10-K/A 1 c96593e10vkza.txt AMENDMENT TO FORM 10-K ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-K/A (AMENDMENT NO. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2005 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For 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 (I.R.S. Employer of Incorporation or Organization) Identification No.) 6740 SHADY OAK ROAD, EDEN PRAIRIE, MN 55344-3433 "WWW.SHOPNBC.COM" (Zip Code) (Address of Principal Executive Offices) 952-943-6000 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK, $0.01 PAR VALUE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] As of April 7, 2005, 36,966,099 shares of the registrant's common stock were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant on July 30, 2004, based upon the closing sale price for the registrant's common stock as reported by the Nasdaq Stock Market on July 30, 2004 was approximately $206,808,063. For purposes of determining such aggregate market value, all officers and directors of the registrant are considered to be affiliates of the registrant, as well as shareholders holding 10% or more of the outstanding common stock as reflected on Schedules 13D or 13G filed with the registrant. This number is provided only for the purpose of this Annual Report on Form 10-K and does not represent an admission by either the registrant or any such person as to the status of such person. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant's fiscal year ended January 31, 2005 are incorporated by reference in Part III of this annual report on Form 10-K. ================================================================================ VALUEVISION MEDIA, INC. ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED JANUARY 31, 2005 TABLE OF CONTENTS

PAGE ---- Explanatory Note................................................. 2 PART IV Item 15. Exhibits and Financial Statement Schedules ............. 2 Signatures....................................................... 9

EXPLANATORY NOTE In accordance with Exchange Act Rule 12b-15, this Amendment No. 1 on Form 10-K/A amends Item 15 of the Annual Report on Form 10-K of ValueVision Media, Inc. (the "Company") for the fiscal year ended January 31, 2005, filed with the Securities and Exchange Commission on April 15, 2005, and presents the relevant text of the items amended. Item 15 is amended to include certain financial statements of Ralph Lauren Media, LLC (in which the Company has an equity interest). This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures affected by subsequent events. PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements - Report of Independent Registered Public Accounting Firm - Consolidated Balance Sheets as of January 31, 2005 and 2004 (Restated) - Consolidated Statements of Operations for the Years Ended January 31, 2005, 2004 and 2003 - Consolidated Statements of Shareholders' Equity for the Years Ended January 31, 2005, 2004 (Restated) and 2003 (Restated) - Consolidated Statements of Cash Flows for the Years Ended January 31, 2005, 2004 and 2003 - Notes to Consolidated Financial Statements 2. Financial Statement Schedules VALUEVISION MEDIA, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ------------------------------ ------------ ----------------------------- ------------------ ----------- ADDITIONS ----------------------------- BALANCES AT CHARGED TO BEGINNING OF COSTS AND BALANCE AT YEAR EXPENSES OTHER DEDUCTIONS END OF YEAR ------------ ------------ ------------- ------------------ ----------- FOR THE YEAR ENDED JANUARY 31, 2005: Allowance for doubtful Accounts.................... $ 2,054,000 $ 4,303,000 $ - $ (3,936,000)(1) $ 2,421,000 ============ ============ ========== ============== =========== Reserve for returns........... $ 8,780,000 $120,238,000 $ - $ (121,728,000)(2) $ 7,290,000 ============ ============ ========== ============== =========== FOR THE YEAR ENDED JANUARY 31, 2004: Allowance for doubtful Accounts.................... $ 3,500,000 $ 4,556,000 $ - $ (6,002,000)(1) $ 2,054,000 ============ ============ ========== ============== =========== Reserve for returns........... $ 7,954,000 $124,941,000 $ - $ (124,115,000)(2) $ 8,780,000 ============ ============ ========== ============== =========== FOR THE YEAR ENDED JANUARY 31, 2003: Allowance for doubtful accounts.................... $ 3,205,000 $ 6,704,000 $ - $ (6,409,000)(1) $ 3,500,000 ============ ============ ========== ============== =========== Reserve for returns........... $ 6,551,000 $122,927,000 $ 125,000(3) $ (121,649,000)(2) $ 7,954,000 ============ ============ ========== ============== ===========

------------ (1) Write off of uncollectible receivables, net of recoveries. (2) Refunds or credits on products returned. (3) Increased through acquisitions. 3. Exhibits EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT -------------- --------------------------------------------------------------------------------------------------------------- 3.1 Sixth Amended and Restated Articles of Incorporation, as Amended.(B) 3.2 Certificate of Designation of Series A Redeemable Convertible Preferred Stock.(G)

