##### 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 31, 2009oro

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

41-1673770(State or Other Jurisdiction
    of Incorporation or Organization)

(I.R.S. Employer
    Identification No.)6740 Shady Oak Road, Eden Prairie, MN

55344-3433(Address of Principal Executive
    Offices)

(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
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

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 31, 2009
  TABLE OF CONTENTS
  PagePART IItem 1.


Business


4Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


25Item 2.


Properties


25Item 3.


Legal Proceedings


25Item 4.


Submission of Matters to a Vote of Security
    Holders


25PART IIItem 5.


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


26Item 6.


Selected Financial Data


29Item 7.


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


31Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


48Item 8.


Financial Statements and Supplementary Data


49Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


79Item 9A.


Controls and Procedures


79Item 9B.


Other Information


82PART IIIItem 10.


Directors, and Executive Officers and Corporate
    Governance


82Item 11.


Executive Compensation


82Item 12.


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


82Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


82Item 14.


Principal Accountant Fees and Services


82PART IVItem 15.


Exhibits and Financial Statement Schedule


83Signatures


85EX-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, e-commerce
 3




---



##### Table of Contents



PART I  Item 1.
    Business  55344-3433.
  A.
    General  24-hour
    Television
    and Internet Retailing
  24-hour
  Products
    and Product Mix
   4




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##### Table of Contents



Category

Fiscal 2008


Fiscal 2007


Fiscal 2006Jewelry


36
%


38
%


39
%Consumer Electronics


22
%


25
%


24
%Watches, Coins & Collectibles


22
%


16
%


15
%Apparel, Fashion Accessories and Health & Beauty


12
%


10
%


11
%Home and All Other


8
%


11
%


11
%   Jewelry.
  Consumer Electronics.
  Watches, Coins &
    Collectibles.
  Apparel, Fashion Accessories and Health &
    Beauty.
  Home and All Other.
  B.  Business
    Strategy
        C.
    Television
    Program Distribution and Internet Operations  Television
    Home Shopping Network
  Satellite Delivery of Programming.
 5




---



##### Table of Contents



back-up
  Cable Affiliation Agreements.
        Direct Satellite Service Agreements.
  Other Methods of Program Distribution.
  Internet
    Website
     6




---



##### Table of Contents



e-commerce e-commerce e-commerce
  e-commerce e-commerce 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
        Amended
    and Restated Shareholder Agreement
   8




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9




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##### Table of Contents



Registration
    Rights Agreement
    NBCU
    Distribution and Marketing Agreement
    NBCU
    Trademark License Agreement
    e-commerce
  Polo
    Ralph Lauren/Ralph Lauren Media Electronic Commerce
    Alliance
    E.  Marketing
    and Merchandising
  Television
    and Internet Retailing
   10




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##### Table of Contents



ShopNBC
    Private Label and Co-Brand Credit Card Program
    Favorable
    Purchasing Terms
    F.
    Order
    Entry, Fulfillment and Customer Service       11




---



##### Table of Contents



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




---



##### Table of Contents



H.
    Federal
    Regulation    Cable
    Television
    Must Carry.
    Cable
    Leased Access
    Broadcast
    Television
  General.
 13




---



##### Table of Contents



Full Power Television Stations.
  Broadcast Multiple Ownership Limits.
  Alternative
    Technologies
    Advanced
    Television Systems
  present-day
 14




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##### Table of Contents



52-69
  Telephone
    Companies Provision of Programming Services
   15




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Regulations
    Affecting Multiple Payment Transactions
    Fair
    and Accurate Credit Transactions Act
    I.  Seasonality
    and Economic Sensitivity
    J.  Employees
   16




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K.  Executive
    Officers of the Registrant
    Name

Age

Position(s) HeldKeith R. Stewart


45


President and Chief Executive Officer and DirectorFrank P. Elsenbast


43


Senior Vice President and Chief  Financial OfficerNathan E. Fagre


53


Senior Vice President, General Counsel & SecretaryKris M. Kulesza


55


Senior Vice President  MerchandisingJean-Guillaume Sabatier


39


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


50


Vice President  OperationsNicholas J. Vassallo


45


Vice President and Corporate ControllerMark A. Ahmann


52


Senior Vice President  Human Resources & TV
    Sales   Keith R. Stewart
  Frank P. Elsenbast
  Nathan E. Fagre e-commerce,
  Kris M. Kulesza
  Jean-Guillaume Sabatier
 17




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##### Table of Contents



Michael A. Murray
  Nicholas J. Vassallo
  Mark A. Ahmann
  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 launched a new business strategy after unsuccessful efforts
    to sell our company in fiscal 2008.
   18




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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.
    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.
    Current
    negative economic conditions have adversely affected our
    business and a continued weakening over the macroeconomic
    environment could further adversely affect our
    business.
    If the
    recent worsening of credit market conditions continues or
    increases, it could have a material adverse impact on our
    investment portfolio value and our ability to liquidate our
    auction rate securities.
   19




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We may
    lose distribution of our programming because we are unsuccessful
    in negotiating new distribution agreements for all of our
    current households and because of the ongoing shift from analog
    to digital programming.
    NBCU
    and GE Equity have the ability to exert significant influence
    over us and have the right to disapprove of certain actions by
    us.
   20




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Loss
    of the NBC branding license would require us to pursue a new
    branding strategy that may not be successful and may incur
    significant additional expense.
    Intense
    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
  Our
    businesses may not be able to accurately predict and/or respond
    in a timely manner to evolving customer preferences and trends
    and industry standards, which could result in excess inventory,
    related markdowns and lost sales.
  e-commerce and/or
  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
 21




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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
    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.
   22




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##### Table of Contents



e-commerce.
  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.
    The
    failure to secure suitable placement for our television
    programming and the expansion of digital cable systems would
    adversely affect our ability to attract and retain television
    viewers and could result in a decrease in revenue.
    
    as cable operators move our network from analog to digital
    tiers, we experience a loss of viewers, since at the current
    time less than half of all cable television subscribers choose
    to also subscribe to the digital tier;
    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).    The
    unanticipated loss of several of our larger vendors could impact
    our sales on a temporary basis.
   23




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Many
    of our key functions are concentrated in a single location, and
    a natural disaster could seriously impact our ability to
    operate.
    Our
    e-commerce
    activities are subject to a number of general business
    regulations and laws regarding taxation and online commerce,
    which may increase our pricing or lessen consumer
    demand.
  e-commerce e-commerce e-commerce
  We
    could be subject to additional sales tax collection
    obligations.
  and/or
  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.
   24




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##### Table of Contents



If our
    common stock continues to trade below $1.00 per share, we could
    cease to be in compliance with the continued listing standards
    set forth by Nasdaq.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  34-acre
  Item 3.
    Legal
    Proceedings      Item 4.
    Submission
    of Matters to a Vote of Security Holders   25




---



##### Table of Contents



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 2008First Quarter

$
6.17


$
4.82Second Quarter


4.74



3.04Third Quarter


2.89



0.97Fourth Quarter


0.58



0.37Fiscal 2007First Quarter


13.30



11.12Second Quarter


12.19



8.85Third Quarter


10.06



5.00Fourth Quarter


7.21



4.45   Holders
    Dividends
    Issuer
    Purchases of Equity Securities
   26




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##### Table of Contents



Stock
    Performance Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    
    January 31,


January 31,


February 4,


May 10,


February 3,


February 2,


January 31,2004


2005


2006


2006


2007


2008


2009ValueVision Media, Inc.


