




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  
    45




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  January 29,


January 30,2011


2010(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
46,471


$
17,000Restricted cash and investments


4,961



5,060Accounts receivable, net


90,183



68,891Inventories


39,800



44,077Prepaid expenses and other


3,942



4,333Total current assets


185,357



139,361Property and equipment, net


25,775



28,342FCC broadcasting license


23,111



23,111NBC Trademark License Agreement, net


928



4,154Other assets


3,188



1,246$
238,359


$
196,214LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
58,310


$
58,777Accrued liabilities


43,405



26,487Deferred revenue


728



728Current portion of accrued dividends


1,355



Total current liabilities


103,798



85,992Deferred revenue


425



1,153Long-term payable


4,894



4,841Term loan


25,000



Accrued Dividends  Series B Redeemable
    Preferred Stock


6,491



4,681Series B Redeemable Preferred Stock, $.01 par
    value, 4,929,266 shares authorized; 4,929,266 shares
    issued and outstanding


14,599



11,243Total liabilities


155,207



107,910Commitments and contingencies(Notes 14 and 15)Shareholders equity:Common stock, $.01 par value, 100,000,000 shares
    authorized; 37,781,688 and 32,672,735 shares issued and
    outstanding


378



327Warrants to purchase 6,014,744 and 6,022,115 shares of
    common stock


602



637Additional paid-in capital


337,421



316,721Accumulated deficit


(255,249
)


(229,381
)Total shareholders equity


83,152



88,304$
238,359


$
196,214    46




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009(In thousands, except share and per share data)Net sales

$
562,273


$
527,873


$
567,510Cost of sales


362,744



354,101



384,761Gross profit


199,529



173,772



182,749Operating expenses:Distribution and selling


181,536



178,015



214,956General and administrative


19,171



18,373



23,142Depreciation and amortization


13,158



14,320



17,297Restructuring costs


1,130



2,303



4,299CEO transition costs






1,932



2,681FCC license impairment










8,832Total operating expenses


214,995



214,943



271,207Operating loss


(15,466
)


(41,171
)


(88,458
)Other income (expense):Write down of auction rate investments










(11,072
)Gain (loss) on sale of investments






3,628



(969
)Debt extinguishment


(1,235
)






Interest expense


(9,795
)


(4,928
)


Interest income


51



382



2,739Total other expense


(10,979
)


(918
)


(9,302
)Loss before income taxes


(26,445
)


(42,089
)


(97,760
)Income tax benefit (provision)


577



91



(33
)Net loss


(25,868
)


(41,998
)


(97,793
)Excess of preferred stock carrying value over redemption value






27,362



Accretion of redeemable Series A preferred stock






(62
)


(293
)Net loss available to common shareholders

$
(25,868
)

$
(14,698
)

$
(98,086
)Net loss per common share

$
(0.78
)

$
(0.45
)

$
(2.92
)Net loss per common share  assuming dilution

$
(0.78
)

$
(0.45
)

$
(2.92
)Weighted average number of common shares outstanding:Basic


33,326,200



32,537,849



33,598,177Diluted


33,326,200



32,537,849



33,598,177    47




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 For
    the Years Ended January 29, 2011, January 30, 2010 and
    January 31, 2009
  Common





AccumulatedComprehensive


Common Stock


Stock


Additional


Other





TotalIncome


Number of


Par


Purchase


Paid-In


Comprehensive


Accumulated


Shareholders(Loss)


Shares


Value


Warrants


Capital


Losses


Deficit


Equity(In thousands, except share data)Balance, February 2, 2008






37,070,422


$
341


$
12,041


$
274,172


$
(2,454
)

$
(89,590
)

$
194,510Net loss

$
(97,793
)






















(97,793
)


(97,793
)Other comprehensive loss, net of tax:Unrealized loss on securities


(3,860
)


















(3,860
)






(3,860
)Losses on securities included in net loss


6,314



















6,314







6,314Comprehensive loss

$
(95,339
)Repurchases of common stock






(556,330
)


(6
)






(3,311
)










(3,317
)Common stock issuances pursuant to equity compensation plans






176,174



2







(19
)










(17
)Stock purchase warrants forfeited














(11,903
)


