##### 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 30,
    2010oro

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 o 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 30, 2010
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


22Item 4.


Reserved


22PART IIItem 5.


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


23Item 6.


Selected Financial Data


26Item 7.


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


28Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


73Item 9A.


Controls and Procedures


73Item 9B.


Other Information


76PART IIIItem 10.


Directors, and Executive Officers and Corporate
    Governance


76Item 11.


Executive Compensation


76Item 12.


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


76Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


76Item 14.


Principal Accountant Fees and Services


76PART IVItem 15.


Exhibits and Financial Statement Schedule


77Signatures


79EX-3.1EX-10.16EX-10.17EX-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
  e-commerce
  NBC-branded
  Multi-media
    Retailing
  24-hour e-commerce
  Products
    and Product Mix
   4




---



##### Table of Contents



Category

Fiscal 2009


Fiscal 2008


Fiscal 2007Watches, Coins & Collectibles


34
%


22
%


16
%Jewelry


23
%


36
%


38
%Consumer Electronics


18
%


22
%


25
%Apparel, Fashion Accessories and Health & Beauty


13
%


12
%


10
%Home and All Other


12
%


8
%


11
%   Watches, Coins &
    Collectibles.
  Jewelry.
  Consumer Electronics.
  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




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##### Table of Contents



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




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##### Table of Contents



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
      one-for-one
  Amended
    and Restated Shareholder Agreement
   8




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##### Table of Contents



9




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##### Table of Contents



Registration
    Rights Agreement
    NBCU
    Distribution and Marketing Agreement
    NBCU
    Trademark License Agreement
    e-commerce
  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
    Purchasing
    Terms
    F.
    Order
    Entry, Fulfillment and Customer Service  24-7
           11




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##### Table of Contents



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




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##### Table of Contents



Cable
    Television
    Must Carry.
    Cable
    Leased Access
    Broadcast
    Television
  General.
  Full Power Television Stations.
 13




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##### Table of Contents



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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##### Table of Contents



J.
    Employees    K.
    Executive
    Officers of the Registrant    Name

Age

Position(s) HeldKeith R. Stewart


46


Chief Executive Officer and DirectorRobert Ayd


61


PresidentWilliam McGrath


52


Vice President  Interim Chief Financial OfficerCarol Steinberg


50


Senior Vice President  E-Commerce, Marketing and
    Business DevelopmentKris M. Kulesza


56


Senior Vice President  MerchandisingJean-Guillaume Sabatier


40


Senior Vice President  Sales & Product Planning
    and ProgrammingNathan E. Fagre


54


Senior Vice President, General Counsel & SecretaryMichael A. Murray


51


Senior Vice President  OperationsMark A. Ahmann


53


Senior Vice President  Human Resources & TV
    Sales   Keith R. Stewart
  Robert Ayd
  William McGrath 1995-1999; 1990-1992. 1983-1990 1979-1983.
  Carol Steinberg E-Commerce,
 15




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##### Table of Contents



Kris M. Kulesza direct-to-consumer
  Jean-Guillaume Sabatier
  Nathan E. Fagre e-commerce,
  Michael A. Murray
  Mark A. Ahmann
  L.
    Available
    Information  Form 10-K, Form 10-Q Form 8-K, 55344-3433.
 16




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##### Table of Contents



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
    launched a new business strategy after unsuccessful efforts to
    sell our company in fiscal 2008.
    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.
   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 continue to expand or could lose some of our
    programming distribution if we cannot negotiate profitable
    distribution agreements or because of the ongoing shift from
    analog to digital programming.
   18




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NBCU
    and GE Equity have the ability to exert significant influence
    over us and have the right to disapprove of certain actions by
    us.
    Expiration
    of the NBC branding license would require us to pursue a new
    branding strategy that may not be successful.
    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



back-up
  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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##### Table of Contents



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
    unanticipated loss of several of our larger vendors could impact
    our sales on a temporary basis.
    Many
    of our key functions are concentrated in a single location, and
    a natural disaster could seriously impact our ability to
    operate.
    We
    could be subject to additional sales tax collection obligations
    and claims for uncollected amounts.
  and/or out-of-state out-of-state out-of-state
 21




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##### Table of Contents



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
  Item 3.
    Legal
    Proceedings    out-of-state e-commerce,
  Item 4.
    Reserved 22




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##### 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 2009First Quarter

$
0.83


$
0.18Second Quarter


3.22



0.50Third Quarter


4.15



2.61Fourth Quarter


5.27



3.00Fiscal 2008First Quarter


6.17



4.82Second Quarter


4.74



3.04Third Quarter


2.89



0.97Fourth Quarter


0.58



0.37   Holders
    Dividends
    Issuer
    Purchases of Equity Securities
   23




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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,
    And A Peer Group
  
 1/31/05
   January 31,



February 4,



May 10,



February 3,



February 2,



January 31,



January 30,2005



2006



2006



2007



2008



2009



2010ValueVision Media, Inc.


