Overstock.com 2012 Annual Report Download - page 93

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Table of Contents



As used herein, "Overstock," "Overstock.com," "O.co," "we," "our" and similar terms include Overstock.com, Inc. and its subsidiaries, unless the
context indicates otherwise. We were formed on May 5, 1997 as D2-Discounts Direct, a limited liability company. On December 30, 1998, we were
reorganized as a C Corporation in the State of Utah and reincorporated in Delaware in May 2002. On October 25, 1999, we changed our name to
Overstock.com, Inc.
We are an online retailer offering discount brand name, non-brand name and closeout merchandise, including furniture, home décor, bedding and
bath, housewares, jewelry and watches, apparel and designer accessories, electronics and computers, and sporting goods, among other products. We
also sell hundreds of thousands of best seller and current run books, magazines, CDs, DVDs and video games ("BMMG"). We sell these products
through our Internet websites located at www.overstock.com, www.o.co and www.o.biz ("Website"). Although our three websites are located at
different domain addresses, the technology and equipment and processes supporting the Website and the process of order fulfillment described herein
are the same for all three websites.


The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany
account balances and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect
the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial
statements and accompanying notes. Estimates are used for, but not limited to, investment valuation, receivables valuation, revenue recognition, sales
returns, incentive discount offers, inventory valuation, depreciable lives of fixed assets and internally-developed software, goodwill valuation, intangible
valuation, income taxes, stock-based compensation, performance-based compensation, restructuring liabilities and contingencies. Actual results could
differ materially from those estimates.

We classify all highly liquid instruments, including money market funds with a remaining maturity of three months or less at the time of purchase,
as cash equivalents. Cash equivalents as of December 31, 2012 and December 31, 2011 were $76.2 million and $81.2 million, respectively.

We consider cash that is legally restricted and cash that is held as a compensating balance for letter of credit arrangements as restricted cash. At
December 31, 2012 and 2011, restricted cash was $1.9 million and $2.0 million, respectively, and was held primarily in cash or money market accounts.
F-6