Overstock.com 2003 Annual Report Download - page 45

an opinion on the Company's consolidated financial statements. Audit services also include the attestation engagement for the independent auditor's report on
management's assertion on internal controls for financial reporting. The Policy provides that the Audit Committee will monitor the Audit services engagement
throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items. The Policy
provides for Audit Committee pre-approval of specific Audit services.
Audit-related Services
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial
statements or that are traditionally performed by the independent auditor. Under the Policy, the Audit Committee grants general pre-approval to specified
Audit-related services. All other Audit-related services not specified must be specifically pre-approved by the Audit Committee.
Tax Services
Under the Policy, the Audit Committee grants general pre-approval to specific tax compliance, planning and advice services that have historically been
provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with
the SEC's rules on auditor independence. Other tax services must be specifically approved by the Audit Committee.
All Other Services
Under the Policy, the Audit Committee grants general pre-approval to specific permissible non-audit services classified as All Other Services that it
believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC's rules on auditor
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independence. Services permissible under applicable rules but not specifically approved in the Policy require further specific pre-approval by the Audit
Committee.
Procedures
The Policy provides that at the beginning of each year, the chief financial officer and the Company's independent auditor will jointly submit to the Audit
Committee a schedule of audit, audit-related, tax and other non-audit services that are subject to general pre-approval. This schedule will provide a description
of each type of service that is subject to general pre-approval and, where possible, will provide projected fees (or a range of projected fees) for each service.
The Audit Committee will review and approve the types of services and review the projected fees for the next fiscal year. Any changes to the fee amounts
listed in the schedule will be subject to further specific approval of the Audit Committee. The Policy prohibits the independent auditor from commencing any
project not described in the schedule approved by the Audit Committee until specific approval has been given.
The Audit Committee did not pre-approve any of the services described above under the caption "Audit Related Fees" pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X, as those services were performed prior to the effective date of the pre-approval requirements.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
1. Financial Statements
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Stockholders' Equity and Comprehensive Income
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Schedule II Valuation and Qualifying Accounts
2. Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts listed in (a)(1) above is included herein. Schedules other than those listed above have been omitted as
they are either not required, not applicable, or the information has otherwise been shown in the consolidated financial statements or notes thereto.
3. Exhibits
(a)