A Comparative Analysis of Overstock and Amazon

Financial Reporting, Analysis and Ethics: A Comparative Analysis of Overstock. com and Amazon Robert Baird BU7545 Fall 2011 Financial Reporting, Analysis and Ethics: A Comparative Analysis of Overstock. com and Amazon Robert Baird BU7545 Fall 2011 Table of Contents| | | Executive Summary| 2| | | Company and Industry Information| 3| | | Accounting Issues| 6| | | Accounting Policies and Disclosure Practices| 9| | | Financial Statement Analysis| 10| | | Corporate Governance| 13| | | Conclusion| 15| | |

References| 18| | | Appendices| 21| Executive Summary This paper covers the accounting errors related to freight costs that led Overstock. com in 2006 to restate its financial statements for 2002, 2003, 2004 and quarterly reports for 2004 and 2005, and the subsequent SEC investigation in which they were cleared of wrongdoing. It also covers a second restatement from 2009, in which the financial statements for 2009 and 2008 were restated and another SEC investigation related to those restatements.

The paper details a glaring problem for Overstock related to its accounting controls and even the company’s admittance in its annual report that it does not have an appropriate number of qualified accounting professionals able to produce financial statements that are free of material errors. Overstock is compared against a direct competitor, Amazon, who although is a much larger company that Overstock, has become the standard in the industry against which all other companies are judged.

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The paper also examines the corporate structure of each company, including the board of directors, the different board committees that exist and compensation practices for senior company executives. The paper concludes that Overstock must put in place the proper controls and hire competent accounting and auditing professionals to ensure the validity of their financial statements. Company and Industry Information Overstock. com (Overstock) was incorporated in Utah in December 1998, originally as D2-Discounts Direct, Inc. , later reincorporated in the state of Delaware in 2002 and changed its name to Deals. om, Inc. in 1999. Overstock adopted its present name on October 25, 1999 and is based out of Salt Lake City, Utah. Overstock is an online retailer that sells discount merchandise to consumers through its online website. According to Mergent Online, “Overstock. com is an online retailer providing discount brand name, non-brand name and closeout merchandise, including bed-and-bath goods, home decor, kitchenware, furniture, watches and jewelry apparel, electronics and computers, sporting goods, and designer accessories, among other products” (2011).

Overstock also sells “run books, magazines, compact discs, digital video disk and video games” (Mergent Online, 2011). The company conducts direct business, in which it orders are fulfilled at Overstock’s warehouses in Salt Lake City, Utah and shipped to final consumers or business, and business with fulfillment partners, which occurs when Overstock sells another manufacturers or retailers merchandise on their website and those third parties pack and ship orders. Overstock, however, does “handle returns and customer service related to substantially all orders placed through its website” (Mergent Online, 2011).

According to Mergent Online, as of the end of 2010, Overstock “sells to customers in over 90 countries” but “does not have sales operations outside the United States” and “is using a United States based third party to provide logistics and fulfillment for all international orders” (2011). Overstock does ship goods to suppliers on consignment, and includes car and real estate listings, insurance quotes and an online auction service on its website. Amazon was originally incorporated in Washington in 1994 and later reincorporated in the state of Delaware in 1996. Amazon. om (Amazon), like Overstock is an online retailer that sells all sorts of different products and merchandise on its website. According to Mergent Online, the products on Amazon’s website “primarily include merchandise and content purchased for resale from vendors and those provided by party sellers, and it also manufactures and sells the Kindle e-reader” and they also provide “services such as Amazon Web Services (AWS), fulfillment, miscellaneous marketing and promotional agreements, such as online advertising and co-branded credit cards. Amazon consists of two separate business segments, North America and International.

North America consists of “amounts earned from retail sales of consumer products (including from sellers) and subscriptions through North America-focused websites such as www. amazon. com and www. amazon. ca and include amounts earned from AWS” and includes the export sales from the above mentioned websites (Mergent Online, 2011). The International business segment consists of “amounts earned from retail sales of consumer products (including from sellers) and subscriptions through internationally focused locations” and the segment includes “export sales from these internationally ased locations (including export sales from these sites to customers in the United States and Canada), but excludes export sales from the company’s United States and Canadian locations” (Mergent Online, 2011). According to Standard & Poor’s NetAdvantage, Amazon “has virtually unlimited online shelf space, and can offer customers a vast selection of products through an efficient search and retrieval interface” (2011). In addition to being the seller of record for a broad range of new products, Amazon allows other businesses and individuals to sell new, used and collectible products on its websites through its Merchant and Amazon Marketplace programs” in which Amazon “earns fixed fees, sales commissions and/or per unit activity fees,” as well as serving developers and “enterprises of all sizes through AWS, which provides access to technology infrastructure that developers can use to virtually enable any type of business” (S&P NetAdvantage, 2011).

