®

Delivering Value to Consumers –

how, when and where they want

November 2009

Exhibit 99.1

2

®

Safe Harbor

Certain

statements

found

in

this

document

constitute

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may

cause our actual results, performance or achievements to be materially different from any future results, performance or achievements

expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from our

existing competitors; new competitors in any of our businesses; a shift in client preference for different promotional materials, strategies or

coupon

delivery

methods,

including,

without

limitation,

as

a

result

of

declines

in

newspaper

circulation;

an

unforeseen

increase

in

paper

or

postal

costs;

changes

which

affect

the

businesses

of

our

clients

and

lead

to

reduced

sales

promotion

spending,

including,

without

limitation, a decrease of marketing budgets which are generally discretionary in nature and easier to reduce in the short-term than other

expenses;

our

substantial

indebtedness,

and

ability

to

refinance

such

indebtedness,

if

necessary,

and

our

ability

to

incur

additional

indebtedness, may affect our financial health; the financial condition, including bankruptcies, of our clients, suppliers, senior secured credit

facility lenders or other counterparties; our ability to comply with or obtain modifications or waivers of the financial covenants contained in

our debt documents; certain covenants in our debt documents could adversely restrict our financial and operating flexibility; ongoing

disruptions in the credit markets that make it difficult for companies to secure financing; fluctuations in the amount, timing, pages, weight

and

kinds

of

advertising

pieces

from

period

to

period,

due

to

a

change

in

our

clients’

promotional

needs,

inventories

and

other

factors;

our

failure

to

attract

and

retain

qualified

personnel

may

affect

our

business

and

results

of

operations;

a

rise

in

interest

rates

could

increase

our

borrowing costs; we may be required to recognize additional impairment charges against goodwill and intangible assets in the future; court

approval of the settlement agreement among the parties to the pending ADVO securities class action lawsuit; our current litigation with

News America Incorporated may be costly and divert management’s attention; possible governmental regulation or litigation affecting

aspects of our business; the credit and liquidity crisis in the financial markets could continue to affect our results of operations and

financial condition; reductions of our credit ratings may have an adverse impact on our business; counterparties to our secured credit

facility and interest rate swaps may not be able to fulfill their obligations due to disruptions in the global credit markets; uncertainty in the

application and interpretation of applicable state sales tax laws may expose us to additional sales tax liability; and general economic

conditions, whether nationally, internationally, or in the market areas in which we conduct our business, including the adverse impact of

the

ongoing

economic

downturn

on

the

marketing

expenditures

and

activities

of

our

clients

and

prospective

clients

as

well

as

our

vendors,

with

whom

we

rely

on

to

provide

us

with

quality

materials

at

the

right

prices

and

in

a

timely

manner.

These

and

other

risks

and

uncertainties related to our business are described in greater detail in our filings with the United States Securities and Exchange

Commission, including our reports on Forms 10-K and 10-Q and the foregoing information should be read in conjunction with these filings. 

We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise.

3

®

Delivering value to consumers…

In-store

Industry Size: $1 billion

Strategy: Growth

Interactive

Industry Size: $10.3 billion

Strategy: Growth

Newspaper

Industry Size/Valassis Revenue*:

ROP: $18.3 billion/$187 million

FSI: $817 million/$370 million

Preprint: $6.4 billion/$240 million

Strategy: Grow Share

Sampling

Industry Size: $2.3 billion

Valassis Revenue*: $42 million

Strategy: Grow Share

Shared Mail

Direct Mail Industry Size: $59 billion

Valassis Revenue*: $1.37 billion

Strategy: Growth and Grow Share

*Revenue figures based on Valassis 2008 revenue.

how,

when

and

where

they

want

Shared Mail

Free-standing inserts (FSI) -

Co-op newspaper inserts

Coupon and promotion clearing

Canadian media operations

Sweepstakes/security consulting

In-store partnerships

Direct mail sampling/advertising

Loyalty marketing software

Internet-delivered promotions

Preprinted inserts

On-page newspaper advertising (ROP)