$
100.00



$
80.46



$
70.13



$
75.21



$
70.07



$
34.61



$
1.38Nasdaq Stock Market (U.S.) Index



100.00




101.07




114.63




116.39




125.05




120.53




73.20Peer Group



100.00




81.54




79.11




74.18




89.70




103.17




65.04  27




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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


5,179,000


$
7.56



701,000
(1)Equity Compensation
    Plans Not Approved by Security holders (2)


1,429,000
(2)

$
15.47



Total


6,608,000


$
9.27



701,000     (1)
    
    Includes securities available for future issuance under
    shareholder approved compensation plans other than upon the
    exercise of an outstanding options, warrants or rights, as
    follows: 23,000 shares under the 2001 Omnibus Stock Plan
    and 678,000 shares under the 2004 Omnibus Stock Plan.(2)
    
    Reflects 29,000 shares of common stock issuable upon
    exercise of warrants held by NBCU and 1,400,000 shares of
    common stock issuable upon exercise of nonstatutory stock
    options granted to our employees at per share exercise prices
    equal to the fair market value of a share of common stock on the
    date of grant. Each of these options expires between five and
    ten years after the date of issuance, and are currently fully
    vested. These stock options were utilized solely for inducement
    stock option grants for newly hired officers. 28




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year EndedJanuary 31,


February 2,


February 3,


February 4,


January 31,2009(a)


2008(b)


2007


2006(c)


2005(d)(In thousands, except per share data)Statement of Operations Data:Net sales

$
567,510


$
781,550


$
767,275


$
691,851


$
623,634Net sales less cost of sales, exclusive of depreciation and
    amortization(g)


182,749



271,015



267,161



238,944



204,096Operating loss


(88,458
)


(23,052
)


(9,479
)


(18,646
)


(44,271
)Income (loss) from continuing operations(e)


(97,793
)


22,452



(2,396
)


(13,457
)


(42,719
)Discontinued operations(f)














(2,296
)


(14,882
)Per Share Data:Net income (loss) from continuing operations per common share

$
(2.92
)

$
0.53


$
(0.07
)

$
(0.37
)

$
(1.17
)Net income (loss) from continuing operations per common share
     assuming dilution

$
(2.92
)

$
0.53


$
(0.07
)

$
(0.37
)

$
(1.17
)Weighted average shares outstanding:Basic


33,598



41,992



37,646



37,182



36,815Diluted


33,598



42,011



37,646



37,182



36,815   January 31,


February 2,


February 3,


February 4,


January 31,2009


2008


2007


2006


2005(In thousands)Balance Sheet Data:Cash and short-term investments

$
55,434


$
59,078


$
71,294


$
82,350


$
100,581Current assets


161,469



252,183



260,445



246,029



240,524Long-term investments


15,728



26,306











Property, equipment and other assets


64,303



80,591



91,535



101,110



109,772Total assets


241,500



359,080



351,980



347,139



350,296Current liabilities


95,988



118,350



105,274



100,820



89,074Other long-term obligations










2,553



130



1,380Redeemable preferred stock


44,191



43,898



43,607



43,318



43,030Shareholders equity


99,472



194,510



198,847



202,871



216,812   Year EndedJanuary 31,


February 2,


February 3,


February 4,


January 31,2009


2008


2007


2006


2005(In thousands, except statistical data)Other Data:Sales margin(g)


32.2
%


34.7
%


34.8
%


34.5
%


32.7
%Working capital

$
65,481


$
133,833


$
155,171


$
145,209


$
151,450Current ratio


1.7



2.1



2.5



2.4



2.7Adjusted EBITDA (as defined)(h)

$
(51,421
)

$
6,850


$
14,690


$
1,910


$
(19,129
)Cash Flows:Operating

$
7,100


$
11,189


$
3,542


$
(10,374
)

$
(18,070
)Investing

$
24,557


$
(475
)

$
(1,562
)

$
(10,111
)

$
(2,304
)Financing

$
(3,417
)

$
(26,605
)

$
(3,627
)

$
988


$
1,981  29




---



##### Table of Contents



(a)
    
    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 7,
    16 and 18 to the consolidated financial statements.(b)
    
    Results of operations for fiscal 2007 include the following:
    (i) a $40.2 million gain on the sale of RLM,
    (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. See Notes 14, 16 and 18
    to the consolidated financial statements.(c)
    
    Results of operations for fiscal 2005 include a $294,000 gain on
    the sale of a television station.(d)
    
    Results of operations for fiscal 2004 include a non-cash charge
    of $1.9 million related to the write off of deferred
    advertising credits.(e)
    
    Income (loss) from continuing operations includes a net pre-tax
    gain of $40.2 million from the sale of RLM in fiscal 2007.(f)
    
    Discontinued operations relate to the operations of our FanBuzz
    subsidiary, which were shut down in fiscal 2005.(g)
    
    Management includes net sales less cost of sales from continuing
    operations (exclusive of depreciation and amortization), also
    known as sales margin because it is an operating measure
    commonly used by management, analysts and institutional
    investors in analyzing our net sales profitability. This term is
    not considered a measure determined in accordance with generally
    accepted accounting principles, or GAAP. The comparable GAAP
    measurement is gross profit, which is defined as net sales less
    cost of sales (inclusive of depreciation and amortization). Our
    gross profit from continuing operations for fiscal 2008, fiscal
    2007 and fiscal 2006 is $165.5 million, $251.0 million
    and $244.9 million, respectively.(h)
    
    EBITDA as defined for this statistical presentation represents
    net income (loss) from continuing operations for the respective
    periods excluding depreciation and amortization expense,
    interest income (expense) and income taxes. We define EBITDA, as
    adjusted, as EBITDA excluding non-recurring, non-operating gains
    (losses) and equity in income of Ralph Lauren Media, LLC;
    non-cash impairment charges and write downs; restructuring and
    CEO transition costs; and non-cash share-based compensation
    expense. Management has included the term EBITDA, as adjusted,
    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. Management
    believes that EBITDA, as adjusted, allows investors to make a
    more meaningful comparison between our core business operating
    results over different periods of time with those of other
    similar small cap, higher growth companies. In addition,
    management uses EBITDA, as adjusted, as a metric measure to
    evaluate operating performance under its management and
    executive incentive compensation programs. EBITDA, as adjusted,
    should not be construed as an alternative to operating 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. EBITDA as
    adjusted, may not be comparable to similarly entitled measures
    reported by other companies. 30




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##### Table of Contents



Year EndedJanuary 31,


February 2,


February 3,


February 4,


January 31,2009


2008


2007


2006


2005(In thousands)EBITDA, as adjusted

$
(51,421
)

$
6,850


$
14,690


$
1,910


$
(19,129
)Less:Non-operating gains (losses) and equity in income of RLM


(969
)


40,663



3,356



1,379



(50
)Write-down of auction rate investments


(11,072
)














FCC license impairment


(8,832
)














Restructuring costs and other non-recurring television station
    sale gains


(4,299
)


(5,043
)


(29
)


212



(5,736
)CEO transition costs


(2,681
)


(2,451
)










Non-cash share-based compensation expense


(3,928
)


(2,415
)


(1,901
)


(199
)


(486
)EBITDA (as defined)


(83,202
)


37,604



16,116



3,302



(25,401
)A reconciliation of EBITDA to net income (loss) is as follows:EBITDA, as defined


(83,202
)


37,604



16,116



3,302



(25,401
)Adjustments:Depreciation and amortization


(17,297
)


(19,993
)


(22,239
)


(20,569
)


(18,920
)Interest income


2,739



5,680



3,802



3,048



1,627Income tax (provision) benefit


(33
)


(839
)


(75
)


762



(25
)Discontinued operations of FanBuzz














(2,296
)


