SecProbe.io

United States securities and exchange commission logo
September 19, 2023
Adrianne Lee
Chief Financial Officer
Overstock.com, Inc.
799 West Coliseum Way
Midvale, UT 84047
Re:Overstock.com, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 000-49799
Dear Adrianne Lee:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed February 24, 2023
General
1.We note that you provided more expansive climate-related disclosure on your
website than you provided in your SEC filings.  Please advise us what consideration you
gave to providing the same type of climate-related disclosure in your SEC filings as you
provided on your website.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
2.We note your risk factor on page 17 referencing the potential adoption of climate change
rules. To the extent material, discuss the indirect consequences of climate-related
regulation or business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;

 FirstName LastNameAdrianne Lee
 Comapany NameOverstock.com, Inc.
 September 19, 2023 Page 2
 FirstName LastName
Adrianne Lee
Overstock.com, Inc.
September 19, 2023
Page 2
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
3.Discuss the physical effects of climate change on your operations and results. This
disclosure may include the following:
•severity of weather, such as floods, hurricanes, sea levels, arability of farmland,
extreme fires, and water availability and quality;
•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers, suppliers or partners; and
•any weather-related impacts on the cost or availability of insurance.
Your response should include quantitative information for each of the periods for which
financial statements are presented in your Form 10-K and explain whether changes are
expected in future periods.
4.If material, please discuss any purchase or sale of carbon credits or offsets and the effects
on your business, financial condition, and results of operations. Ensure you provide
quantitative information with your response for each of the periods for which financial
statements are presented in your Form 10-K and for any future periods.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Todd Kaye