EXHIBIT NUMBER EXHIBIT -------------- --------------------------------------------------------------------------------------------------------------- 3.3 Articles of Merger.(Q) 3.4 Bylaws, as amended.(B) 10.1 Second Amended 1990 Stock Option Plan of the Registrant (as amended and restated).(H)+ 10.2 Form of Option Agreement under the Amended 1990 Stock Option Plan of the Registrant.(A)+ 10.3 1994 Executive Stock Option and Compensation Plan of the Registrant.(D)+ 10.4 Form of Option Agreement under the 1994 Executive Stock Option and Compensation Plan of the Registrant.(E)+ 10.5 2001 Omnibus Stock Plan of the Registrant.(N)+ 10.6 Amendment No. 1 to the 2001 Omnibus Stock Plan of the Registrant.(P)+ 10.7 Form of Incentive Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant.(R)+ 10.8 Form of Nonstatutory Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant.(R)+ 10.9 Form of Restricted Stock Agreement under the 2001 Omnibus Stock Plan of the Registrant.(R)+ 10.10 Option Agreement between the Registrant and Marshall Geller dated as of March 3, 1997.(A)+ 10.11 Option Agreement between the Registrant and Marshall Geller dated May 9, 2001.(N)+ 10.12 Option Agreement between the Registrant and Marshall Geller dated June 21, 2001.(N)+ 10.13 Option Agreement between the Registrant and Robert Korkowski dated March 3, 1997.(A)+ 10.14 Option Agreement between the Registrant and Robert Korkowski dated May 9, 2001.(N)+ 10.15 Option Agreement between the Registrant and Robert Korkowski dated June 21, 2001.(N)+ 10.16 Employment Agreement between the Registrant and William J. Lansing dated December 1, 2003.(S)+ 10.17 Option Agreement between the Registrant and William J. Lansing dated December 1, 2003.(S)+ 10.18 Separation Agreement between the Registrant and Gene McCaffery dated November 25, 2003.(S)+ 10.19 Transition Employment Agreement between the Registrant and Gene McCaffery dated December 1, 2003.(V)+ 10.23 Option Agreement between the Registrant and Nathan Fagre dated May 1, 2000.(K)+ 10.24 2002 Annual Management Incentive Plan of the Registrant.(P)+ 10.25 Employment Agreement between the Registrant and Nathan E. Fagre dated April 30, 2000.(M)+ 10.26 Amendment No. 1 to Employment Agreement between Registrant and Nathan E. Fagre dated as of April 5, 2001.(R)+ 10.27 Form of Salary Continuation Agreement between the Registrant and each of Nathan Fagre dated July 2, 2003 and Scott Danielson dated June 16, 2004.(T)+ 10.28 Salary Continuation Agreement between the Registrant and Brenda Boehler dated February 9, 2004.(V)+ 10.29 Form of Option Agreement between the Registrant and each of Brenda Boehler and Scott Danielson.(U)+ 10.30 Transponder Lease Agreement between the Registrant and Hughes Communications Galaxy, Inc. dated as of July 23, 1993 as supplemented by letters dated as of July 23, 1993.(C) 10.31 Transponder Service Agreement dated July 23, 1993 between the Registrant and Hughes Communications Satellite Services, Inc.(C) 10.32 Full-Time Transponder Capacity Agreement dated January 31, 2005 between the Registrant and Panamsat Corporation.* 10.33 Investment Agreement by and between ValueVision and GE Equity dated as of March 8, 1999.(F) 10.34 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.(G) 10.35 Distribution and Marketing Agreement dated as of March 8, 1999 by and between NBC and the Registrant.(F) 10.36 Letter Agreement dated March 8, 1999 between NBC, GE Equity and the Registrant.(F) 10.37 Shareholder Agreement dated April 15, 1999 between the Registrant, and GE Equity.(G) 10.38 Amendment No. 1 dated March 19, 2004 to Shareholder Agreement dated April 15, 1999 between the Registrant, NBC and GE Equity.(V) 10.39 ValueVision Common Stock Purchase Warrant dated as of April 15, 1999 issued to GE Equity.(G)