$
100.00



$
87.16



$
93.47



$
87.09



$
43.02



$
1.72



$
28.91Nasdaq Stock Market (U.S.) Index



100.00




111.70




113.39




122.93




117.81




72.77




105.98S&P 500 Retailing Index



100.00




109.06




111.61




123.85




105.96




66.99




106.74Peer Group



100.00




97.01




90.97




109.65




126.75




80.89




174.49  24




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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


4,460,000


$
6.38



1,033,000
(1)Equity Compensation Plans Not Approved by Security holders (2)


22,000
(2)

$
15.74



Total


4,482,000


$
6.42



1,033,000     (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:
    254,000 shares under the 2001 Omnibus Stock Plan and
    779,000 shares under the 2004 Omnibus Stock Plan.(2)
    
    Reflects 22,000 shares of common stock issuable upon
    exercise of warrants held by NBCU. 25




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year EndedJanuary 30,


January 31,


February 2,


February 3,


February 4,2010(a)


2009(b)


2008(c)


2007


2006(d)(In thousands, except per share data)Statement of Operations Data:Net sales

$
527,873


$
567,510


$
781,550


$
767,275


$
691,851Net sales less cost of sales, exclusive of depreciation and
    amortization(g)


173,772



182,749



271,015



267,161



238,944Operating loss


(41,171
)


(88,458
)


(23,052
)


(9,479
)


(18,646
)Income (loss) from continuing operations(e)


(41,998
)


(97,793
)


22,452



(2,396
)


(13,457
)Discontinued operations(f)


















(2,296
)Per Share Data:Net income (loss) from continuing operations per common share

$
(0.45
)

$
(2.92
)

$
0.53


$
(0.07
)

$
(0.37
)Net income (loss) from continuing operations per common
    share  assuming dilution

$
(0.45
)

$
(2.92
)

$
0.53


$
(0.07
)

$
(0.37
)Weighted average shares outstanding:Basic


32,538



33,598



41,992



37,646



37,182Diluted


32,538



33,598



42,011



37,646



37,182   January 30,


January 31,


February 2,


February 3,


February 4,2010


2009


2008


2007


2006(In thousands)Balance Sheet Data:Cash and short-term investments

$
17,000


$
53,845


$
59,078


$
71,294


$
82,350Restricted Cash and investments


5,060



1,589











Current assets


139,361



161,469



252,183



260,445



246,029Long-term investments






15,728



26,306







Property, equipment and other assets


56,853



64,303



80,591



91,535



101,110Total assets


196,214



241,500



359,080



351,980



347,139Current liabilities


85,992



95,988



118,350



105,274



100,820Series B mandatorily redeemable preferred stock


11,243















Other long-term obligations


9,522











2,553



130Series A redeemable preferred stock






44,191



43,898



43,607



43,318Shareholders equity


88,304



99,472



194,510



198,847



202,871   Year EndedJanuary 30,


January 31,


February 2,


February 3,


February 4,2010


2009


2008


2007


2006(In thousands, except statistical data)Other Data:Sales margin(g)


32.9
%


32.2
%


34.7
%


34.8
%


34.5
%Working capital

$
53,369


$
65,481


$
133,833


$
155,171


$
145,209Current ratio


1.6



1.7



2.1



2.5



2.4Adjusted EBITDA (as defined)(h)

$
(19,411
)

$
(51,421
)

$
6,850


$
14,690


$
1,910Cash Flows:Operating

$
(37,896
)

$
7,100


$
11,189


$
3,542


$
(10,374
)Investing

$
8,307


$
24,557


$
(475
)

$
(1,562
)

$
(10,111
)Financing

$
(7,256
)

$
(3,417
)

$
(26,605
)

$
(3,627
)

$
988  26




---



##### Table of Contents



(a)
    
    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, 19 and 20
    to the consolidated financial statements.(b)
    
    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,
    19 and 20 to the consolidated financial statements.(c)
    
    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 17, 19 and 20
    to the consolidated financial statements.(d)
    
