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October 12, 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
Response dated October 2, 2023
File No. 000-49799
Dear Adrianne Lee:
            We have reviewed your October 2, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 19, 2023
letter.
Response dated October 2, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
1.We note your response to our prior comment 2 states that you have “not identified
material indirect consequences of climate-related regulation or business trends that would
have a material impact on our business, financial condition, or results of operations."
Please include a discussion explaining in greater detail your analysis and how you
concluded on the materiality of each of the items noted in our prior comment for which
disclosure was not deemed necessary.  For example, please explain how you determined
that “competitive factors other than lower emissions are the primary drivers in customers
purchasing products from our website as compared to purchasing products from our
competitors” and how you concluded that the "potential reputational risks associated with
public perceptions surrounding our level of participation in carbon reduction efforts" have

 FirstName LastNameAdrianne Lee
 Comapany NameOverstock.com, Inc.
 October 12, 2023 Page 2
 FirstName LastName
Adrianne Lee
Overstock.com, Inc.
October 12, 2023
Page 2
not had a material impact on your business or operations.  Also, you state that since you
are a retailer and not a manufacturer, you are limited in the ability to impact climate
related effects of manufacturing.  Please tell us how you considered discussing the indirect
consequences of climate-related regulations or business trends relating to your distribution
supply chain, including any greenhouse gas emissions related to shipping and
transportation, and warehousing activities. In addition, disclose whether you have
experienced increased competition to offer sustainable products or products that result in
lower emissions.
2.We note your response to the last bullet point in prior comment 3 states that you did not
incur any costs associated with physical or operational damage caused by weather related
impacts. However, you also state in response to the first and second bullet points of our
prior comment that no severe weather conditions led to material physical damages
resulting in material loss of business and operational disruption, and you did not
experience any material weather-related damage to your property or operations during the
periods covered by your 2022 Form 10-K.  Please revise to clarify whether you
experienced any weather-related damages to your property, business or operations for the
years ended December 31, 2020, 2021 and 2022. If so, please explain how you concluded
on materiality and provide quantitative information to support your determination.

In addition, we note your response references a risk factor relating to your dependence on
third-party companies that support functions critical to your supply chain.  Please revise
your disclosure to more clearly explain how you could be impacted if severe weather
impacts your customers, suppliers, partners, including third-party carriers and independent
fulfillment partners.
3.We note your response to prior comment 4. Please tell us whether you expect to purchase
carbon credits or offsets, or renewable energy certificates, in future periods.
            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