(14,882
)Net income (loss)

$
(97,793
)

$
22,452


$
(2,396
)

$
(15,753
)

$
(57,601
)   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
 31




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##### Table of Contents



Overview
  Company
    Description
  24-hour
  Products
    and Customers
    Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007Merchandise MixJewelry


36
%


38
%


39
%Consumer Electronics


22
%


25
%


24
%Watches, Coins & Collectibles


22
%


16
%


15
%Apparel, Fashion Accessories and Health & Beauty


12
%


10
%


11
%Home and All Other


8
%


11
%


11
%     Company
    Strategy
   32




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##### Table of Contents



Primary
    Challenge
    Our
    Competition
  e-commerce e-commerce
    e-commerce and/or
  e-commerce
 33




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##### Table of Contents



Results
    for Fiscal 2008
    Strategic
    Alternatives
    Intangible
    and Long-lived Asset Impairment
  Goodwill and Other Intangible Assets Accounting for the Impairment or Disposal of
    Long-Lived Assets,
  Restructuring
    Costs
   34




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##### Table of Contents



Chief
    Executive Officer Transition Costs
        Limitation
    on Must-Carry Rights
    Preferred
    Stock Exchange (Subsequent Event)
     35




---



##### Table of Contents



Results
    of Operations
    Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007Net sales


100.0
%


100.0
%


100.0
%Cost of sales (exclusive of depreciation and amortization)


67.8
%


65.3
%


65.2
%Operating expenses:Distribution and selling


37.9
%


30.9
%


29.5
%General and administrative


4.1
%


3.2
%


3.6
%Depreciation and amortization


3.0
%


2.6
%


2.9
%Restructuring costs


0.8
%


0.6
%


CEO transition costs


0.4
%


0.3
%


FCC license impairment


1.6
%






Total operating expenses


47.8
%


37.6
%


36.0
%Operating loss


(15.6
)%


(2.9
)%


(1.2
)%Other income (loss), net


(1.6
)%


0.7
%


0.5
%Loss before income taxes and equity in net income of
    affiliates


(17.2
)%


(2.2
)%


(0.7
)%Income taxes






(0.1
)%


Gain on sale of RLM






5.1
%


Equity in net income of affiliates






0.1
%


0.4
%Net income (loss)


(17.2
)%


2.9
%


(0.3
)%  36




---



##### Table of Contents



Key
    Performance Metrics*
  For the Twelve Months EndedJanuary 31,


%


February 2,


%


February 3,2009


Change


2008


Change


2007Program Distribution, (in thousands, except percentages)Cable FTEs


43,127



4
%


41,335



5
%


39,288Satellite FTEs


28,613



4
%


27,585



6
%


25,923Total Average FTEs


71,740



4
%


68,920



6
%


65,211Net Sales per FTE (Annualized)

$
7.88



(29
)%

$
11.13



(4
)%

$
11.58Merchandise MetricsShipped Units (in thousands)


3,695



(20
)%


4,621



(7
)%


4,989Average Selling Price  Shipped Units

$
203



(13
)%

$
233



10
%

$
211     *
    
    Includes television home shopping and internet sales only.  Program
    Distribution
    Cable
    and Satellite Distribution Agreements
   37




---



##### Table of Contents



Shipped
    Units
    Average
    Selling Price
    Sales
        Cost
    of Sales (exclusive of depreciation and
    amortization)
   38




---



##### Table of Contents



180-day
  Operating
    Expenses
         39




---



##### Table of Contents



Operating
    Loss
      Net
    Income (Loss)
   40




---



##### Table of Contents



Accounting for Income Taxes
  Quarterly
    Results
    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In thousands, except percentages and per share amounts)Fiscal 2008:Net sales

$
156,288


$
141,927


$
124,769


$
144,526


$
567,510Net sales less cost of sales (exclusive of depreciation and
    amortization)


49,956



47,881



43,075



41,837



182,749Sales margin


32.0
%


33.7
%


34.5
%


28.9
%


32.2
%Operating expenses


68,344



64,308



63,629



74,926



271,207Operating loss


(18,388
)


(16,427
)


(20,554
)


(33,089
)


(88,458
)Other income (loss), net


825



761



(224
)


408



1,770Write-down of auction rate securities














(11,072
)


(11,072
)Net loss

$
(17,578
)

$
(15,684
)

$
(20,778
)

$
(43,753
)

$
(97,793
)Net loss per share

$
(.53
)

$
(.47
)

$
(.62
)

$
(1.30
)

$
(2.92
)Net loss per share  assuming dilution

$
(.53
)

$
(.47
)

$
(.62
)

$
(1.30
)

$
(2.92
)Weighted average shares outstanding:Basic


33,578



33,574



33,591



33,650



33,598Diluted


33,578



33,574



33,591



33,650



33,598 41




---



##### Table of Contents



First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In thousands, except percentages and per share amounts)Fiscal 2007:Net sales

$
188,109


$
190,613


$
184,821


$
218,007


$
781,550Net sales less cost of sales (exclusive of depreciation and
    amortization)


66,113



67,322



64,984



72,596



271,015Sales margin


35.1
%


35.3
%


35.2
%


33.3
%


34.7
%Operating expenses


73,541



73,547



72,440



74,539



294,067Operating loss


(7,428
)


(6,225
)


(7,456
)


(1,943
)


(23,052
)Other income, net


1,240



1,456



1,728



1,070



5,494Gain on sale of RLM


40,240















40,240Net income (loss)

$
34,380


$
(5,409
)

$
(5,728
)

$
(791
)

$
22,452Net income (loss) per share

$
.80


$
(.15
)

$
(.16
)

$
(.02
)

$
.53Net income (loss) per share  assuming dilution

$
.80


$
(.15
)

$
(.16
)

$
(.02
)

$
.53Weighted average shares outstanding:Basic


42,939



37,367



36,331



35,314



41,992Diluted


42,939



37,367



36,331



35,314



42,011   Financial
    Condition, Liquidity and Capital Resources
    Sources
    of Liquidity
     42




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##### Table of Contents



Cash
    Requirements
  e-commerce
       43




---



##### Table of Contents



44




---



##### 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)

$
184,103


$
55,882


$
92,135


$
35,998


$
88Employment agreements


4,384



3,526



858







Operating leases


9,654



1,886



2,910



2,138



2,720Purchase order obligations


14,678



14,678











Total

$
212,819


$
75,972


$
95,903


$
38,136


$
2,808     (a)
    
    Future cable and satellite payment commitments are based on
    subscriber levels as of January 31, 2009 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. 45




---



##### Table of Contents



Impact of
    Inflation
    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 for uncollectibility. As of January 31, 2009
    and February 2, 2008, we had approximately
    $46.3 million and $99.9 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 in connection with
    actual write offs and delinquency rates, historical collection
    experience, current consumer credit trends, 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. While credit losses
    have historically been within our expectations and the
    provisions established, during fiscal 2008 and 2007 we saw a
    significant increase in bad debt write offs due to the recent
    deterioration of consumer credit coupled with our mix shift to
    higher delinquency product categories, increases in our average
    ValuePay installment length and increased sales to lower
    credit-score customers. Provision for doubtful accounts
    receivable (primarily related to our ValuePay program) for
    fiscal 2008, fiscal 2007 and fiscal 2006 were $9.8 million,
    $12.6 million and $6.1 million, respectively. Based on
    our fiscal 2008 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 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 31, 2009 and February 2, 2008, we had
    inventory balances of $51.1 million and $79.4 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 2008, fiscal 2007 and fiscal 2006 were $5.0 million,
    $1.8 million and $3.0 million, respectively. Based on
    our fiscal 2008 inventory write down experience, a 10% increase
    or decrease in inventory write downs would have had an impact of
    approximately $502,000 on consolidated net sales less cost of
    sales (exclusive of depreciation and amortization). 46