Newspaper polybag sampling/advertising

Door hanger sampling/advertising (Direct-to-Door)

Shared mail wrap

Targeted inserts

Saturation mail

List services

Neighborhood Targeted

Free-standing Inserts

International, Digital

Media & Services

$469.2M

$370.2M

$171.7M

$1,370.8M

2008 Revenue

2008 Total Revenue

$2,381.9M

$303.6M

$278.3M

$113.4M

$944.0M

YTD Revenue

as of 9/30/09

(unaudited)

YTD Total Revenue

$1,639.3M

-6.6% 9M09 vs. 9M08

-8.7% 9M09 vs. 9M08

-3.8% 9M09 vs. 9M08

-0.1% 9M09 vs. 9M08

-11.3% 9M09 vs. 9M08

Pro forma

+6.8% 9M09 vs. 9M08*

*Excludes revenue from previously announced divested and discontinued operations.

5

®

Diversification -

2008

Revenue by Product

Revenue by Client

International,

Digital Media

& Services

7.1%

Free-standing

Insert

15.5%

Neighborhood

Targeted

19.5%

Shared Mail

57.9%

Consumer

Packaged Goods

16.9%

Specialty Retail

16.3%

Grocery, Mass

and Drug

18.3%

Restaurants

13.0%

Financial 4.2%

Discount

Stores

5.4%

Direct

Marketers

6.9%

Consumer

Services

8.4%

Telecom

5.7%

Satellite 2.0%

Other 2.9%

6

®

2009 Strategy

•

Successful cost management

•

Focus on client retention and improved execution of cross

selling and new client acquisition

•

Further adoption of Integrated Media Optimization

•

Marketers need to move product and consumers seek deals

–

Valassis products drive traffic and move product

–

Research studies indicate the current economic environment will have

a more permanent effect on consumer behavior

–

Coupon redemption for the first nine months of 2009 is up 23%

compared to the first nine months of 2008

1

1

NCH Marketing Services, Inc. Third Quarter 2009 Report.  NCH Marketing Services is our wholly-owned subsidiary.

7

®

Long-term Growth Strategy

•

Maintain and grow our core products and innovate with new

offerings

•

As newspaper coverage declines, Shared Mail and Online

are logical and effective solutions for newspaper-delivered

content

•

Value Proposition:

The only company to blend a one-of-a-

kind national shared mail network and newspaper

distribution

–

Leverage our proprietary targeting system (IMO) for effective  

media optimization

Execution = Long-term Profitable Revenue Growth

8

®

Guidance

(increased

October

29,

2009)

(1)

$255 -

$265 million

Full-year 2009 Adjusted EBITDA

(2)

Guidance

(1)

All data are as of October 29, 2009.  This guidance by management was based on the economic environment as of such date.  Actual

results may differ materially.  No reference (oral or written) to such data should be construed as an update, revision, confirmation or

clarification of same.

(2)

Adjusted EBITDA is a non-GAAP financial measure.  Important information regarding operating results and reconciliations of non-GAAP

financial

measures

to

the

most

comparable

GAAP

measures

may

be

found

in

the

“Reconciliation

of

Non-GAAP

measure”

on

slides

15-17.

•

On October 29, 2009 given our outlook and assuming no

increased

volatility

in

marketers’

ad

spend,

we

increased

full-year 2009 adjusted EBITDA

(2)

guidance to between

$255 million and $265 million from $245 million

•

Capital expenditures expected to be $20 million

9

®

Capital Structure

($ in millions)

Cash and equivalents                                            

$  110.8

Senior Secured Debt:

Senior

Secured

Credit

Facility

–

fixed

portion

447.2

6.78%

3/31/2014

swaps expire 12/31/10

Senior

Secured

Credit

Facility

–

floating

portion

65.1                 2.07%

(1)

