"As we discussed on our November 18, 2009 conference call, we fully expected to receive this notification letter after we filed an unreviewed 10-Q," said Jonathan Johnson, Overstock.com President. "I have talked with our listing analyst at NASDAQ and I expect that the plan we submit to the NASDAQ will be accepted and that the company will regain compliance well before the deadline."

If NASDAQ does not accept the company's plan, Overstock.com will have the opportunity to appeal that decision to the NASDAQ Hearings Panel.

About Overstock.com

Overstock.com, Inc. is an online retailer offering brand-name merchandise at discount prices. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel. Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System and can be found online at http://www.overstock.com. Overstock.com regularly posts information about the company and other related matters on its website under the heading "Investor Relations."

Overstock.com(R) is a registered trademark of Overstock.com, Inc. Any other trademarks are the property of their respective owners.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including statements regarding our ability file a plan to the NASDAQ Stock Market by January 18, 2010, and regain compliance under NASDAQ Listing Rules by May 17, 2010. Our Form 10-K/A for the year ended December 31, 2008 our subsequent quarterly reports on Form 10-Q, or any amendments thereto, and our other subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in our projections, estimates or forward-looking statements.

SOURCE Overstock.com, Inc.

http://www.overstock.com

"International markets are underserved by online retail," said Patrick Byrne, Overstock.com chairman and CEO. "The time has never been better for international customers to buy American goods, creating a great opportunity for us."

About Overstock.com

Overstock.com, Inc. is an online retailer offering brand-name merchandise at discount prices. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel. Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System under the symbol: OSTK, and can be found online at http://www.overstock.com. Overstock.com regularly posts information about the company and other related matters on its website under the heading "Investor Relations."

Overstock.com(R) is a registered trademark of Overstock.com, Inc.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, statements regarding whether online retail underservices international markets; the opportunity for the company's international sales, owning to a weak U.S. currency, the component operations of the international program on the company's site, statements regarding future international sales and a continued expansion of the company's international sales program. Our Form 10-K/A for the year ended December 31, 2008, our subsequent quarterly reports on Form 10-Q, or any amendments thereto, and our other subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in our projections, estimates or forward-looking statements.

SOURCE Overstock.com, Inc.

http://www.overstock.com

Dear Owner:

We have elected to file an unreviewed Form 10-Q for the period ending September 30, 2009. Here is why:

    1. In February 2009, we were notified by a partner that we had overpaid it
       approximately $700,000, but that the partner wanted to reach a mutual
       solution to this overpayment and another open issue (the partner has
       asserted that we might owe it in excess of $400,000 regarding this other
       issue).  At that time, we doubted our ability to recover this overpayment
       and we could not reasonably estimate what we might recover.
    2. Thus, we had to decide between either immediately recognizing as income a
       sum whose magnitude, collection, and collectability was in doubt (which
       we felt was an incorrect and aggressive position, especially in light of
       the economic and retail environment of the time), or whether we should
       take a more conservative position of negotiating with this vendor who
       owed whom, how much, and on what terms, including timing of payment, and
       recognizing those sums only if and when we received the payments.
    3. The accounting for this transaction required significant judgment and
       interpretation of the facts and circumstances -- which others with 20/20
       hindsight might later question.  Weighing all the facts and circumstances
       at the time, we decided it would be a mistake to book this overpayment as
       an asset as of December 31, 2008, deciding instead to recognize the sums
       as we recovered the money (that is, we thought the conservative position
       was the correct position). Our auditors at the time,
       PricewaterhouseCoopers ("PwC"), agreed with this course of action, and we
       prepared our 2008 Form 10-K on the basis of this decision.
    4. Although PwC had given us eight years of fine service, after we filed our
       2008 Form 10-K, we ran a formal RFP process for selecting our 2009
       auditors as a reflection of my belief that changing auditors every decade
       or so might be healthy. Grant Thornton won that RFP, and the Audit
       Committee selected Grant Thornton as our 2009 auditor.
    5. Before Grant Thornton took our audit engagement in Q1 2009, it reviewed
       our filed 2008 Form 10-K and told us it was comfortable with our past
       accounting practices.
    6. In late Q1 2009, we received $785,000 relating to the partner overpayment
       discussed in point 1 above (even though the other issue with that partner
       remained unresolved).  Thus, we recognized $785,000 in our 2009 Q1 Form
       10-Q financials, which Grant Thornton reviewed as our auditors.  In
       addition we highlighted $1.9 million (of which the $785,000 was a part)
       attributable to the collected overpayment, certain partner under-billing
       collections, and a freight carriers' refund of overcharges in one-time,
       non-recurring income in that quarter's earnings release, earnings
       conference call and Form 10-Q.
    7. As our auditors, Grant Thornton reviewed our financial statements in Q1
       and Q2 2009 before we filed Form 10-Q's for those quarters.  Throughout
       2009, our Audit Committee has repeatedly asked Grant Thornton if there
       was any accounting that it would do differently, and repeatedly received
       the answer, "No." In fact, as recently as late-October 2009, Grant
       Thornton confirmed to us that it supported our accounting method for
       recognizing the $785,000.
    8. In early October and again in early November, the SEC sent us comment
       letters asking us, among other things, to advise it on and justify the
       accounting treatment we used regarding the $785,000.
    9. Last week, Grant Thornton advised us that, on further consultation and
       review within the firm, it had revised its position and that it now
       believes that we should have recorded the $785,000 as an asset in 2008.
       As a result of its accounting position, Grant Thornton said it would be
       unable to complete its review of the financial statements in our Q3 Form
       10-Q unless we amended our previous 2009 quarterly filings and restated
       our 2008 financial results.  On November 13, Grant Thornton also advised
       us that it believes that we should make disclosure or take action to
       prevent future reliance on our March 31, 2009 financial statements and
       June 30, 2009 financial statements filed in our Q1 and Q2 Form 10-Q's, as
       a result of this issue.
    10. We disagree with Grant Thornton.  We, along with PwC, continue to
        believe that we have accounted for the $785,000 correctly and thus our
        Q1 and Q2 financial statements are correct.  Both we and PwC believe
        that it is not proper to reopen our 2008 Form 10-K, subject to
        resolution with the SEC of its comment letters.