---



##### Table of Contents




    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 have been
    approximately 31% to 33% over the past three fiscal years. 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 2008, fiscal 2007 and fiscal 2006
    were $2.8 million, $8.4 million and $8.5 million,
    respectively. Based on our fiscal 2008 sales returns, a
    one-point increase or decrease in our television and internet
    sales returns rate would have had an impact of approximately
    $2.9 million on consolidated net sales less cost of sales
    (exclusive of depreciation and amortization).
    Long-term investments.  As of January 31,
    2009 our investment portfolio included auction rate securities
    with an estimated fair value of $15.7 million
    ($26.8 million cost basis). Our auction rate securities are
    primarily variable rate debt instruments that have underlying
    securities with contractual maturities greater than ten years
    and interest rates that are reset at auction primarily every
    28 days. These investment-grade auction rate securities
    have failed to settle in auctions during fiscal 2007 and fiscal
    2008. At this time, these investments are not available to
    settle current obligations, are not liquid, and in the event we
    need to access these funds, we will not be able to do so without
    a loss of principle. The loss of principal could be significant
    if we needed to access the funds within a short time horizon and
    the market for auction rate securities had not returned at the
    time we sought to sell such securities. As a result, in the
    fourth quarter of fiscal 2008, we recorded an
    other-than-temporary impairment charge of $11.1 million and
    reduced the carrying value of our auction rate security
    investment portfolio to reflect a permanent impairment on these
    securities due to the continued illiquidity of these investments
    and uncertainty regarding what period of time they might be
    settled and their ultimate value. While we believe that our
    estimates and assumptions regarding the valuation of our
    investments are reasonable, different assumptions could have a
    material affect on our valuations.
    FCC broadcasting license.  As of
    January 31, 2009 and February 2, 2008, we have
    recorded an intangible FCC broadcasting license asset totaling
    $23.1 million and $31.9 million, respectively, as a
    result of our acquisition of Boston television station WWDP
    TV-46 in fiscal 2003. In assessing the recoverability of our FCC
    broadcasting license asset, which we determined to have an
    indefinite life, we must make assumptions regarding estimated
    projected cash flows, recent comparable asset market data and
    other factors to determine the fair value of the related
    reporting unit. We had an independent fair market appraisal
    valuation performed on our television station WWDP TV-46 in the
    fourth quarter of fiscal 2008. As a result of this fair value
    appraisal, we recorded an intangible asset impairment of
    $8.8 million in the fourth quarter of fiscal 2008 and
    reduced the carrying value of our intangible FCC broadcast
    license asset as of January 31, 2009. 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.
    Intangible assets.  As of January 31, 2009
    and February 2, 2008, we had amortizable intangible assets
    totaling $7.5 million and $11.5 million, respectively,
    for the trademark license agreement with NBCU and the
    distribution and marketing agreement entered into with NBCU. We
    performed an impairment test with respect to these amortizable
    intangible assets in the fourth quarter of fiscal 2008 using an
    undiscounted cash flow analysis as stipulated by
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets, and determined that an
    impairment had not occurred. In assessing the recoverability of
    our intangible assets, we must make assumptions regarding
    estimated future cash flows and other factors to determine the
    fair value of the respective assets and reporting units. While
    we believe that our estimates and assumptions regarding the
    valuation are reasonable, different assumptions or future events
    could materially affect our valuations.
    Stock-based compensation.  We account for
    stock-based compensation issued to employees in accordance with
    Statement of Financial Accounting Standards No. 123(R)
    (revised 2004), Share-Based Payment, which revised
    SFAS No. 123, Accounting for Stock-Based
    Compensation, and superseded APB Opinion No. 25,
    Accounting for Stock Issued to Employees. This standard
    requires compensation costs related to all share-based payment
    transactions to be recognized in the financial statements at
    fair value. The fair value of each 47




---



##### Table of Contents



option award is estimated on the date of grant using the
    Black-Scholes option pricing model that uses assumptions for
    stock volatility, option terms, risk-free interest rates and
    dividend yields. Expected volatilities are based on the
    historical volatility of our stock. Expected term is calculated
    using the simplified method taking into consideration the
    options contractual life and vesting terms. The risk-free
    interest rate for periods within the contractual life of the
    option is based on the U.S. Treasury yield curve in effect
    at the time of grant. Expected dividend yields are not used in
    the fair value computations as we have never declared or paid
    dividends on our common stock. While we believe that our
    estimates and assumptions regarding the valuation of our
    share-based awards are reasonable, different assumptions could
    have a material affect on our valuations.  
    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 the provisions of
    Statement of Financial Accounting Standards No. 109,
    Accounting for Income Taxes. 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 31, 2009 and February 2, 2008, we recorded a
    valuation allowance of approximately $91.6 million and
    $56.5 million, respectively, for our net deferred tax
    assets and net operating and capital loss carryforwards. Based
    on our recent history of losses, a full valuation allowance was
    recorded in fiscal 2008, fiscal 2007 and fiscal 2006 and was
    calculated in accordance with the provisions of SFAS
    No. 109, 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 and loss carryforwards until
    sufficient positive evidence exists to support reversal of
    allowances.  Recently
    Issued Accounting Pronouncements
  Business Combinations.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Accounting for Derivative Instruments
    and Hedging Activities
 48




---



##### 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


50Consolidated Balance Sheets as of
    January 31, 2009 and February 2, 2008


51Consolidated Statements of Operations for the
    Years Ended January 31, 2009, February 2, 2008 and
    February 3, 2007


52Consolidated Statements of Shareholders
    Equity for the Years Ended January 31, 2009,
    February 2, 2008 and February 3, 2007


53Consolidated Statements of Cash Flows for the
    Years Ended January 31, 2009, February 2, 2008 and
    February 3, 2007


54Notes to Consolidated Financial Statements


55Financial Statement Schedule 
    Schedule II  Valuation and Qualifying
    Accounts


84  49




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  
    50




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  January 31,


February 2,2009


2008(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
53,845


$
25,605Restricted cash


1,589



Short-term investments






33,473Accounts receivable, net


51,310



109,489Inventories


51,057



79,444Prepaid expenses and other


3,668



4,172Total current assets


161,469



252,183Long-term investments


15,728



26,306Property and equipment, net


31,723



36,627FCC broadcasting license


23,111



31,943NBC Trademark License Agreement, net


7,381



10,608Other assets


2,088



1,413$
241,500


$
359,080LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
64,615


$
73,093Accrued liabilities


30,657



44,609Deferred revenue


716



648Total current liabilities


95,988



118,350Deferred revenue


1,849



2,322Commitments and contingencies(Notes 11 and 12)Series A Redeemable Convertible Preferred Stock,
    $.01 par value, 5,339,500 shares authorized;
    5,339,500 shares issued and outstanding


44,191



43,898Shareholders equity:Common stock, $.01 par value, 100,000,000 shares
    authorized; 33,690,266 and 34,070,422 shares issued and
    outstanding


337



341Warrants to purchase 29,487 and 2,036,858 shares of common
    stock


138



12,041Additional paid-in capital


286,380



274,172Accumulated other comprehensive losses






(2,454
)Accumulated deficit


(187,383
)


(89,590
)Total shareholders equity


99,472



194,510$
241,500


$
359,080    51




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007(In thousands, except share and per share data)Net sales