    Results of operations for fiscal 2005 include a $294,000 gain on
    the sale of a television station.(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 2009, fiscal
    2008 and fiscal 2007 was $159.5 million,
    $165.5 million and $251.0 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-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, when given.
    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 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), 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. EBITDA, as adjusted, may
    not be comparable to similarly entitled measures reported by
    other companies. 27




---



##### Table of Contents



Year EndedJanuary 30,


January 31,


February 2,


February 3,


February 4,2010


2009


2008


2007


2006(In thousands)EBITDA, as adjusted

$
(19,411
)

$
(51,421
)

$
6,850


$
14,690


$
1,910Less:Non-operating gains (losses) and equity in income of RLM


3,628



(969
)


40,663



3,356



1,379Write-down of auction rate investments






(11,072
)










FCC license impairment






(8,832
)










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


(2,303
)


(4,299
)


(5,043
)


(29
)


212CEO transition costs


(1,932
)


(2,681
)


(2,451
)






Non-cash share-based compensation expense


(3,205
)


(3,928
)


(2,415
)


(1,901
)


(199
)EBITDA (as defined)


(23,223
)


(83,202
)


37,604



16,116



3,302A reconciliation of EBITDA to net income (loss) is as follows:EBITDA, as defined


(23,223
)


(83,202
)


37,604



16,116



3,302Adjustments:Depreciation and amortization


(14,320
)


(17,297
)


(19,993
)


(22,239
)


(20,569
)Interest income


382



2,739



5,680



3,802



3,048Interest expense


(4,928
)














Income tax (provision) benefit


91



(33
)


(839
)


(75
)


762Discontinued operations of FanBuzz


















(2,296
)Net income (loss)

$
(41,998
)

$
(97,793
)

$
22,452


$
(2,396
)

$
(15,753
)   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
 28




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##### Table of Contents



Overview
  Company
    Description
  24-hour
  Products
    and Customers
    Year EndedJanuary 30,

January 31,

February 2,2010

2009

2008Merchandise MixWatches, Coins & Collectibles


34
%


22
%


16
%Jewelry


23
%


36
%


38
%Consumer Electronics


18
%


22
%


25
%Apparel, Fashion Accessories and Health & Beauty


13
%


12
%


10
%Home and All Other


12
%


8
%


11
%    29




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##### Table of Contents



Company
    Strategy
      Primary
    Challenge
    Our
    Competition
  e-commerce e-commerce
    e-commerce and/or
   30




---



##### Table of Contents



e-commerce
  Results
    for Fiscal 2009 and 2008
    Revolving
    Credit Facility
      Preferred
    Stock Exchange
     31




---



##### Table of Contents



Restructuring
    Costs
    Chief
    Executive Officer Transition Costs
    Limitation
    on Must-Carry Rights
   32




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##### Table of Contents



Results
    of Operations
    Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008Net sales


100.0
%


100.0
%


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


67.1
%


67.8
%


65.3
%Operating expenses:Distribution and selling


33.7
%


37.9
%


30.9
%General and administrative


3.5
%


4.1
%


3.2
%Depreciation and amortization


2.7
%


3.0
%


2.6
%Restructuring costs


0.4
%


0.8
%


0.6
%CEO transition costs


0.4
%


0.4
%


0.3
%FCC license impairment






1.6
%


Total operating expenses


40.7
%


47.8
%


37.6
%Operating loss


(7.8
)%


(15.6
)%


(2.9
)%Interest expense


(0.9
)%






Other income (loss), net


0.7
%


(1.6
)%


0.7
%Loss before income taxes and equity in net income of
    affiliates


(8.0
)%


(17.2
)%


(2.2
)%Income taxes










(0.1
)%Gain on sale of RLM










5.1
%Equity in net income of affiliates










0.1
%Net income (loss)


(8.0
)%


(17.2
)%


2.9
%   Key
    Performance Metrics*
  For the Twelve Months EndedJanuary 30,


%


January 31,


%


February 2,2010


Change


2009


Change


2008Program Distribution, (in thousands, except percentages)Cable FTEs


43,927



2
%


43,127



4
%


41,335Satellite FTEs


29,649



4
%


28,613



4
%


27,585Total Average FTEs


73,576



3
%


71,740



4
%


68,920Net Sales per FTE (Annualized)

$
7.17



(9
)%

$
7.88



(29
)%

$
11.13Customer counts:New


523,314



63
%


321,054



(20
)%


402,849Active


1,021,725



36
%


753,538



(12
)%


854,992Merchandise MetricsNet Shipped Units (in thousands)