11,903











Share-based payment compensation


















3,928











3,928Accretion on Series A redeemable preferred stock


















(293
)










(293
)Balance, January 31, 2009






33,690,266



337



138



286,380







(187,383
)


99,472Net loss

$
(41,998
)






















(41,998
)


(41,998
)Value assigned to common stock purchase warrants














533















533Repurchases of common stock






(1,622,168
)


(16
)






(921
)










(937
)Common stock issuances pursuant to equity compensation plans






604,637



6







723











729Stock purchase warrants forfeited














(34
)


34











Share-based payment compensation


















3,205











3,205Excess of Series A preferred stock carrying value over
    redemption value


















27,362











27,362Accretion on Series A redeemable preferred stock


















(62
)










(62
)Balance, January 30, 2010






32,672,735



327



637



316,721







(229,381
)


88,304Net loss

$
(25,868
)






















(25,868
)


(25,868
)Common stock issuances pursuant to equity compensation plans






208,953



2







355











357Stock purchase warrants forfeited














(35
)


35











Share-based payment compensation


















3,350











3,350Common stock issuances






4,900,000



49







16,960











17,009Balance, January 29, 2011






37,781,688


$
378


$
602


$
337,421


$



$
(255,249
)

$
83,152    48




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009(In thousands)OPERATING ACTIVITIES:Net loss

$
(25,868
)

$
(41,998
)

$
(97,793
)Adjustments to reconcile net loss to net cash provided by (used
    for) operating activities:Depreciation and amortization


13,337



14,320



17,297Share-based payment compensation


3,350



3,205



3,928Amortization of deferred revenue


(728
)


(715
)


(287
)Amortization of debt discount


2,121



181



Amortization of deferred financing costs


305







Loss (gain) on sale of investments






(3,628
)


969Asset impairments and write-offs


809



1,446



19,904Debt extinguishment


1,235







Changes in operating assets and liabilities:Accounts receivable


(21,292
)


(17,581
)


58,179Inventories


4,277



6,980



28,387Prepaid expenses and other


348



(493
)


(64
)Deferred revenue






31



(118
)Accounts payable and accrued liabilities


16,768



(4,325
)


(23,302
)Accrued dividends payable  Series B preferred
    stock


5,665



4,681



Net cash provided by (used for) operating activities


327



(37,896
)


7,100INVESTING ACTIVITIES:Property and equipment additions


(7,584
)


(7,578
)


(8,318
)Proceeds from sale of short and long-term investments






19,356



34,464Proceeds from sale of property and equipment


55







Change in restricted cash


99



(3,471
)


(1,589
)Net cash provided by (used for) investing activities


(7,430
)


8,307



24,557FINANCING ACTIVITIES:Payments for repurchases of common stock






(937
)


(3,317
)Payment on redemption of Series A preferred stock






(3,400
)


Payment for Series B preferred stock and other issuance
    costs






(3,648
)


(100
)Payment for deferred issuance costs


(3,292
)






Payment for Series B preferred stock dividend


(2,500
)






Proceeds from exercise of stock options


357



729



Proceeds from issuance of term loan


25,000







Proceeds from issuance of common stock, net


17,009







Net cash provided by (used for) financing activities


36,574



(7,256
)


(3,417
)Net increase (decrease) in cash and cash equivalents


29,471



(36,845
)


28,240BEGINNING CASH AND CASH EQUIVALENTS


17,000



53,845



25,605ENDING CASH AND CASH EQUIVALENTS

$
46,471


$
17,000


$
53,845    49




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years Ended January 29, 2011, January 30, 2010, and
    January 31, 2009
  1.
    The
    Company:  24-hour month-to-month www.ShopNBC.tv
  e-commerce
    2.
    Summary
    of Significant Accounting Policies:  Fiscal
    Year
    Principles
    of Consolidation
    Revenue
    Recognition and Accounts Receivable
     50




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost
    of Sales and Other Operating Expenses
    Cash
    and Cash Equivalents
    Restricted
    Cash and Investments
    Inventories
    Marketing
    and Advertising Costs
   51




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    and Equipment
    Intangible
    Assets
    Income
    Taxes
      Net
    Loss Per Common Share
   52