$
567,510


$
781,550


$
767,275Cost of sales(exclusive of depreciation and amortization
    shown below)


384,761



510,535



500,114Operating (income) expenses:Distribution and selling


214,956



241,681



226,450General and administrative


23,142



24,899



27,922Depreciation and amortization


17,297



19,993



22,239Restructuring costs


4,299



5,043



29CEO transition costs


2,681



2,451



FCC license impairment


8,832







Total operating expenses


271,207



294,067



276,640Operating loss


(88,458
)


(23,052
)


(9,479
)Other income (expense):Write down of auction rate securities


(11,072
)






Other


(969
)


(186
)


350Interest income


2,739



5,680



3,802Total other income (expense)


(9,302
)


5,494



4,152Loss from before income taxes and equity in net income of
    affiliates


(97,760
)


(17,558
)


(5,327
)Gain on sale of RLM investment






40,240



Income tax benefit (provision)


(33
)


(839
)


(75
)Equity in net income of affiliates






609



3,006Net income (loss)


(97,793
)


22,452



(2,396
)Accretion of redeemable preferred stock


(293
)


(291
)


(289
)Net income (loss) available to common shareholders

$
(98,086
)

$
22,161


$
(2,685
)Net income (loss) per common share

$
(2.92
)

$
0.53


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

$
(2.92
)

$
0.53


$
(0.07
)Weighted average number of common shares outstanding:Basic


33,598,177



41,992,167



37,646,162Diluted


33,598,177



42,010,972



37,646,162    52




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 For the
    Years Ended January 31, 2009, February 2, 2008 and
    February 3, 2007
  Common








AccumulatedComprehensive


Common Stock


Stock


Additional





Other





TotalIncome


Number of


Par


Purchase


Paid-In


Deferred


Comprehensive


Accumulated


Shareholders(Loss)


Shares


Value


Warrants


Capital


Compensation


Losses


Deficit


Equity(In thousands, except share data)Balance, February 4, 2006






37,643,676


$
376


$
34,029


$
278,266


$
(154
)

$



$
(109,646
)

$
202,871Net loss

$
(2,396
)


























(2,396
)


(2,396
)Repurchases of common stock






(405,685
)


(4
)






(4,695
)














(4,699
)Exercise of stock options and common stock issuances






355,777



4







1,455















1,459Stock purchase warrants forfeited














(11,057
)


11,057















Share-based payment compensation


















1,901















1,901Effect of accounting change (SFAS 123R)


















(154
)


154











Accretion on redeemable preferred stock


















(289
)














(289
)Balance, February 3, 2007






37,593,768



376



22,972



287,541











(112,042
)


198,847Net income

$
22,452



























22,452



22,452Other comprehensive loss, net of tax:Unrealized loss on securities


(2,454
)






















(2,454
)






(2,454
)Comprehensive income

$
19,998Repurchase of common stock






(3,617,562
)


(36
)






(26,948
)














(26,984
)Exercise of stock options and common stock issuances






94,216



1







525















526Stock purchase warrants forfeited














(10,931
)


10,931















Share-based payment compensation


















2,414















2,414Accretion on redeemable preferred stock


















(291
)














(291
)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
)Repurchase of common stock






(556,330
)


(6
)






(3,311
)














(3,317
)Common stock issuances






176,174



2







(19
)














(17
)Stock purchase warrants forfeited














(11,903
)


11,903















Share-based payment compensation


















3,928















3,928Accretion on redeemable preferred stock


















(293
)














(293
)Balance, January 31, 2009






33,690,266


$
337


$
138


$
286,380


$



$



$
(187,383
)

$
99,472    53




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007(In thousands)OPERATING ACTIVITIES:Net income (loss)

$
(97,793
)

$
22,452


$
(2,396
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


17,297



19,993



22,239Share-based payment compensation


3,928



2,415



1,901Common stock issued to employees






12



24Amortization of deferred revenue


(287
)


(287
)


(119
)Loss (gain) on sale of property and investments


969



(40,240
)


(500
)Asset impairments and write-offs


19,904



428



179Equity in net income of affiliates






(609
)


(3,006
)RLM dividends










250Changes in operating assets and liabilities:Accounts receivable


58,179



7,680



(29,691
)Inventories


28,387



(12,822
)


1,222Prepaid expenses and other


(64
)


1,532



3,594Deferred revenue


(118
)


1,189



2,188Accounts payable and accrued liabilities


(23,302
)


9,446



7,657Net cash provided by operating activities


7,100



11,189



3,542INVESTING ACTIVITIES:Property and equipment additions


(8,318
)


(11,789
)


(11,470
)Proceeds from sale of investment in RLM and property






43,750



500Purchase of investments






(82,913
)


(21,627
)Proceeds from sale of short and long-term investments


34,464



50,477



31,035Change in restricted cash


(1,589
)






Net cash provided by (used for) investing activities


24,557



(475
)


(1,562
)FINANCING ACTIVITIES:Proceeds from exercise of stock options






514



1,435Payments for repurchases of common stock


(3,317
)


(26,985
)


(4,699
)Payment of deferred offering costs


(100
)






Payment of long-term obligations






(134
)


(363
)Net cash used for financing activities


(3,417
)


(26,605
)


(3,627
)Net increase (decrease) in cash and cash equivalents


28,240



(15,891
)


(1,647
)BEGINNING CASH AND CASH EQUIVALENTS


25,605



41,496



43,143ENDING CASH AND CASH EQUIVALENTS

$
53,845


$
25,605


$
41,496    54




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Years
    Ended January 31, 2009, February 2, 2008, and
    February 3, 2007
  1.
    The
    Company:    24-hour
      2.
    Summary
    of Significant Accounting Policies:  Fiscal
    Year
  52/53 week
  Basis
    of Presentation
     55




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Principles
    of Consolidation
    Revenue
    Recognition and Accounts Receivable
  No. 00-10, Accounting for Shipping and Handling Fees and Cost
  Freight-On-Board
    Cost
    of Sales and Other Operating Expenses
   56




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Restricted
    Cash
    Short
    and Long-Term Investments
      Inventories
   57




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Costs
    Property
    and Equipment
    Intangible
    Assets
    Income
    Taxes
  Accounting for
    Income Taxes,
  Accounting for Uncertainty in Income Taxes
     58




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Income (Loss) Per Common Share
      For the Years EndedFebruary 2,


February 2,


February 3,2008


2008


2007Net income (loss) from continuing operations

$
(97,793,000


$
22,452,000


$
(2,396,000
)Weighted average number of common shares outstanding using
    two-class method


33,598,000



36,652,000



37,646,000Effect of participating convertible preferred stock






5,340,000



Weighted average number of common shares outstanding using
    two-class method  Basic


33,598,000



41,992,000



37,646,000Dilutive effect of stock options, non-vested shares and warrants






19,000



Weighted average number of common shares outstanding 
    Diluted


33,598,000



42,011,000



37,646,000Net income (loss) from continuing operations per common share

$
(2.92
)

$
0.53


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

$
(2.92
)

$
0.53


$
(0.07
)     Comprehensive
    Income (Loss)
    Fair
    Value of Financial Instruments
  Disclosures about Fair Value of Financial Instruments
 59




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Use of
    Estimates
    Stock-Based
    Compensation
  Share-Based Payment
    Recently
    Issued Accounting Pronouncements
  Business Combinations
 60




---



##### Table of Contents



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


January 31,


February 2,(In Years)