4,537



47
%


3,088



(15
)%


3,628Average Selling Price  Net Shipped Units

$
108



(39
)%

$
176



(14
)%

$
204Return Rate


21.0
%


(10.2
)ppt


31.2
%


(1.6
)ppt


32.8
%     *
    
    Includes television home shopping and internet sales only. 33




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##### Table of Contents



Program
    Distribution
    Cable
    and Satellite Distribution Agreements
    Customer
    Counts
    Net
    Shipped Units
   34




---



##### Table of Contents



Average
    Selling Price
    Return
    Rates
    Sales
      Cost
    of Sales (exclusive of depreciation and
    amortization)
   35




---



##### Table of Contents



Operating
    Expenses
         36




---



##### Table of Contents



Operating
    Loss
      Net
    Income (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 2009:Net sales

$
133,802


$
119,345


$
119,441


$
155,285


$
527,873Net sales less cost of sales (exclusive of depreciation and
    amortization)


42,189



41,560



39,667



50,356



173,772Sales 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
)Net loss

$
(12,012
)

$
(8,234
)

$
(12,919
)

$
(8,833
)

$
(41,998
)Net loss per share

$
.46


$
(.26
)

$
(.40
)

$
(.27
)

$
(0.45
)Net loss per share  assuming dilution

$
.46


$
(.26
)

$
(.40
)

$
(.27
)

$
(0.45
)Weighted average shares outstanding:Basic


33,104



32,273



32,332



32,443



32,538Diluted


33,110



32,273



32,332



32,443



32,538Fiscal 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, 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  38




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##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
  30-60 days
  Sources
    of Liquidity
      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)

$
231,815


$
105,288


$
125,487


$
1,040


$
Series B preferred stock redemption


40,854











40,854



Series B preferred stock interest(b)


30,464











30,464



Operating leases


7,853



1,697



2,416



2,040



1,700Employment agreements


2,340



2,337



3







Purchase order obligations


22,088



22,088











Total

$
335,414


$
131,410


$
127,906


$
74,398


$
1,700     (a)
    
    Future cable and satellite payment commitments are based on
    subscriber levels as of January 30, 2010 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. 41




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##### 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 of collection. As of January 30, 2010 and
    January 31, 2009, we had approximately $62.5 million
    and $46.3 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 2009, fiscal 2008 and fiscal 2007 were
    $6.8 million, $9.8 million and $12.6 million,
    respectively. Based on our fiscal 2009 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
    $2.6 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 30, 2010 and January 31, 2009, we had
    inventory balances of $44.1 million and $51.1 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 2009, fiscal 2008 and fiscal 2007 were $1.7 million,
    $5.0 million and $1.8 million, respectively. Based on
    our fiscal 2009 inventory write down experience, a 10% increase
    or decrease in inventory write downs would have had an impact of
    approximately $175,000 on consolidated net sales less cost of
    sales (exclusive of depreciation and amortization).
    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 21% in fiscal
    2009, 31% in fiscal 2008 and 33% in fiscal 2007. We estimate and
    evaluate the adequacy of our returns reserve by analyzing
    historical 42




---



##### Table of Contents



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 2009, fiscal 2008 and fiscal 2007 were
    $2.7 million, $2.8 million and $8.4 million,
    respectively. Based on our fiscal 2009 sales returns, a
    one-point increase or decrease in our television and internet
    sales returns rate would have had an impact of approximately
    $2.3 million on consolidated net sales less cost of sales
    (exclusive of depreciation and amortization).  
    FCC broadcasting license.  As of
    January 30, 2010 and January 31, 2009, 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. 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 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. 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 30, 2010 and January 31, 2009, we recorded a
    valuation allowance of approximately $102.4 million and
    $91.6 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 2009, fiscal 2008 and fiscal 2007 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 and loss
    carryforwards until sufficient positive evidence exists to
    support reversal of allowances.  Recently
    Issued Accounting Pronouncements
  105-10,
  ASC 855-10, ASC 855-10 ASC 855-10
 43




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  long-term
 44




---



##### 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


46Consolidated Balance Sheets as of
    January 30, 2010 and January 31, 2009


47Consolidated Statements of Operations for the
    Years Ended January 30, 2010, January 31, 2009 and
    February 2, 2008


48Consolidated Statements of Shareholders
    Equity for the Years Ended January 30, 2010,
    January 31, 2009 and February 2, 2008


49Consolidated Statements of Cash Flows for the
    Years Ended January 30, 2010, January 31, 2009 and
    February 2, 2008


50Notes to Consolidated Financial Statements


51Financial Statement Schedule 
    Schedule II  Valuation and Qualifying
    Accounts