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009Net loss available to common shareholders

$
(25,868,000
)

$
(14,698,000
)

$
(98,086,000
)Weighted average number of common shares outstanding using
    two-class method  Basic


33,326,200



32,538,000



33,598,000Dilutive effect of stock options, non-vested shares and warrants










Weighted average number of common shares outstanding 
    Diluted


33,326,200



32,538,000



33,598,000Net loss per common share

$
(0.78
)

$
(0.45
)

$
(2.92
)Net loss per common share  assuming dilution

$
(0.78
)

$
(0.45
)

$
(2.92
)   in-the-money
  Fair
    Value of Financial Instruments
        Use of
    Estimates
   53




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation
    3.
    Property
    and Equipment:    EstimatedUseful Life


January 29,


January 30,(In Years)


2011


2010Land and improvements





$
3,399,000


$
3,454,000Buildings and improvements


5-40



22,462,000



22,298,000Transmission and production equipment


5-10



8,292,000



8,194,000Office and warehouse equipment


3-15



11,065,000



10,832,000Computer hardware, software and telephone equipment


3-7



83,106,000



76,026,000Leasehold improvements


3-5



3,105,000



3,197,000Less  Accumulated depreciation






(105,654,000
)


(95,659,000
)$
25,775,000


$
28,342,000     4.
    Intangible
    Assets:    Weighted


January 29, 2011


January 30, 2010Average


Gross





GrossLife


Carrying


Accumulated


Carrying


Accumulated(Years)


Amount


Amortization


Amount


AmortizationDefinite-lived intangible assets:NBC trademark license agreement


10.5


$
34,437,000


$
(33,509,000
)

$
34,437,000


$
(30,283,000
)Indefinite-lived intangible assets:FCC broadcast license





$
23,111,000






$
23,111,000      54




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Accrued
    Liabilities:    January 29,


January 30,2011


2010Accrued cable access fees

$
28,730,000


$
11,636,000Accrued salaries and related


2,093,000



1,412,000Reserve for product returns


4,522,000



2,742,000Other


8,060,000



10,697,000$
43,405,000


$
26,487,000   6.
    ShopNBC
    Private Label and Co-Brand Credit Card Program:      7.
    Long-Term
    Investments:  held-to-maturity
  8.
    Fair
    Value Measurements:   55




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009Marketablesecurities auction ratesecurities onlyBeginning balance

$
15,728,000Total gains or losses:Included in earnings


3,628,000Settlements


(19 356,000
)Ending balance

$
   Measured
    at Fair Value  Nonrecurring Basis
    9.
    Preferred
    Stock and Long-Term Deferred Payable:  January 29,


January 30,2011


2010Series B Preferred Stock

$
40,854,000


$
40,854,000Unamortized debt discount on Series B Preferred Stock


(26,255,000
)


(29,611,000
)Series B Preferred Stock, carrying value

$
14,599,000


$
11,243,000Long-Term Deferred payable

$
4,894,000


$
4,841,000    56




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         57




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year

Preferred Stock


Deferred Payable2011

$



$
11,926,0002012






12,415,0002013


12,256,000



2014


28,598,000



$
40,854,000


$
24,341,000   10.
    Term Loan
    Credit Agreement:      11.
    Shareholders
    Equity:  Common
    Stock
    Dividends
   58




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warrants
    Stock-Based
    Compensation
        Fiscal

Fiscal

Fiscal2010

2009

2008Expected volatility

80%-88%

66%-78%

41%-56%Expected term (in years)

6 years

6 years

6 yearsRisk-free interest rate

1.9%-3.3%

2.3%-3.4%

2.9%-3.7%  59




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2004





2001Incentive


Weighted


Incentive


Weighted


Other Non-


WeightedStock


Average


Stock


Average


Qualified


AverageOption


Exercise


Option


Exercise


Stock


ExercisePlan


Price


Plan


Price


Options


PriceBalance outstanding,January 30, 2010


2,442,000


$
6.52



2,018,000


$
6.21






$
Granted


500,000



2.17



100,000



1.34



525,000



3.58Exercised


(26,000
)


2.46



(153,000
)