    11. Thus, we are in a quandary: one auditing firm won't sign-off on our Q3
        Form 10-Q unless we restate our 2008 Form 10-K, while our previous
        auditing firm believes that it is not proper to restate our 2008 Form
        10-K.  Unfortunately, Grant Thornton's decision-making could not have
        been more ill-timed as we ran into SEC filing deadlines.

As a result, we have elected to dismiss Grant Thornton, file an unreviewed Q3 Form 10-Q (as we have no current auditor), continue to work with the SEC on the issues addressed in its comment letters, and engage another independent audit firm. Once we have completed these last two items, we will file a reviewed Q3 Form 10-Q/A.

In the meantime, I will continue to focus on the business during this busiest part of the year.

I will hold a conference call to further explain and answer questions regarding this matter on Wednesday afternoon at 5:00 p.m. EST (details below). Until then, I remain,

Your humble servant,

Patrick M. Byrne

Webcast information

To listen to the conference call via telephone, dial (866) 551-1816 and enter passcode 42232838 when prompted. Participants outside the United States or Canada who do not have Internet access should dial +1 (706) 758-1198 and enter passcode 4223283 when prompted.

Replay

A replay of the webcast will be available at http://investors.overstock.com starting two hours after the live call has ended. An audio replay of the webcast will be available via telephone starting at 6:00 p.m. Eastern Time on Wednesday, November 18, 2009 through 11:59 p.m. Eastern Time on Wednesday, November 25, 2009. To listen to the recorded webcast by phone, please dial (800) 642-1687 and enter passcode 4223283 when prompted. Outside the U.S. or Canada please dial +1 (706) 645-9291 and enter passcode 4223283 when prompted.

About Overstock.com

Overstock.com, Inc. is an online retailer offering brand-name merchandise at discount prices. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel. Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System and can be found online at http://www.overstock.com. Overstock.com regularly posts information about the company and other related matters on its website under the heading "Investor Relations."

Overstock.com(R) is a registered trademark of Overstock.com, Inc. Any other trademarks are the property of their respective owners.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including statements regarding our ability to resolved any open matters with the SEC, hire another independent auditor, and the timing of any amended filing(s) with the SEC. Our Form 10-K/A for the year ended December 31, 2008, our subsequent quarterly reports on Form 10-Q, or any amendments thereto, and our other subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in our projections, estimates or forward-looking statements.

SOURCE Overstock.com, Inc.

http://www.overstock.com

About Overstock.com

Overstock.com, Inc. is an online retailer offering brand-name merchandise at discount prices. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel. Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System and can be found online at http://www.overstock.com. Overstock.com regularly posts information about the company and other related matters on its website under the heading "Investor Relations."

Overstock.com(R) is a registered trademark of Overstock.com, Inc. All other trademarks are the property of their respective owners.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our Form 10-K/A for the year ended December 31, 2008, our subsequent quarterly reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, or any amendments thereto, and our other subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in any of our projections, estimates or forward-looking statements.

SOURCE Overstock.com, Inc.

http://www.overstock.com