EXHIBIT NUMBER EXHIBIT -------------- --------------------------------------------------------------------------------------------------------------- 10.40 Registration Rights Agreement dated April 15, 1999 between the Registrant, GE Equity and NBC.(G) 10.41 ValueVision Common Stock Purchase Warrant dated as of April 15, 1999 issued to NBC.(G) 10.42 Letter Agreement dated November 16, 2000 between the Registrant and NBC.(M) 10.43 Warrant Purchase Agreement dated September 13, 1999 between the Registrant, Snap!LLC, a Delaware limited liability company and Xoom.com, Inc., a Delaware corporation.(I) 10.44 Common Stock Purchase Warrant dated September 13, 1999 to purchase shares of the Registrant held by Xoom.com, Inc., a Delaware corporation.(I) 10.45 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.(I) 10.46 Amended and Restated Limited Liability Company Agreement of Ralph Lauren Media, LLC, a Delaware limited liability company, dated as of February 7, 2000, among Polo Ralph Lauren Corporation, a Delaware corporation, National Broadcasting Company, Inc., a Delaware corporation, the Registrant, CNBC.com LLC, a Delaware limited liability company and NBC Internet, Inc., a Delaware corporation.(J) 10.47 Agreement for Services dated February 7, 2000 between Ralph Lauren Media, LLC, a Delaware limited liability company, and VVI Fulfillment Center, Inc., a Minnesota corporation.(J) 10.48 Amendment to Agreement for Services dated as of January 31, 2003 between Ralph Lauren Media, LLC and VVI Fulfillment Center, Inc.(R) 10.49 Trademark License Agreement dated as of November 16, 2000 between NBC and the Registrant.(L) 10.50 Warrant Purchase Agreement dated as of November 16, 2000 between NBC and the Registrant.(L) 10.51 Common Stock Purchase Warrant dated as of November 16, 2000 between NBC and the Registrant.(L) 10.52 Amendment No. 1 dated March 12, 2001 to Common Stock Purchase Warrant dated as of November 16, 2000 between NBC and the Registrant.(O) 10.53 ValueVision Common Stock Purchase Warrant dated as of March 20, 2001 between NBC and the Registrant.(O) 10.54 2004 Omnibus Stock Plan.(V)+ 10.55 Form of Stock Option Agreement (Employees) under 2004 Omnibus Stock Plan.(W)+ 10.56 Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan.(W)+ 10.57 Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan.(W)+ 10.58 Form of Stock Option Agreement (Directors - Annual Grant) under 2004 Omnibus Stock Plan.(W)+ 10.59 Form of Stock Option Agreement (Directors - Other Grants) under 2004 Omnibus Stock Plan.(W)+ 21 Significant Subsidiaries of the Registrant.* 23 Consent of Independent Registered Public Accounting Firm.* 24 Powers of Attorney* 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.** 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.** 32.1 Section 1350 Certification of Chief Executive Officer.** 32.2 Section 1350 Certification of Chief Financial Officer.** 99.1 Financial Statements for Ralph Lauren Media, LLC for fiscal years 2003 and 2002.(X) 99.2 Unaudited Financial Statements for Ralph Lauren Media, LLC for fiscal years 2004 and 2003.**