2009


2008Land and improvements





$
3,454,000


$
3,454,000Buildings and improvements


5-40



22,158,000



21,885,000Transmission and production equipment


5-10



8,593,000



8,267,000Office and warehouse equipment


3-15



11,024,000



10,790,000Computer hardware, software and telephone equipment


3-7



68,298,000



64,210,000Leasehold improvements


3-5



3,110,000



3,136,000Less  Accumulated depreciation and amortization






(84,914,000
)


(75,115,000
)$
31,723,000


$
36,627,000   4.
    Intangible
    Assets:    Weighted


January 31, 2009


February 2, 2008Average


Gross





GrossLife


Carrying


Accumulated


Carrying


Accumulated(Years)


Amount


Amortization


Amount


AmortizationAmortized intangible assets:NBC trademark license agreement


10.5


$
34,437,000


$
(27,056,000
)

$
34,437,000


$
(23,829,000
)Cable distribution and marketing agreement


9.5



8,278,000



(8,122,000
)


8,278,000



(7,406,000
)$
42,715,000


$
(35,178,000
)

$
42,715,000


$
(31,235,000
)Unamortized intangible assets:FCC broadcast license





$
23,111,000






$
31,943,000        61




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Accrued
    Liabilities:    January 31,


February 2,2009


2008Accrued cable access fees

$
11,503,000


$
13,483,000Accrued salaries and related


2,584,000



4,640,000Reserve for product returns


2,770,000



8,376,000Other


13,800,000



18,110,000$
30,657,000


$
44,609,000   6.
    ShopNBC
    Private Label and Co-Brand Credit Card Program:  No. 00-22, Accounting for Points and Certain Other
    Time-Based or Volume-Based Sales Incentive Offers, and Offers
    for Free Products or Services to Be Delivered in the Future No. 00-21, Revenue Arrangements with Multiple Deliverables
 62




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Short and
    Long-Term Investments:    January 31, 2009Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueLong-term:Auction-rate securities

$
15,728,000


$



$



$
15,728,000   February 2, 2008Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueShort-term:Auction-rate securities

$
6,502,000


$



$



$
6,502,000Corporate bonds


4,088,000











4,088,000$
10,590,000


$



$



$
10,590,000Long-term:Auction-rate securities

$
26,800,000


$



$
2,454,000


$
24,346,000     February 2, 2008Gross


GrossCarrying


Unrecognized


Unrecognized


EstimatedAmount


Holding Gains


Holding Losses


Fair ValueShort-term:Corporate bonds

$
22,883,000


$
122,000


$
87,000


$
22,918,000Long-term:Corporate bonds

$
1,960,000


$



$
28,000


$
1,932,000     Less than one year

$
Mature in 1-2 years


Mature after 5 years


15,728,000$
15,728,000    63




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    Fair
    Value Measurements:  Fair Value Measurements
   64




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Level 1  Inputs based on quoted prices
    (unadjusted) in active markets for identical assets or
    liabilities that the Company has the ability to access.
    Level 2  Inputs based on quoted prices for
    similar assets or liabilities in active markets; quoted prices
    for identical or similar assets or liabilities in markets that
    are not active; and inputs (other than quoted prices) that are
    observable for the asset or liability, either directly or
    indirectly.
    Level 3  Unobservable inputs for the asset or
    liability that are significant to the fair value measurement.  Assets
    Measured at Fair Value  Recurring Basis
      Fair Value MeasurementsFair Value at


Using Inputs Considered asDescription

January 31, 2009


Level 1


Level 2


Level 3Assets:Auction rate securities only

$
15,728,000


$



$



$
15,728,000     Marketablesecurities auction ratesecurities onlyBeginning balance (February 2, 2008)

$
24,346,000Total gains or losses:Included in earnings


(11,072,000
)Included in other comprehensive income


2,454,000Purchases, issuances, and settlements


Transfers in and/or out of Level 3


Ending balance (January 31, 2009)

$
15,728,000  65




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets
    Measured at Fair Value  Nonrecurring Basis
  No. FAS 157-2, Effective Date of FASB Statement No. 157
  9.
    Shareholders
    Equity and Redeemable Preferred Stock:  Common
    Stock
    Dividends
    Redeemable
    Preferred Stock
    Warrants
    Stock-Based
    Compensation
     66




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##### Table of Contents



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

Fiscal

Fiscal2008

2007

2006Expected volatility

41%-56%

33%-40%

33%-35%Expected term (in years)

6 years

6 years

6 yearsRisk-free interest rate

2.9%-3.7%

3.2%-5.1%

4.7%-5.12%     2004





2001





1990Incentive


Weighted


Incentive


Weighted


Incentive


Weighted


Other Non-


WeightedStock


Average


Stock


Average


Stock


Average


Qualified


AverageOption


Exercise


Option


Exercise


Option


Exercise


Stock


ExercisePlan


Price


Plan


Price


Plan


Price


Options


PriceBalance outstanding,February 2, 2008


2,951,000


$
8.86



1,456,000


$
13.12



36,000


$
13.83



1,437,000


$
15.35Granted


970,000



4.76



2,320,000



4.35















Exercised






























Forfeited or canceled


(1,231,000
)


7.51



(1,298,000
)


9.04



(25,000
)


14.79



(37,000
)


11.24Balance outstanding,January 31, 2009


2,690,000


$
8.01



2,478,000


$
7.05



11,000


$
13.73



1,400,000


$
15.46Options exercisable at:January 31, 2009


1,412,000


$
9.90



1,103,000


$
9.85



11,000


$
13.73



1,400,000


$
15.46February 2, 2008


1,276,000


$
11.91



918,000


$
14.46



36,000


$
13.83



1,403,000


$
15.46February 3, 2007


1,394,000


$
12.22



1,467,000


$
14.64



462,000


$
18.03



1,804,000


$
15.98  67




---



##### Table of Contents



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


2,690,000


$
8.01



8.0


$




2,562,000


$
8.11



7.9


$
2001 Incentive:


2,479,000


$
7.05



8.3


$




2,341,000


$
7.18



7.5


$
1990 Incentive:


11,000


$
13.73



0.2


$




11,000


$
13.73



0.2


$
Other Non-qualified:


1,400,000


$
15.46



0.7


$




1,400,000


$
15.46



0.7


$
     Stock
    Option Tax Benefit
    Restricted
    Stock
   68




---



##### Table of Contents



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


ValueNon-vested outstanding, February 2, 2008


82,000


$
9.88Granted


388,000


$
2.42Vested


(186,000
)

$
5.78Forfeited


(16,000
)

$
3.51Non-vested outstanding, January 31, 2009


268,000


$
2.52   Common
    Stock Repurchase Program
   69




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Income
    Taxes:    January 31,


February 2,2009


2008Accruals and reserves not currently deductible for tax purposes

$
8,385,000


$
9,341,000Inventory capitalization


965,000



1,388,000Basis differences in intangible assets


(1,116,000
)


(4,139,000
)Differences in depreciation lives and methods


1,592,000



989,000Differences in investments and other items


3,669,000



1,064,000Net operating loss carryforwards


78,072,000



47,887,000Valuation allowance


(91,567,000
)


(56,530,000
)Net deferred tax asset

$



$
     Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007Current

$
(33,000
)

$
(839,000
)

$
(75,000
)Deferred










$
(33,000
)

$
(839,000
)

$
(75,000
)     Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007Taxes at federal statutory rates


35.0
%


35.0
%


35.0
%State income taxes, net of federal tax benefit


1.9



2.5



4.1SFAS 123(R) stock option vesting expense


(1.1
)


3.1



(53.2
)Valuation allowance and NOL carryforward benefits


(35.8
)


(37.0
)