78  45




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  
    46




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  January 30,


January 31,2010


2009(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
17,000


$
53,845Restricted cash and investments


5,060



1,589Accounts receivable, net


68,891



51,310Inventories


44,077



51,057Prepaid expenses and other


4,333



3,668Total current assets


139,361



161,469Long-term investments






15,728Property and equipment, net


28,342



31,723FCC broadcasting license


23,111



23,111NBC Trademark License Agreement, net


4,154



7,381Other assets


1,246



2,088$
196,214


$
241,500LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
58,777


$
64,615Accrued liabilities


26,487



30,657Deferred revenue


728



716Total current liabilities


85,992



95,988Deferred revenue


1,153



1,849Long-term payable


4,841



Accrued Dividends  Series B Preferred
    Stock


4,681



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


11,243



Total liabilities


107,910



97,837Commitments and contingencies(Notes 14 and 15)Series A Redeemable Convertible Preferred Stock,
    $.01 par value, 5,339,500 shares authorized






44,191Shareholders equity:Common stock, $.01 par value, 100,000,000 shares
    authorized; 32,672,735 and 33,690,266 shares issued and
    outstanding


327



337Warrants to purchase 6,022,115 and 29,487 shares of common
    stock


637



138Additional paid-in capital


316,721



286,380Accumulated deficit


(229,381
)


(187,383
)Total shareholders equity


88,304



99,472$
196,214


$
241,500    47




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  For the Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008(In thousands, except share and per share data)Net sales

$
527,873


$
567,510


$
781,550Cost of sales(exclusive of depreciation and amortization
    shown below)


354,101



384,761



510,535Operating (income) expenses:Distribution and selling


178,015



214,956



241,681General and administrative


18,373



23,142



24,899Depreciation and amortization


14,320



17,297



19,993Restructuring costs


2,303



4,299



5,043CEO transition costs


1,932



2,681



2,451FCC license impairment






8,832



Total operating expenses


214,943



271,207



294,067Operating loss


(41,171
)


(88,458
)


(23,052
)Other income (expense):Write down of auction rate investments






(11,072
)


Gain (loss) on sale of investments


3,628



(969
)


(186
)Interest expense


(4,928
)






Interest income


382



2,739



5,680Total other income (expense)


(918
)


(9,302
)


5,494Loss from before income taxes and equity in net income of
    affiliates


(42,089
)


(97,760
)


(17,558
)Gain on sale of RLM investment










40,240Income tax benefit (provision)


91



(33
)


(839
)Equity in net income of affiliates










609Net income (loss)


(41,998
)


(97,793
)


22,452Excess of preferred stock carrying value over redemption value


27,362







Accretion of redeemable Series A preferred stock


(62
)


(293
)


(291
)Net income (loss) available to common shareholders

$
(14,698
)

$
(98,086
)

$
22,161Net income (loss) per common share

$
(0.45
)

$
(2.92
)

$
0.53Net income (loss) per common share  assuming
    dilution

$
(0.45
)

$
(2.92
)

$
0.53Weighted average number of common shares outstanding:Basic


32,537,849



33,598,177



41,992,167Diluted


32,537,849



33,598,177



42,010,972    48




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
 For the
    Years Ended January 30, 2010, January 31, 2009 and
    February 2, 2008
  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 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

$
19,998Repurchases 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 Series A 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
)Repurchases 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 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
)Exercise of stock options and common stock issuances






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
)

$
88,304    49




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008(In thousands)OPERATING ACTIVITIES:Net income (loss)

$
(41,998
)

$
(97,793
)

$
22,452Adjustments to reconcile net income (loss) to net cash provided
    by (used for) operating activities:Depreciation and amortization


14,320



17,297



19,993Share-based payment compensation


3,205



3,928



2,415Common stock issued to employees










12Amortization of deferred revenue


(715
)


(287
)


(287
)Amortization of debt discount


181







Loss (gain) on sale of investments


(3,628
)


969



(40,240
)Asset impairments and write-offs


1,446



19,904



428Equity in net income of affiliates










(609
)Changes in operating assets and liabilities:Accounts receivable


(17,581
)


58,179



7,680Inventories


6,980



28,387



(12,822
)Prepaid expenses and other


(493
)


(64
)


1,532Deferred revenue


31



(118
)


1,189Accounts payable and accrued liabilities


(4,325
)


(23,302
)


9,446Accrued dividends payable  Series B preferred
    stock


4,681







Net cash provided by (used for) operating activities


(37,896
)


7,100



11,189INVESTING ACTIVITIES:Property and equipment additions


(7,578
)