3/31/2014 

LIBOR

+175

Senior Convertible Notes

0.1

--

5/22/2033

interest no longer payable

Senior

Secured

Revolving

Credit

Facility

–

$100mm

(2)

0.0

2.57%

(1)

3/31/2012

LIBOR

+225

Total Secured Debt

$  512.4

Senior Unsecured Notes

540.0

8-1/4%

3/01/2015

fixed rate

Total Debt

$1,052.4

Total Net Debt

$   941.6

Current Market Capitalization

$   971.1

48.1M shares at 10/29/09

Total Capitalization

$1,912.7

As of

9/30/09

Rate

Due

Comments

closing price of $20.19

(1) Based on three-month LIBOR as of 9/30/09 of 0.32% plus spread.

(2) $100 million less approximately $10.5 million in letters of credit is current available credit.

10

®

Cash Flows and Interest Update

•

Cash Flows from Operating Activities for the nine months

ended 9/30/09 was $137.4 million

•

Our cash interest expense for the third quarter 2009 was

$19.3 million compared to $23.0 million for the prior year

quarter

11

®

Capital Structure Update –

Thru 9/30/09

•

As

of

9/30/09

through

“modified

Dutch”

auctions*,

repurchased

$93.7 million of term loan B and delayed draw debt at a weighted

average discount to par of 11.0%, resulting in a gain of $9.4 million

after fees

•

Repaid $150.1 million of debt from 1/1/09 through 9/30/09

•

From 4/1/09 through 9/30/09, we switched to 1-month LIBOR from

3-month LIBOR as the base interest rate for our term loan B and

delayed draw indebtedness, achieving cash interest expense

savings of $313,000.  This switch resulted in the loss of hedge

accounting treatment of our interest rate swaps which caused $4.2

million ($2.8 million in 3Q09 and $1.4 million in 2Q09) of non-cash

interest expense related to the fair value of the interest rate swap

contracts.

*See

Valassis

press

release

dated

1/26/09

and

related

Form

8-K

filed

with

the

SEC

on

1/27/09

for 

complete details on credit agreement amendment.

®

Covenant Analysis

As of 9/30/09

Consolidated Senior Secured Leverage Ratio:

Senior Secured Debt

$512.4

Adjusted

EBITDA

(LTM)

(1)

$244.0

Covenant

Ratio

Level

(2)

3.75x

Consolidated Senior Secured Leverage Ratio

2.10x

Test

Pass

Covenant EBITDA Cushion %

44.0%

Consolidated Interest Coverage Ratio:

As of 9/30/09

Consolidated Interest Expense (LTM)

$80.1

Adjusted

EBITDA

(LTM)

(1)

$244.0

Covenant

Ratio

Level

(3)

1.75x

Consolidated Interest Coverage Ratio

3.05x

Test

Pass

Covenant EBITDA Cushion %

42.5%

($ in millions)

(1)  Calculated pursuant to the terms of the senior secured credit facility for the trailing twelve-month period ended September 30, 2009.  Adjusted

EBITDA under the senior secured credit facility is calculated differently than the Company’s publicly disclosed Adjusted EBITDA because the

senior secured credit facility definition does not permit certain adjustments the Company has included in its publicly disclosed Adjusted EBITDA.

(2) Ratio decreases to 3.50x on Dec. 31, 2009.

(3) Ratio increases to 2.00x on Dec. 31, 2009.

13

®

Why Invest in Valassis?