2.10







Forfeited or canceled


(542,000
)


6.92



(219,000
)


8.95







Balance outstanding,January 29, 2011


2,374,000


$
5.72



1,746,000


$
5.97



525,000


$
3.58Options exercisable at:January 29, 2011


1,735,000


$
6.65



1,192,000


$
7.03






$
January 30, 2010


1,342,000


$
8.79



969,000


$
8.32






$
January 31, 2009


1,412,000


$
9.90



1,103,000


$
9.85



1,400,000


$
15.46    Weighted











WeightedWeighted


Average








Weighted


AverageAverage


Remaining


Aggregate


Vested or


Average


Remaining


AggregateOptions


Exercise


Contractual


Intrinsic


Expected to


Exercise


Contractual


IntrinsicOption Type

Outstanding


Price


Life (Years)


Value


Vest


Price


Life (Years)


Value2004 Incentive:


2,374,000


$
5.72



7.3


$
4,614,000



2,310,000


$
5.79



7.2


$
4,406,0002001 Incentive:


1,746,000


$
5.97



7.3


$
3,422,000



1,691,000


$
6.05



7.1


$
3,258,000Other Non-Qualified Incentive:


525,000


$
3.58



9.3


$
1,507,000



473,000


$
3.58



9.3


$
1,357,000     Stock
    Option Tax Benefit
   60




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock
      Weighted AverageGrant Date FairShares


ValueNon-vested outstanding, January 30, 2010


39,000


$
2.26Granted


40,000


$
1.90Vested


(39,000
)

$
2.26Forfeited






Non-vested outstanding, January 29, 2011


40,000


$
1.90   Common
    Stock Repurchase Program
    Equity
    Offering
    12.
    Sales by
    Product Group:    For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009Jewelry & Watches

$
272,151


$
278,784


$
306,366Home & Electronics


170,714



149,358



160,762Beauty, Health & Fitness


46,612



36,648



24,854Fashion (apparel, outerwear & accessories)


30,815



27,084



35,845All other


41,981



35,999



39,683Total

$
562,273


$
527,873


$
567,510  61




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Income
    Taxes:    January 29,


January 30,2011


2010Accruals and reserves not currently deductible for tax purposes

$
6,747


$
5,038Inventory capitalization


665



640Basis differences in intangible assets


(2,881
)


(2,100
)Differences in depreciation lives and methods


2,617



2,626Differences in investments and other items


1,900



(185
)Net operating loss carryforwards


98,270



96,353Valuation allowance


(107,318
)


(102,372
)Net deferred tax asset

$



$
     For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009Current

$
577,000


$
91,000


$
(33,000
)Deferred










$
577,000


$
91,000


$
(33,000
)     For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009Taxes at federal statutory rates


35.0
%


35.0
%


35.0
%State income taxes, net of federal tax benefit


1.3



1.9



1.9Non-cash stock option vesting expense


(3.7
)


(1.6
)


(1.1
)Non-deductible interest


(12.2
)


(4.0
)


Other


0.5



0.8



Valuation allowance and NOL carryforward benefits


(18.7
)


(31.9
)


(35.8
)Effective tax rate


2.2
%


0.2
%


0.0
%    62




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Commitments
    and Contingencies:  Cable
    and Satellite Affiliation Agreements
          Fiscal Year

Amount2011

$
98,698,0002012


66,703,0002013


4,570,0002014


75,0002015 and thereafter


   Employment
    Agreements
   63




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operating
    Lease Commitments
      Fiscal Year

Amount2011

$
1,291,0002012


975,0002013


780,0002014


780,0002015 and thereafter


1,300,000     Retirement
    and Savings Plan
    15.
    Litigation:     64




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Supplemental
    Cash Flow Information:    For the Years EndedJanuary 29,


January 30,


January 31,2011


2010


2009Supplemental cash flow information:Interest paid

$
647,000


$
11,000


$
Income taxes paid

$
100,000


$
43,000


$
208,000Supplemental non-cash investing and financing activities:Common stock purchase warrants forfeited