(8,318
)


(11,789
)Proceeds from sale of investment in RLM










43,750Purchase of investments










(82,913
)Proceeds from sale of short and long-term investments


19,356



34,464



50,477Change in restricted cash


(3,471
)


(1,589
)


Net cash provided by (used for) investing activities


8,307



24,557



(475
)FINANCING ACTIVITIES:Proceeds from exercise of stock options


729







514Payments for repurchases of common stock


(937
)


(3,317
)


(26,985
)Payment on redemption of Series A preferred stock


(3,400
)






Payment for Series B preferred stock and other issuance
    costs


(3,648
)


(100
)


Payment of long-term obligations










(134
)Net cash used for financing activities


(7,256
)


(3,417
)


(26,605
)Net increase (decrease) in cash and cash equivalents


(36,845
)


28,240



(15,891
)BEGINNING CASH AND CASH EQUIVALENTS


53,845



25,605



41,496ENDING CASH AND CASH EQUIVALENTS

$
17,000


$
53,845


$
25,605    50




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Years
    Ended January 30, 2010, January 31, 2009, and
    February 2, 2008
  1.
    The
    Company:  24-hour month-to-month
    2.
    Summary
    of Significant Accounting Policies:  Fiscal
    Year
  52/53 week
  Basis
    of Presentation
   51




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Principles
    of Consolidation
    Revenue
    Recognition and Accounts Receivable
    Freight-On-Board
    Cost
    of Sales and Other Operating Expenses
   52




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Restricted
    Cash and Investments
    Inventories
    Marketing
    and Advertising Costs
    Property
    and Equipment
   53




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets
    Income
    Taxes
        Net
    Income (Loss) Per Common Share
   54




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008Net income (loss) available to common shareholders

$
(14,698,000
)

$
(98,086,000
)

$
22,161,000Weighted average number of common shares outstanding using
    two-class method


32,538,000



33,598,000



36,652,000Effect of participating convertible preferred stock










5,340,000Weighted average number of common shares outstanding using
    two-class method  Basic


32,538,000



33,598,000



41,992,000Dilutive effect of stock options, non-vested shares and warrants










19,000Weighted average number of common shares outstanding 
    Diluted


32,538,000



33,598,000



42,011,000Net income (loss) per common share

$
(0.45
)

$
(2.92
)

$
0.53Net income (loss) per common share  assuming dilution

$
(0.45
)

$
(2.92
)

$
0.53   in-the-money
  Comprehensive
    Income (Loss)
    Fair
    Value of Financial Instruments
       55




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of
    Estimates
    Stock-Based
    Compensation
    Recently
    Issued Accounting Pronouncements
  105-10,
  ASC 855-10, ASC 855-10 ASC 855-10
 56




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##### Table of Contents



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


January 30,


January 31,(In Years)


2010


2009Land and improvements





$
3,454,000


$
3,454,000Buildings and improvements


5-40



22,298,000



22,158,000Transmission and production equipment


5-10



8,194,000



8,593,000Office and warehouse equipment


3-15



10,832,000



11,024,000Computer hardware, software and telephone equipment


3-7



76,026,000



68,298,000Leasehold improvements


3-5



3,197,000



3,110,000Less  Accumulated depreciation






(95,659,000
)


(84,914,000
)$
28,342,000


$
31,723,000     4.
    Intangible
    Assets:    Weighted


January 30, 2010


January 31, 2009Average


Gross





GrossLife


Carrying


Accumulated


Carrying


Accumulated(Years)


Amount


Amortization


Amount


AmortizationAmortized intangible assets:NBC trademark license agreement


10.5


$
34,437,000


$
(30,283,000
)

$
34,437,000


$
(27,056,000
)Cable distribution and marketing agreement


9.5



8,278,000



(8,278,000
)


8,278,000



(8,122,000
)$
42,715,000


$
(38,561,000
)

$
42,715,000


$
(35,178,000
)Unamortized intangible assets:FCC broadcast license





$
23,111,000






$
23,111,000      57




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accrued
    Liabilities:    January 30,


January 31,2010


2009Accrued cable access fees

$
11,636,000


$
11,503,000Accrued salaries and related


1,412,000



2,584,000Reserve for product returns


2,742,000



2,770,000Other


10,697,000



13,800,000$
26,487,000


$
30,657,000   6.
    ShopNBC
    Private Label and Co-Brand Credit Card Program:      7.
    Long-Term
    Investments:  available-for-sale
  January 31, 2009Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueLong-term:Auction-rate securities