------------- * Previously filed. ** 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-QSB for the quarter ended August 31, 1994, filed on September 13, 1994, File No. 0-20243. (C) Incorporated herein by reference to the Registrant's Registration Statement on Form S-3 filed on October 13, 1993, as amended, File No. 33-70256. (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 Annual Report on Form 10-K for the fiscal year ended January 31, 2000, 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 May 16, 2002, filed on May 17, 2002, 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 Current Report on Form 8-K dated December 1, 2003, filed on December 3, 2003, File No. 0-20243. (T) 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. (U) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on March 19, 2004, File No. 333-113736. (V) Incorporated herein by reference to Annex B to the Registrant's Proxy Statement in connection with its annual meeting of shareholders held on June 22, 2004, filed on May 19, 2004, File No. 0-20243. (W) 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. (X) Incorporated herein by reference to Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004, File No. 0-20243. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 8, 2005. VALUEVISION MEDIA, INC. (Registrant) By: /s/ WILLIAM J. LANSING ------------------------------------- William J. Lansing Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on July 8, 2005. NAME TITLE ----------------------------- ------------------------------------------- /s/ WILLIAM J. LANSING Chief Executive Officer, President and ----------------------------- Director (Principal Executive Officer) William J. Lansing Vice President Finance /s/ FRANK ELSENBAST and Chief Financial Officer ----------------------------- (Principal Financial and Accounting Officer) Frank Elsenbast * Chairman of the Board ----------------------------- Marshall S. Geller * Director ----------------------------- James J. Barnett * Director ----------------------------- John D. Buck * Director ----------------------------- Ron Herman * Director ----------------------------- Douglas V. Holloway * Director ----------------------------- Robert J. Korkowski * Director ----------------------------- Jay Ireland * Director ----------------------------- Allen L. Morgan * William J. Lansing, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney duly executed by these persons. /s/ WILLIAM J. LANSING -------------------------------------- Attorney-in-Fact EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT FILED BY -------------- ------------------------------------------------------------ ------------------------- 3.1 Sixth Amended and Restated Articles of Incorporation, as Incorporated by reference Amended. 3.2 Certificate of Designation of Series A Redeemable Incorporated by reference Convertible Preferred Stock. 3.3 Articles of Merger. Incorporated by reference 3.4 Bylaws, as amended. Incorporated by reference 10.1 Second Amended 1990 Stock Option Plan of the Registrant (as Incorporated by reference amended and restated). 10.2 Form of Option Agreement under the Amended 1990 Stock Option Incorporated by reference Plan of the Registrant. 10.3 1994 Executive Stock Option and Compensation Plan of the Incorporated by reference Registrant. 10.4 Form of Option Agreement under the 1994 Executive Stock Incorporated by reference Option and Compensation Plan of the Registrant. 10.5 2001 Omnibus Stock Plan of the Registrant. Incorporated by reference 10.6 Amendment No. 1 to the 2001 Omnibus Stock Plan of the Incorporated by reference Registrant. 10.7 Form of Incentive Stock Option Agreement under the 2001 Incorporated by reference Omnibus Stock Plan of the Registrant. 10.8 Form of Nonstatutory Stock Option Agreement under the 2001 Incorporated by reference Omnibus Stock Plan of the Registrant. 10.9 Form of Restricted Stock Agreement under the 2001 Omnibus Incorporated by reference Stock Plan of the Registrant. 10.10 Option Agreement between the Registrant and Marshall Geller Incorporated by reference dated as of March 3, 1997. 10.11 Option Agreement between the Registrant and Marshall Geller Incorporated by reference dated May 9, 2001. 10.12 Option Agreement between the Registrant and Marshall Geller Incorporated by reference dated June 21, 2001. 10.13 Option Agreement between the Registrant and Robert Korkowski Incorporated by reference dated March 3, 1997. 10.14 Option Agreement between the Registrant and Robert Korkowski Incorporated by reference dated May 9, 2001. 10.15 Option Agreement between the Registrant and Robert Korkowski Incorporated by reference dated June 21, 2001. 10.16 Employment Agreement between the Registrant and William J. Incorporated by reference Lansing dated December 1, 2003. 10.17 Option Agreement between the Registrant and William J. Incorporated by reference Lansing dated December 1, 2003. 10.18 Separation Agreement between the Registrant and Gene Incorporated by reference McCaffery dated November 25, 2003. 10.19 Transition Employment Agreement between the Registrant and Incorporated by reference Gene McCaffery dated December 1, 2003. 10.23 Option Agreement between the Registrant and Nathan Fagre Incorporated by reference dated May 1, 2000.

EXHIBIT NUMBER EXHIBIT FILED BY -------------- ------------------------------------------------------------ ------------------------- 10.24 2002 Annual Management Incentive Plan of the Registrant. Incorporated by reference 10.25 Employment Agreement between the Registrant and Nathan E. Incorporated by reference Fagre dated April 30, 2000. 10.26 Amendment No. 1 to Employment Agreement between Registrant Incorporated by reference and Nathan E. Fagre dated as of April 5, 2001. 10.27 Form of Salary Continuation Agreement between the Registrant Incorporated by reference and each of Nathan Fagre dated July 2, 2003 and Scott Danielson dated June 16, 2004. 10.28 Salary Continuation Agreement between the Registrant and Incorporated by reference Brenda Boehler dated February 9, 2004. 10.29 Form of Option Agreement between the Registrant and each of Incorporated by reference Brenda Boehler and Scott Danielson. 10.30 Transponder Lease Agreement between the Registrant and Incorporated by reference Hughes Communications Galaxy, Inc. dated as of July 23, 1993 as supplemented by letters dated as of July 23, 1993. 10.31 Transponder Service Agreement dated July 23, 1993 between Incorporated by reference the Registrant and Hughes Communications Satellite Services, Inc. 10.32 Full-Time Transponder Capacity Agreement dated January 31, Previously filed 2005 between the Registrant and Panamsat Corporation. 10.33 Investment Agreement by and between ValueVision and GE Incorporated by reference Equity dated as of March 8, 1999. 10.34 First Amendment and Agreement dated as of April 15, 1999 to Incorporated by reference the Investment Agreement, dated as of March 8, 1999, by and between the Registrant and GE Equity. 10.35 Distribution and Marketing Agreement dated as of March 8, Incorporated by reference 1999 by and between NBC and the Registrant. 10.36 Letter Agreement dated March 8, 1999 between NBC, GE Equity Incorporated by reference and the Registrant. 10.37 Shareholder Agreement dated April 15, 1999 between the Incorporated by reference Registrant, and GE Equity. 10.38 Amendment No. 1 dated March 19, 2004 to Shareholder Incorporated by reference Agreement dated April 15, 1999 between the Registrant, NBC and GE Equity. 10.39 ValueVision Common Stock Purchase Warrant dated as of April Incorporated by reference 15, 1999 issued to GE Equity. 10.40 Registration Rights Agreement dated April 15, 1999 between Incorporated by reference the Registrant, GE Equity and NBC. 10.41 ValueVision Common Stock Purchase Warrant dated as of April Incorporated by reference 15, 1999 issued to NBC. 10.42 Letter Agreement dated November 16, 2000 between the Incorporated by reference Registrant and NBC. 10.43 Warrant Purchase Agreement dated September 13, 1999 between Incorporated by reference the Registrant, Snap!LLC, a Delaware limited liability company and Xoom.com, Inc., a Delaware corporation. 10.44 Common Stock Purchase Warrant dated September 13, 1999 to Incorporated by reference purchase shares of the Registrant held by Xoom.com, Inc., a Delaware corporation.