10.9Effective tax rate on continuing operations


0.0
%


3.6
%


(3.2
)   Accounting for
    Income Taxes
 70




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Commitments
    and Contingencies:  Cable
    and Satellite Affiliation Agreements
          Fiscal Year

Amount2009

$
55,882,0002010


54,143,0002011


37,992,0002012


35,100,0002013 and thereafter


986,000   Employment
    Agreements
     71




---



##### Table of Contents



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

Amount2009

$
1,886,0002010


1,657,0002011


1,253,0002012


1,118,0002013 and thereafter


3,740,000     Retirement
    and Savings Plan
    12.
    Litigation:     72




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Supplemental
    Cash Flow Information:    For the Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007Supplemental cash flow information:Interest paid

$



$
9,000


$
33,000Income taxes paid

$
208,000


$
1,009,000


$
66,000Supplemental non-cash investing and financing activities:Common stock purchase warrants forfeited

$
11,903,000


$
10,931,000


$
11,057,000Deferred financing costs included in accrued liabilities

$
1,283,000


$



$
Property and equipment purchases included in accounts payable

$
94,000


$
523,000


$
98,000Accretion of redeemable preferred stock

$
293,000


$
291,000


$
289,000   14.
    Sale of
    Ralph Lauren Media, LLC Equity Investment:        Three Months Ended


Twelve Months EndedMarch 31, 2007


December 31, 2006Net sales

$
26,211


$
110,930Gross profit

$
17,223


$
75,857Net income

$
4,871


$
24,053   March 31, 2007Total current assets

$
78,746Total assets

$
79,639Total liabilities

$
18,908  73




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Agreement
    for Services
    15.
    Relationship
    with NBCU and GE Equity:  Strategic
    Alliance
    GE
    Equity Shareholder Agreement
  12-month
 74




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          GE
    Equity Registration Rights Agreement
    NBCU
    Distribution and Marketing Agreement
   75




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NBC
    Trademark License Agreement
  e-commerce
    16.
    Restructuring
    Costs:   76




---



##### Table of Contents



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











Balance atFebruary 2,








Cash


January 31,2008


Charges


Write-offs


Payments


2009Severance and retention

$
874,000


$
3,394,000


$



$
(2,759,000
)

$
1,509,000Incremental restructuring charges


294,000



905,000







(1,104,000
)


95,000$
1,168,000


$
4,299,000






$
(3,863,000
)

$
1,604,000   Balance at











Balance atFebruary 3,








Cash


February 2,2007


Charges


Write-offs


Payments


2008Severance and retention

$



$
3,307,000


$



$
(2,433,000
)

$
874,000Asset impairments






428,000



(428,000
)






Incremental restructuring charges






1,308,000







(1,014,000
)


294,000$



$
5,043,000


$
(428,000
)

$
(3,447,000
)

$
1,168,000   17.
    Sales by
    Product Group:    For the Years EndedJanuary 31,


February 2,


February 3,2009


2008


2007Jewelry

$
196,207


$
289,786


$
285,262Consumer Electronics


109,558



170,262



173,121Watches, Coins & Collectibles


121,127



113,871



104,934Apparel, Fashion Accessories and Health & Beauty


60,699



66,932



76,159Home


40,236



84,708



80,934All others, less than 10% each


39,683



55,991



46,865Total

$
567,510


$
781,550


$
767,275   18.
    Chief
    Executive Officer Transition Costs:   77




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      19.
    Subsequent
    Event (Preferred Stock Exchange):       78




---



##### 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)
 79




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15
    Internal Control 
    Integrated Framework.
  Internal Control  Integrated Framework
    KEITH
    R. STEWART
   Chief Executive Officer and President
 (Principal Executive Officer)
  FRANK
    P. ELSENBAST
   Senior Vice President Finance, Chief Financial
 Officer (Principal Financial Officer)
    Changes
    in Internal Controls over Financial Reporting
  Rules 13a-15 15d-15
 80




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    81




---



##### 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.
 82




---



##### Table of Contents



PART IV  Item 15.
    Exhibit
    and Financial Statement Schedule    
    Report of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of January 31, 2009 and
    February 2, 2008
    Consolidated Statements of Operations for the Years Ended
    January 31, 2009, February 2, 2008 and
    February 3, 2007
    Consolidated Statements of Shareholders Equity for the
    Years Ended January 31, 2009, February 2, 2008 and
    February 3, 2007
    Consolidated Statements of Cash Flows for the Years Ended
    January 31, 2009, February 2, 2008 and
    February 3, 2007
    Notes to Consolidated Financial Statements   83




---



##### 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 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)

$
2,770,000For the year ended February 2, 2008:Allowance for doubtful accounts

$
3,641,000


$
12,613,000


$
(9,366,000
)(1)

$
6,888,000Reserve for returns

$
8,498,000


$
153,607,000


$
(153,729,000
)(2)

$
8,376,000For the year ended February 3, 2007:Allowance for doubtful accounts

$
2,478,000


$
6,065,000


$
(4,902,000
)(1)

$
3,641,000Reserve for returns

$
7,658,000


$
142,983,000


$
(142,143,000
)(2)

$
8,498,000     (1)
    
    Write off of uncollectible receivables, net of recoveries.(2)
    
    Refunds or credits on products returned.     84




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##### Table of Contents



SIGNATURES       By:
    /s/  KEITH
    R. STEWART   Chief Executive Officer and President
  Form 10-K Form 10-K
  Name

Title/s/  KEITH
    R. STEWARTKeith
    R. Stewart

Chief Executive Officer President and Director 
    (Principal Executive Officer)/s/  FRANK
    P. ELSENBASTFrank
    P. Elsenbast

Senior Vice President Finance, Chief Financial Officer 
    (Principal Financial and Accounting Officer)John
    D. Buck

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

DirectorCatherine
    Dunleavy

Director/s/  PATRICK
    O. KOCSIPatrick
    O. Kocsi

Director/s/  ROBERT
    J. KORKOWSKIRobert
    J. Korkowski

Director/s/  RANDY
    S. RONNINGRandy
    S. Ronning

Director  85




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description

Method of Filing3
.1

Articles of Incorporation, as amended

Incorporated by reference(B)3
.2

Certificate of Designation of Series B Redeemable
    Convertible Preferred Stock

Incorporated by reference(T)3
.3

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

Incorporated by reference(Q)3
.4

Bylaws, as amended

Incorporated by reference(B)10
.1

Second Amended 1990 Stock Option Plan of the Registrant (as
    amended and restated)

Incorporated by reference(H)10
.2

Form of Option Agreement under the Amended 1990 Stock Option
    Plan of the Registrant

Incorporated by reference(A)10
.3

1994 Executive Stock Option and Compensation Plan of the
    Registrant

Incorporated by reference(D)10
.4

Form of Option Agreement under the 1994 Executive Stock Option
    and Compensation Plan of the Registrant

Incorporated by reference(E)10
.5

2001 Omnibus Stock Plan of the Registrant

Incorporated by reference(N)10
.6

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

Incorporated by reference(P)10
.7

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

Incorporated by reference(R)10
.8

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

Incorporated by reference(R)10
.9

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

Incorporated by reference(R)10
.10

2004 Omnibus Stock Plan

Incorporated by reference(U)10
.11

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

Incorporated by reference(V)10
.12

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

Incorporated by reference(V)10
.13

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

Incorporated by reference(V)10
.14

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

Incorporated by reference(V)10
.15

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

Incorporated by reference(V)10
.16

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

Incorporated by reference(CC)10
.17

Option Agreement between the Registrant and Marshall Geller
    dated as of March 3, 1997

Incorporated by reference(A)10
.18

Option Agreement between the Registrant and Marshall Geller
    dated May 9, 2001

Incorporated by reference(N)10
.19

Option Agreement between the Registrant and Marshall Geller
    dated June 21, 2001

Incorporated by reference(N)10
.20

Option Agreement between the Registrant and Robert Korkowski
    dated March 3, 1997

Incorporated by reference(A)10
.21

Option Agreement between the Registrant and Robert Korkowski
    dated May 9, 2001

Incorporated by reference(N) 86




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##### Table of Contents



Exhibit No.