$
15,728,000


$



$



$
15,728,000   available-for-sale held-to-maturity available-for-sale other-than-temporary
  held-to-maturity
 58




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Fair
    Value Measurements:  ASC 820-10, ASC 820-10
      2009


2008Marketable


Marketablesecurities 


securities auction rate


auction ratesecurities only


securities onlyBeginning balance

$
15,728,000


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


3,628,000



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






2,454,000Purchases, issuances, and settlements


(19,356,000
)


Transfers in and/or out of Level 3






Ending balance

$



$
15,728,000   Measured
    at Fair Value  Nonrecurring Basis
    9.
    Preferred
    Stock and long-term payables:  January 30,2010Series B Preferred Stock

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


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

$
11,243,000Long-term payables

$
4,841,000  59




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    one-for-one
       60




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year2010

$
2011


4,841,0002012


2013


12,256,0002014


28,598,000$
45,695,000   10.
    Credit
    Facility:      11.
    Shareholders
    Equity:  Common
    Stock
    Dividends
   61




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##### Table of Contents



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

Fiscal

Fiscal2009

2008

2007Expected volatility

66%-78%

41%-56%

33%-40%Expected term (in years)

6 years

6 years

6 yearsRisk-free interest rate

2.3%-3.4%

2.9%-3.7%

3.2%-5.1%  62




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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,January 31, 2009


2,690,000


$
8.01



2,479,000


$
7.05



11,000


$
13.73



1,400,000


$
15.46Granted


452,000



1.00



199,000



3.44















Exercised


(146,000
)


2.36



(191,000
)


2.02















Forfeited or canceled


(554,000
)


10.31



(469,000
)


11.18



(11,000
)


13.73



(1,400,000
)


15.46Balance outstanding,January 30, 2010


2,442,000


$
6.52



2,018,000


$
6.21






$







$
Options exercisable at: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



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


$
15.46    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:


2,442,000


$
6.52



7.6


$
1,608,000



2,332,000


$
6.65



7.5


$
1,450,0002001 Incentive:


2,018,000


$
6.21



8.0


$
1,579,000



1,913,000


$
6.31



7.6


$
1,475,000     Stock
    Option Tax Benefit
   63




---



##### Table of Contents



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


ValueNon-vested outstanding, January 31, 2009


268,000


$
2.31Granted


39,000


$
2.26Vested


(266,000
)

$
2.32Forfeited


(2,000
)

$
1.35Non-vested outstanding, January 30, 2010


39,000


$
2.26   Common
    Stock Repurchase Program
    12.
    Sales by
    Product Group:    For the Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008Watches, Coins & Collectibles

$
164,860


$
121,127


$
113,871Jewelry


116,852



196,207



289,786Consumer Electronics


88,434



109,558



170,262Apparel, Fashion Accessories and Health & Beauty


63,732



60,699



66,932Home


57,996



40,236



84,708All other


35,999



39,683



55,991Total

$
527,873


$
567,510


$
781,550  64




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Income
    Taxes:    January 30,


January 31,2010


2009Accruals and reserves not currently deductible for tax purposes

$
5,038,000


$
8,385,000Inventory capitalization


640,000



965,000Basis differences in intangible assets


(2,100,000
)


(1,116,000
)Differences in depreciation lives and methods


2,626,000



1,592,000Differences in investments and other items


(185,000
)


3,669,000Net operating loss carryforwards


96,353,000



78,072,000Valuation allowance


(102,372,000
)


(91,567,000
)Net deferred tax asset

$



$
     Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008Current

$
91,000


$
(33,000
)

$
(839,000
)Deferred










$
91,000


$
(33,000
)

$
(839,000
)     Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008Taxes at federal statutory rates


35.0
%


35.0
%


35.0
%State income taxes, net of federal tax benefit


1.9



1.9



2.5Non-cash stock option vesting expense


(1.6
)


(1.1
)


3.1Non-deductible interest


(4.0
)






Valuation allowance and NOL carryforward benefits


(31.1
)


(35.8
)


(37.0
)Effective tax rate on continuing operations


0.2
%


0.0
%


3.6
%      65




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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

Amount2010

$
105,288,0002011


75,830,0002012


48,710,0002013


955,0002014 and thereafter


85,000   Employment
    Agreements
   66




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##### Table of Contents



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

Amount2010

$
1,697,0002011


1,278,0002012


1,138,0002013


1,020,0002014 and thereafter


2,720,000     Retirement
    and Savings Plan
    State
    Sales Tax
    15.
    Litigation:   67