$
35,000


$
34,000


$
11,903,000Deferred financing costs included in accrued liabilities

$
4,000


$
414,000


$
1,283,000Property and equipment purchases included in accounts payable

$
87,000


$
72,000


$
94,000Accretion of redeemable Series A Preferred Stock

$



$
62,000


$
293,000Issuance of Series B Preferred Stock

$



$
12,959,000


$
Excess of preferred stock carrying value over redemption value

$



$
27,362,000


$
Redemption of Series A Preferred Stock

$



$
40,854,000


$
Issuance of 6,000,000 common stock warrants

$



$
533,000


$
   17.
    Relationship
    with NBCU and GE Equity:  Strategic
    Alliance with GE Equity and NBCU
     65




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NBCU
    Trademark License Agreement
    e-commerce
    Amended
    and Restated Shareholder Agreement
   66




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       67




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Registration
    Rights Agreement
    18.
    Restructuring
    Costs:      Balance at








Balance atJanuary 30,





Cash


January 29,2010


Charges


Payments


2011Severance and retention

$
255,000


$
278,000


$
(533,000
)

$
Incremental restructuring charges


179,000



852,000



(1,031,000
)


$
434,000


$
1,130,000


$
(1,564,000
)

$
   Balance at








Balance atJanuary 31,





Cash


January 30,2009


Charges


Payments


2010Severance and retention

$
1,509,000


$
743,000


$
(1,997,000
)

$
255,000Incremental restructuring charges


95,000



1,560,000



(1,476,000
)


179,000$
1,604,000


$
2,303,000


$
(3,473,000
)

$
434,000   19.
    Chief
    Executive Officer Transition Costs:   68




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    20.
    Related
    Party Transactions:   69




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e)
 70




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
  Rules 13a-15(f)
    Internal Control 
    Integrated Framework.
  Internal Control  Integrated Framework
    KEITH
    R. STEWART
   Chief Executive Officer
 (Principal Executive Officer)
  WILLIAM
    MCGRATH
   Senior Vice President, Chief Financial Officer
 (Principal Financial Officer)
    Changes
    in Internal Controls over Financial Reporting
  Rules 13a-15 15d-15
 71




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    DELOITTE &
    TOUCHE LLP
    72




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
  Code
    of Business Conduct and Ethics
    Form 8-K
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K.
 73




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedule    
    Report of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of January 29, 2011 and
    January 30, 2010
    Consolidated Statements of Operations for the Years Ended
    January 29, 2011, January 30, 2010 and
    January 31, 2009
    Consolidated Statements of Shareholders Equity for the
    Years Ended January 29, 2011, January 30, 2010 and
    January 31, 2009
    Consolidated Statements of Cash Flows for the Years Ended
    January 29, 2011, January 30, 2010 and
    January 31, 2009
    Notes to Consolidated Financial Statements   74




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
 SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS  Column CColumn B


AdditionsBalances at


Charged to





Column EBeginning of


Costs and


Column D


Balance atColumn A

Year


Expenses


Deductions


End of YearFor the year ended January 29, 2011:Allowance for doubtful accounts

$
4,819,000


$
9,321,000


$
(8,497,000
)(1)

$
5,643,000Reserve for returns

$
2,742,000


$
49,335,000


$
(47,555,000
)(2)

$
4,522,000For the year ended January 30, 2010:Allowance for doubtful accounts

$
6,063,000


$
6,813,000


$
(8,057,000
)(1)

$
4,819,000Reserve for returns

$
2,770,000


$
49,276,000


$
(49,304,000
)(2)

$
2,742,000For the year ended January 31, 2009:Allowance for doubtful accounts

$
6,888,000


$
9,826,000


$
(10,651,000
)(1)

$
6,063,000Reserve for returns

$
8,376,000


$
85,112,000


$
(90,718,000
)(2)

$
2,770,000     (1)
    
    Write off of uncollectible receivables, net of recoveries.(2)
    
    Refunds or credits on products returned.     75




---



##### Table of Contents



SIGNATURES    
  By:
    /s/  KEITH
    R. STEWART     Form 10-K Form 10-K
  Name

Title/s/  KEITH
    R. STEWARTKeith
    R. Stewart

Chief Executive Officer and Director
    (Principal Executive Officer)/s/  WILLIAM
    MCGRATHWilliam
    McGrath