Description

Method of Filing10
.22

Option Agreement between the Registrant and Robert Korkowski
    dated June 21, 2001

Incorporated by reference(N)10
.23

Option Agreement between the Registrant and Nathan Fagre dated
    May 1, 2000

Incorporated by reference(K)10
.24

2006 Long Term Incentive Plan

Incorporated by reference(BB)10
.25

2007 Annual Management Incentive Plan

Incorporated by reference (FF)10
.26

Form of Change of Control and Severance Agreement with Executive
    Officers

Incorporated by reference(Z)10
.27

Form of Key Employment Agreement for Officers (except John Buck)

Incorporated by reference(J)10
.28

Form of Resale Restriction Agreement with Executive Officers

Incorporated by reference(AA)10
.29

Description of Director Compensation Program

Incorporated by reference(EE)10
.30

Employment Agreement between the Registrant and Keith R. Stewart
    dated March 18, 2009.

Incorporated by reference(W)10
.31

Employment Agreement between the Registrant and Keith R. Stewart
    dated August 27, 2008.

Incorporated by reference(DD)10
.32

Offer letter from the Registrant to John D. Buck dated
    August 25, 2008

Incorporated by reference(HH)10
.33

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

Incorporated by reference(HH)10
.34

Offer letter from the Registrant to Rene G. Aiu dated
    March 3, 2008

Incorporated by reference(C)10
.35

Non-competition agreement between the Registrant and Rene G. Aiu
    dated March 3, 2008

Incorporated by reference(C)10
.36

Form of Salary Continuation Agreement between the Registrant and
    Nathan Fagre dated July 2, 2003

Incorporated by reference(S)10
.37

Description of Modification of Severance Arrangements for Nathan
    Fagre and Frank Elsenbast approved December 13, 2007

Incorporated by reference(GG)10
.38

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

Incorporated by reference(F)10
.39

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 Equity

Incorporated by reference(G)10
.40

Distribution and Marketing Agreement dated as of March 8,
    1999 by and between NBC and the Registrant

Incorporated by reference(F)10
.41

Letter Agreement dated March 8, 1999 between NBC, GE Equity
    and the Registrant

Incorporated by reference(F)10
.42

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

Incorporated by reference(T)10
.43

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

Incorporated by reference(T)10
.44

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

Incorporated by reference(T)10
.45

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(T) 87




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##### Table of Contents



Exhibit No.

Description

Method of Filing10
.46

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

Incorporated by reference(M)10
.47

Trademark License Agreement dated as of November 16, 2000
    between NBC and the Registrant

Incorporated by reference(L)10
.48

ValueVision Common Stock Purchase Warrant dated as of
    March 20, 2001 between NBC and the Registrant

Incorporated by reference(O)10
.49

Warrant Purchase Agreement dated September 13, 1999 between
    the Registrant, Snap!LLC, a Delaware limited liability company
    and Xoom.com, Inc., a Delaware corporation

Incorporated by reference(I)10
.50

Common Stock Purchase Warrant dated September 13, 1999 to
    purchase shares of the Registrant held by Xoom.com, Inc., a
    Delaware corporation

Incorporated by reference(I)10
.51

Registration Rights Agreement dated September 13, 1999
    between the registrant and Xoom.com, Inc., a Delaware
    corporation, relating to Xoom.com, Inc.s warrant to
    purchase shares of the Registrant

Incorporated by reference(I)10
.52

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(Y)10
.53

Stock Purchase and Registration Agreement dated as of
    July 8, 2005 between GE Capital Equity Investments, Inc.
    and Janus Investment Fund

Incorporated by reference(X)10
.54

Stock Purchase and Registration Agreement dated as of
    July 8, 2005 between GE Capital Equity Investments, Inc.
    and Caxton International Limited

Incorporated by reference(X)10
.55

Stock Purchase and Registration Agreement dated as of
    July 8, 2005 between GE Capital Equity Investments, Inc.
    and Magnetar Investment Management, LLC

Incorporated by reference(X)10
.56

Stock Purchase and Registration Agreement dated as of
    July 8, 2005 between GE Capital Equity Investments, Inc.
    and RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd.,
    Ramius Securities, LLC, Starboard Value and Opportunity Fund,
    LLC, Parche, LLC and Ramius Master Fund, Ltd.

Incorporated by reference(X)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 of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002

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 Quantum Direct
    Corporations Registration Statement on
    Form S-4,
    filed on March 13, 1998, File No.
    333-47979.(B)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended May 3, 2008, filed on June 12,
    2008, File
    No. 0-20243.(C)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated March 3, 2008, filed on March 7, 2008, File No.
    0-20243. 88




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##### Table of Contents



(D)
    
    Incorporated herein by reference to the Registrants Proxy
    Statement in connection with its annual meeting of shareholders
    held on August 17, 1994, filed on July 19, 1994, File
    No. 0-20243.(E)
    
    Incorporated herein by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended January 31, 1998, filed on
    April 30, 1998, File
    No. 0-20243.(F)
    
    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.(G)
    
    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.(H)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-8,
    filed on September 25, 2000, File No.
    333-46572.(I)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended July 31, 1999, filed on
    September 14, 1999, File
    No. 0-20243.(J)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated December 15, 2008, filed on December 16, 2008,
    File
    No. 0-20243.(K)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-8,
    filed on September 25, 2000, File No.
    333-46576.(L)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended October 31, 2000, filed on
    December 14, 2000, File
    No. 0-20243.(M)
    
    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.(N)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-8
    filed on January 25, 2002, File
    No. 333-81438.(O)
    
    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.(P)
    
    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.(Q)
    
    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.(R)
    
    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.(S)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, filed on
    August 15, 2003, File
    No. 0-20243.(T)
    
    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.(U)
    
    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.(V)
    
    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.(W)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated March 18, 2009, filed on March 19, 2009, File
    No. 0-20243.(X)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-3
    filed on July 29, 2005, File
    No. 333-127040.(Y)
    
    Incorporated by reference to the Schedule 13D/A (Amendment
    No. 7) dated February 11, 2005, filed
    February 15, 2005, File
    No. 005-41757.(Z)
    
    Incorporated by reference to the description of this program
    included in the Registrants Current Report on
    Form 8-K
    dated August 24, 2005, filed on August 26, 2005, File
    No. 0-20243. 89




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##### Table of Contents



(AA)
    
    Incorporated herein by reference to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended October 29, 2005, filed on
    December 8, 2005, File
    No. 0-20243.(BB)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated December 19, 2005, filed on December 23, 2005,
    File
    No. 0-20243.(CC)
    
    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.(DD)
    
    Incorporated herein by reference to the Registrants
    Current Report on
    Form 8-K
    dated August 27, 2008, filed on August 29, 2008, File
    No. 0-20243.(EE)
    
    Incorporated herein by reference to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended February 2, 2008, File No.
    0-20243.(FF)
    
    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.(GG)
    
    Incorporated herein by reference to Item 5.02 of the
    Registrants Current Report on
    Form 8-K
    dated December 13, 2007, filed on December 19, 2007,
    File
    No. 0-20243.(HH)
    
    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. 90