EXHIBIT NUMBER EXHIBIT FILED BY -------------- ------------------------------------------------------------ ------------------------- 10.45 Registration Rights Agreement dated September 13, 1999 Incorporated by reference between the registrant and Xoom.com, Inc., a Delaware corporation, relating to Xoom.com, Inc.'s warrant to purchase shares of the Registrant. 10.46 Amended and Restated Limited Liability Company Agreement of Incorporated by reference Ralph Lauren Media, LLC, a Delaware limited liability company, dated as of February 7, 2000, among Polo Ralph Lauren Corporation, a Delaware corporation, National Broadcasting Company, Inc., a Delaware corporation, the Registrant, CNBC.com LLC, a Delaware limited liability company and NBC Internet, Inc., a Delaware corporation. 10.47 Agreement for Services dated February 7, 2000 between Ralph Incorporated by reference Lauren Media, LLC, a Delaware limited liability company, and VVI Fulfillment Center, Inc., a Minnesota corporation. 10.48 Amendment to Agreement for Services dated as of January 31, Incorporated by reference 2003 between Ralph Lauren Media, LLC and VVI Fulfillment Center, Inc. 10.49 Trademark License Agreement dated as of November 16, 2000 Incorporated by reference between NBC and the Registrant. 10.50 Warrant Purchase Agreement dated as of November 16, 2000 Incorporated by reference between NBC and the Registrant. 10.51 Common Stock Purchase Warrant dated as of November 16, 2000 Incorporated by reference between NBC and the Registrant. 10.52 Amendment No. 1 dated March 12, 2001 to Common Stock Incorporated by reference Purchase Warrant dated as of November 16, 2000 between NBC and the Registrant. 10.53 ValueVision Common Stock Purchase Warrant dated as of March Incorporated by reference 20, 2001 between NBC and the Registrant. 10.54 2004 Omnibus Stock Plan. Incorporated by reference 10.55 Form of Stock Option Agreement (Employees) under 2004 Incorporated by reference Omnibus Stock Plan. 10.56 Form of Stock Option Agreement (Executive Officers) under Incorporated by reference 2004 Omnibus Stock Plan. 10.57 Form of Stock Option Agreement (Executive Officers) under Incorporated by reference 2004 Omnibus Stock Plan. 10.58 Form of Stock Option Agreement (Directors - Annual Grant) Incorporated by reference under 2004 Omnibus Stock Plan. 10.59 Form of Stock Option Agreement (Directors - Other Grants) Incorporated by reference under 2004 Omnibus Stock Plan. 21 Significant Subsidiaries of the Registrant. Previously filed 23 Consent of Independent Registered Public Accounting Firm. Previously filed 24 Powers of Attorney Previously filed 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Filed herewith Officer. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Filed herewith Officer. 32.1 Section 1350 Certification of Chief Executive Officer. Filed herewith 32.2 Section 1350 Certification of Chief Financial Officer. Filed herewith

EXHIBIT NUMBER EXHIBIT FILED BY -------------- ------------------------------------------------------------ ------------------------- 99.1 Financial Statements for Ralph Lauren Media, LLC for fiscal Incorporated by reference years 2003 and 2002. 99.2 Unaudited Financial Statements for Ralph Lauren Media, LLC Filed herewith for fiscal years 2004 and 2003.