Senior Vice President, Chief Financial Officer
    (Principal Financial Officer)/s/  RANDY
    S. RONNINGRandy
    S. Ronning

Chairman of the Board/s/  JOSEPH
    F. BERARDINOJoseph
    F. Berardino

DirectorCatherine
    Dunleavy

DirectorPatrick
    O. Kocsi

Director/s/  ROBERT
    J. KORKOWSKIRobert
    J. Korkowski

Director/s/  EDWIN
    GARRUBBOEdwin
    Garrubbo

Director/s/  JOHN
    D. BUCKJohn
    D. Buck

Director  76




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description

Method of Filing3
.1

Articles of Incorporation, as amended

Incorporated by reference(R)3
.2

Certificate of Designation of Series B Redeemable Preferred
    Stock

Incorporated by reference(Q)3
.3

Statement of Cancellation of Certificate of Designation of
    Series A Redeemable Convertible Preferred Stock dated
    February 26, 2009.

Incorporated by reference(O)3
.4

Amended and Restated By-Laws, as amended through
    September 21, 2010

Incorporated by reference(A)10
.1

2001 Omnibus Stock Plan of the Registrant

Incorporated by reference(L)10
.2

Amendment No. 1 to the 2001 Omnibus Stock Plan of the
    Registrant

Incorporated by reference(N)10
.3

Form of Incentive Stock Option Agreement under the 2001 Omnibus
    Stock Plan of the Registrant

Incorporated by reference(P)10
.4

Form of Nonstatutory Stock Option Agreement under the 2001
    Omnibus Stock Plan of the Registrant

Incorporated by reference(P)10
.5

Form of Restricted Stock Agreement under the 2001 Omnibus Stock
    Plan of the Registrant

Incorporated by reference(P)10
.6

2004 Omnibus Stock Plan

Incorporated by reference(I)10
.7

Form of Stock Option Agreement (Employees) under 2004 Omnibus
    Stock Plan

Incorporated by reference(G)10
.8

Form of Stock Option Agreement (Executive Officers) under 2004
    Omnibus Stock Plan

Incorporated by reference(G)10
.9

Form of Stock Option Agreement (Executive Officers) under 2004
    Omnibus Stock Plan

Incorporated by reference(G)10
.10

Form of Stock Option Agreement (Directors  Annual
    Grant) under 2004 Omnibus Stock Plan

Incorporated by reference(G)10
.11

Form of Stock Option Agreement (Directors  Other
    Grants) under 2004 Omnibus Stock Plan

Incorporated by reference(G)10
.12

Form of Restricted Stock Agreement (Directors) under 2004
    Omnibus Stock Plan

Incorporated by reference(C)10
.13

Form of Option Agreement between the Registrant and John D. Buck

Incorporated by reference(B)10
.14

Amended and Restated Employment Agreement between the Registrant
    and Keith R. Stewart dated February 19, 2010

Incorporated by reference(J)10
.15

2007 Annual Management Incentive Plan

Incorporated by reference (D)10
.16

Description of Director Compensation Program

Incorporated by reference(R)10
.17

Investment Agreement by and between the Registrant and GE
    Capital Equity Investments, Inc. dated as of March 8, 1999

Incorporated by reference(E)10
.18

First Amendment and Agreement dated as of April 15, 1999 to
    the Investment Agreement, dated as of March 8, 1999, by and
    between the Registrant and GE Capital Equity Investments, Inc.

Incorporated by reference(F)10
.19

Letter Agreement dated March 8, 1999 between NBC Universal,
    Inc., GE Capital Equity Investments, Inc. and the Registrant

Incorporated by reference(E)10
.20

Amended and Restated Shareholder Agreement dated
    February 25, 2009 between the Registrant, GE Capital Equity
    Investments, Inc. and NBC Universal, Inc.

Incorporated by reference(Q) 77




---



##### Table of Contents



Exhibit No.

Description

Method of Filing10
.21

Common Stock Purchase Warrants issued on February 25, 2009
    between the Registrant, GE Capital Equity Investments, Inc. and
    NBC Universal, Inc.