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Supplemental
    Cash Flow Information:    For the Years EndedJanuary 30,


January 31,


February 2,2010


2009


2008Supplemental cash flow information:Interest paid

$
11,000


$



$
9,000Income taxes paid

$
43,000


$
208,000


$
1,009,000Supplemental non-cash investing and financing activities:Common stock purchase warrants forfeited

$
34,000


$
11,903,000


$
10,931,000Deferred financing costs included in accrued liabilities

$
414,000


$
1,283,000


$
Property and equipment purchases included in accounts payable

$
72,000


$
94,000


$
523,000Accretion of redeemable preferred stock

$
62,000


$
293,000


$
291,000Issuance 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.
    Sale of
    Ralph Lauren Media, LLC Equity Investment:        Three Months EndedMarch 31, 2007Net sales

$
26,211Gross profit

$
17,223Net income

$
4,871  68




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##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Agreement
    for Services
    18.
    Relationship
    with NBCU and GE Equity:  Strategic
    Alliance with GE Equity and NBCU
    Amended
    and Restated Shareholder Agreement
     69




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Registration
    Rights Agreement
    NBCU
    Distribution and Marketing Agreement
    NBCU
    Trademark License Agreement
   70




---



##### Table of Contents



VALUEVISION
    MEDIA, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    e-commerce
  19.
    Restructuring
    Costs:      Balance at











Balance atJanuary 31,








Cash


January 30,2009


Charges


Write-offs


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   71




---



##### 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   20.
    Chief
    Executive Officer Transition Costs:   72




---



##### 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)
 73




---



##### Table of Contents



MANAGEMENTS
    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 and President
 (Principal Executive Officer)
  WILLIAM
    MCGRATH
   Vice President, Interim Chief Financial Officer
 (Principal Financial Officer)
    Changes
    in Internal Controls over Financial Reporting
  Rules 13a-15 15d-15
 74




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 
   Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    75




---



##### 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.
 76




---



##### 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 30, 2010 and
    January 31, 2009
    Consolidated Statements of Operations for the Years Ended
    January 30, 2010, January 31, 2009 and
    February 2, 2008
    Consolidated Statements of Shareholders Equity for the
    Years Ended January 30, 2010, January 31, 2009 and
    February 2, 2008
    Consolidated Statements of Cash Flows for the Years Ended
    January 30, 2010, January 31, 2009 and
    February 2, 2008
    Notes to Consolidated Financial Statements   77




---



##### 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 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)

$
2,770,000For 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)

$
8,376,000     (1)
    
    Write off of uncollectible receivables, net of recoveries.(2)
    
    Refunds or credits on products returned.     78




---



##### 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/  WILLIAM
    MCGRATHWilliam
    McGrath

Vice President, Interim Chief Financial Officer
    (Principal Financial and Accounting 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  79




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description

Method of Filing3
.1

Articles of Incorporation, as amended

Filed herewith3
.2

Certificate of Designation of Series B Redeemable
    Convertible Preferred Stock

Incorporated by reference(R)3
.3

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

Incorporated by reference(P)3
.4

Bylaws, as amended

Incorporated by reference(A)10
.1

2001 Omnibus Stock Plan of the Registrant

Incorporated by reference(M)10
.2

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

Incorporated by reference(O)10
.3

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

Incorporated by reference(Q)10
.4

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

Incorporated by reference(Q)10
.5

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

Incorporated by reference(Q)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

Filed herewith10
.17

Revolving Credit and Security Agreement between the Registrant
    and PNC Bank, National Association dated November 25, 2009

Filed herewith10
.18

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

Incorporated by reference(E)10
.19

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(F)10
.20

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

Incorporated by reference(E)10
.21

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

Incorporated by reference(R) 80




---



##### Table of Contents



Exhibit No.

Description

Method of Filing10
.22

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

Incorporated by reference(R)10
.23

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

Incorporated by reference(R)10
.24

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(R)10
.25

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

Incorporated by reference(L)10
.26

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

Incorporated by reference(K)10
.27

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)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 Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended May 3, 2008, filed on June 12,
    2008, 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.(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
    Quarterly Report on
    Form 10-Q
    for the quarter ended October 31, 2000, filed on
    December 14, 2000, File
    No. 0-20243. 81




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##### Table of Contents



(L)
    
    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.(M)
    
    Incorporated herein by reference to the Registrants
    Registration Statement on
    Form S-8
    filed on January 25, 2002, File
    No. 333-81438.(N)
    
    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.(O)
    
    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.(P)
    
    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.(Q)
    
    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.(R)
    
    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. 82