•

Consumer demand for value-oriented media and clients’

desire for measurable results

•

Value proposition

–

shared mail and newspaper blended solution

–

one-of-a-kind shared mail distribution

–

long-term newspaper coverage declines = shift to shared mail

(improved margins)

–

digital potential

•

Cross-sell opportunity

–

extensive product portfolio

–

expansive client base

•

Outperforming media peers on a revenue and profit basis

•

Low-cost capital structure

•

Cash flow yield

•

Experienced, results-oriented management team

®

Appendix

15

®

Reconciliation of Non-GAAP Measure

Non-GAAP Financial Measures

We define adjusted EBITDA as earnings before net interest expense, other non-cash expenses (income), net, income taxes, depreciation, amortization,

stock-based compensation expense associated with SFAS No. 123R, non-recurring restructuring and severance costs and amortization of a client

contract incentive. Adjusted EBITDA is a non-GAAP financial measure commonly used by financial analysts, investors, rating agencies and other

interested parties in evaluating companies, including marketing services companies.  Accordingly, management believes that adjusted EBITDA may be

useful

in

assessing

our

operating

performance

and

our

ability

to

meet

our

debt

service

requirements.

In

addition,

adjusted

EBITDA

is

used

by

management

to

measure

and

analyze

our

operating

performance

and,

along

with

other

data,

as

our

internal

measure

for

setting

annual

operating

budgets,

assessing

financial

performance

of

business

segments

and

as

a

performance

criteria

for

incentive

compensation.

However,

this

non-GAAP

financial

measure

has

limitations

as

an

analytical

tool

and

should

not

be

considered

in

isolation

from,

or

as

an

alternative

to,

operating

income,

cash

flow

or other income or cash flow data prepared in accordance with GAAP. Some of these limitations are:

adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;

although

depreciation

and

amortization

are

non-cash

charges,

the

assets

being

depreciated

or

amortized

may

have

to

be

replaced

in

the

future,

and

adjusted

EBITDA does not reflect cash capital expenditure requirements for such replacements;

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

adjusted

EBITDA

does

not

reflect

the

significant

interest

expense

or

the

cash

requirements

necessary

to

service

interest

or

principal

payments

on

our

indebtedness;

adjusted EBITDA does not reflect income tax expense or the cash necessary to pay income taxes;

adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and

other

companies,

including

companies

in

our

industry,

may

calculate

this

measure

differently

and

as

the

number

of

differences

in

the

way

two

different

companies calculate this measure increases, the degree of its usefulness as a comparative measure correspondingly decreases.

Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our

business or reduce indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using this non-GAAP financial

measure

only

supplementally.

Further

important

information

regarding

operating

results

and

reconciliations

of

this

non-GAAP

financial

measure

to

the

most comparable GAAP measures can be found below.

16

®

Adjusted EBITDA to Net Earnings and Cash Flows

from Operating Activities

($ in millions)

Three Months Ended

Nine Months Ended

9/30/2009

9/30/2009

Net

Earnings

-

GAAP

13.8

$                

42.8

$                

plus:

Income taxes

7.6

25.9

Interest expense, net

23.1

65.7

Depreciation and amortization

16.9

52.0

less:

Other non-cash income, net

(1.8)

(13.2)

EBITDA

59.6

$                

173.2

$             

Stock-based compensation expense

2.8

5.6

Restructuring costs/severance

1.5

4.0

Adjusted EBITDA

63.9

$                

182.8

$             

Interest expense, net

(23.1)

(65.7)

Income taxes

(7.6)

(25.9)

Restructuring costs, cash

(1.5)

(4.0)

Changes in operating assets and liabilities

(17.7)

50.2

Cash Flows from Operating Activities

14.0

$                

137.4

$             

17

®

Reconciliation of Full-year 2009 Adjusted EBITDA

Guidance to Full-year 2009 Net Earnings Guidance

($ in millions)

*Does not include any effect related to the fair value of interest rate swaps for the fourth quarter of 2009.

Low End

High End

Net Earnings

64.8

$          

71.0

$          

plus:

Interest expense, net*

86.1

86.1

Income taxes

39.7

43.5

Depreciation and amortization

66.8

66.8

less:

Other non-cash income

(14.5)

(14.5)

EBITDA

242.9

$        

252.9

$        

plus:

FAS123r expense

7.7

7.7

Non-recurring restructuring/severance

4.4

4.4

Company Publicly Disclosed Projected Adjusted EBITDA

255.0

$        

265.0

$        

Full-year 2009 Guidance