Incorporated by reference(Q)10
.22

Exchange Agreement dated February 25, 2009 between the
    Registrant, GE Capital Equity Investments, Inc. and NBC
    Universal, Inc.

Incorporated by reference(Q)10
.23

Amended and Restated Registration Rights Agreement dated
    February 25, 2009 between the Registrant, GE Capital Equity
    Investments, Inc. and NBC Universal, Inc.

Incorporated by reference(Q)10
.24

Letter Agreement dated November 16, 2000 between the
    Registrant and NBC Universal, Inc.

Incorporated by reference(K)10
.25

Trademark License Agreement, between NBC Universal, Inc. and the
    Registrant, as amended through November 17, 2010

Filed herewith10
.26

Stock Purchase Agreement dated as of February 9, 2005
    between GE Capital Equity Investments, Inc. and Delta Onshore,
    LP, Delta Institutional, LP, Delta Pleiades, LP and Delta
    Offshore, Ltd.

Incorporated by reference(H)10
.27

William McGrath Severance Eligibility

Incorporated by reference(S)10
.28

Credit Agreement dated November 17, 2010 among the
    Registrant, as the lead borrower, certain of its subsidiaries
    party thereto as borrowers, Crystal Financial LLC, as agent and
    a lender and the lenders party thereto.

Incorporated by reference(T)10
.29

Form of Indemnification Agreement with Directors and Officers of
    the Registrant

Incorporated by reference(A)21


Significant Subsidiaries of the Registrant

Filed herewith23


Consent of Independent Registered Public Accounting Firm

Filed herewith24


Powers of Attorney

Included with signature pages31
.1

Certification

Filed herewith31
.2

Certification

Filed herewith32


Section 1350 Certification of Chief Executive Officer and
    Chief Financial Officer

Filed herewith     
    
    Management compensatory plan/arrangement.(A)
    
    Incorporated herein by reference to the Current Report on
    Form 8-K
    dated September 27, 2010, filed on September 27, 2010,
    File
    No. 0-20243.  (B)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated August 25, 2008, filed on August 28, 2008, File
    No. 0-20243.  (C)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated June 21, 2006, filed on June 26, 2006, File
    No. 0-20243.(D)
    
    Incorporated herein by reference to the Registrants Proxy
    Statement in connection with its annual meeting of shareholders
    held on June 28, 2007, filed on June 1, 2007, File
    No. 0-20243.(E)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated March 8, 1999, filed on March 18, 1999, File
    No. 0-20243.(F)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated April 15, 1999, filed on April 29, 1999, File
    No. 0-20243.(G)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated January 14, 2005, filed on January 14, 2005,
    File
    No. 0-20243.(H)
    
    Incorporated by reference to the Schedule 13D/A (Amendment
    No. 7) dated February 11, 2005, filed
    February 15, 2005, File
    No. 005-41757. 78




---



##### Table of Contents



(I)
    
    Incorporated herein by reference to the Registrants Proxy
    Statement in connection with its annual meeting of shareholders
    held on June 21, 2006, filed on May 23, 2006, File
    No. 0-20243.(J)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated February 19, 2010, filed on February 23, 2010,
    File
    No. 0-20243.(K)
    
    Incorporated herein by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended January 31, 2001, File
    No. 0-20243.(L)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-8
    filed on January 25, 2002, File
    No. 333-81438.(M)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended April 30, 2001, filed on
    June 14, 2001, File
    No. 0-20243.(N)
    
    Incorporated herein by reference to the Registrants Proxy
    Statement in connection with its annual meeting of shareholders
    held on June 20, 2002, filed on May 23, 2002, File
    No. 0-20243.(O)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated February 26, 2009, filed on February 27, 2009,
    File
    No. 0-20243.(P)
    
    Incorporated herein by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended January 31, 2003, File
    No. 0-20243.(Q)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated February 25, 2009, filed on February 26, 2009,
    File
    No. 0-20243.(R)
    
    Incorporated herein by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended January 30, 2010, filed on
    April 15, 2010, File
    No. 0-20243.(S)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated August 4, 2010, filed on August 6, 2010, File
    No. 0-20243.(T)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated November 19, 2010, filed on November 22, 2010,
    File
    No. 0-20243. 79