The online retail industry is an industry that is thriving as more and more consumer purchase products online. As the supply chain and logistics processes have become increasingly advanced and streamlined, online retailing has taken major strides in the past two decades. According to the Standard & Poor’s Industry Surveys (Computers: Consumer Services & the Internet), “United States online retail sales (excluding the auto, travel and prescription drug categories) increased 13% in 2010 to $17. billion” and “improvements in multi-channel initiatives, better online merchandising, more personalized offerings and increasingly sophisticated marketing efforts drove growth in 2010,” while S&P Capital IQ forecasts internet retail sales will rise to 11% in 2011 (2011, p. 10) . The S&P Industry Survey also states that “worldwide business-to-consumer (B2C) internet spending may increase from $708 billion in 2010 to $1. trillion in 2014” and the three most popular categories of merchandise sold online in 2009 were (in order) “apparel, accessories and footwear; software and peripherals; and consumer electronics,” and a “number of exclusive online retailers have also been successful, among (them) major publicly traded online retailers like Amazon. com Inc. and Overstock. com Inc. ” (2011, p. 17). Amazon, however, is far and away the leader of its industry. At first it seemed like a business model that was destined to ail, but is has since become “the model” for its industry and “has been the breakaway leader in global e-commerce for a number of years” (S&P Industry Surveys, 2011, p. 18). Overstock is trying to emulate the strategy used by Amazon, but it is difficult for any online retailer to differentiate itself from a company like Amazon, with its huge market share and market capitalization. Amazon is an incredibly tough act to follow and according to the S&P Industry Survey, it is predicted that in 2011, Amazon “will achieve its sixth straight year with revenue growth of greater than 25%” (2011, p. 18).

Amazon has “achieved strong and sustained success by continuing to focus on its customers” and “has looked to innovate and take risks, despite potential near-term negative impacts to its financial performance” (S&P Industry Surveys, 2011, p. 18). Accounting Issues Overstock has had numerous instances of accounting and control errors that have resulted in restatements of financial statements and probes by the United States Securities and Exchange Commission (SEC). In 2006, Overstock announced that it would restate its previously reported financial statements going back to 2002 due to an error in the way it accounted for its freight costs.

According to the Deseret News on March 1, 2006, “the accounting errors relate to how the Salt Lake-based company immediately expensed inbound freight costs in the periods they were incurred, instead of capitalizing such costs as part of inventory and expensing them as it sold off the inventory” and the error “effects annual financial reports for 2002, 2003, 2004 and quarterly reports for 2004 and 2005” (2006, p. E1). The correction of the freight cost error actually increased the inventory by $3. million as of the third quarter of 2005, and lowered the net losses for fiscal years 2002, 2003 and 2004. In an interview on CNBC in 2006, Overstock CEO said of the restatement “our restatement was $3. 5 million to the good” and “our auditors have said that we understated our results by $3. 5 million” (CEO Wire, 2006). He went on to say in the interview with Becky Quick on CNBC that “it turns out we had – turns out that we have understated our performance, that our books are too conservative, is what the auditors have said” (CEO Wire, 2006).

Overstock vice president of corporate affairs, echoed this sentiment in an interview with the Knight Ridder Tribune Business News, saying “when you look at what this restatement is really, it is positive” (Sims, 2006, p. 1). In an interview with the Salt Lake Tribune, Overstock President Jonathan Johnson said of the accounting errors: “When we order comforters, we pay the manufacturer and the freight bill. We’ve been accounting for the freight bill as we paid it, expensing it. We should have been capitalizing the freight bill as we sold the goods, as opposed to when we actually paid it” (Keahey, 2009).

These are just some examples from the corporate officers at Overstock that they just clearly do not get it, and do not understand the impact of a financial restatement. The Deseret News describes the effects of the accounting error as follows, “for 2005, the accounting change will narrow the reported net loss by $1. 8 million for the quarter ended September 30 and by $592,000 for the quarter ended June 30” and “widen the net loss by $107,000 for the quarter ended March 31. For 2004, the correction will lower the full-year loss by $461,000.

The accounting change will also reduce the net losses for the 2002 and 2003 fiscal years” (2006, p. E1). This restatement led to an investigation of Overstock by the SEC resulting in a subpoena from the SEC for internal documents relating to “its accounting policies, targets and projections” (Wall Street Journal, 2006). On June 6, 2008 the SEC informed Overstock that it had completed its investigation “of the company and its officers and does not intend to recommend any enforcement action” (Financial Wire, 2008).

Overstock apparently did not learn much from the above mentioned restatement and subsequent SEC investigation, and on September 15, 2009, Overstock received yet another notice from the SEC, putting the company on notice that the SEC was “conducting an investigation concerning Overstock’s previously-announced restatements of its financial statements in 2006 and 2008 and other matters” and the subpoena that accompanied the notice “covers documents related to the restatements and also to Overstock’s billings to its partners in the fourth quarter of 2008 and related collections, and Overstock’s accounting for and implementation of software relating to its accounting for customer refunds and credit, including offsets to partners, and related matters” (PR Newswire, 2009). In February 2010, Overstock announced it was restating its financial statements for 2008 and 2009, shifting $1. 8 million of income from 2009 to 2008. Overstock attributed this restatement to “some accounting confusion involving other companies that sell goods on its website” and a related problem involving incorrect invoices from a freight vendor” (Deseret News, 2010, p. A10).

Overstock also stated in a filing with the SEC that it was “applying different accounting standards for its stock option plans that will mean decreased income of $350,000 for 2008 and about $900,000 for 2009” (Harvey, 2010). As if the restatement of financial reports was not bad enough, Overstock admitted to a “deficiency in its financial controls related to its relationship with certain business partners” and informed the SEC that “management’s report on internal control over financial reporting for fiscal 2008 can no longer be relied upon” (Harvey, 2010). On his blog on Phil’s Stock World, Sam Antar (who discloses that he is a convicted felon and former CPA who now works closely with government and law enforcement agencies in cases of white-collar crimes and regularly refers cases to them) wrote that “in 2009…Overstock. om violated GAAP in accounting for its recoveries of certain offsetting costs and reimbursements amounts due to the company from its fulfillment partners (suppliers) who were under-billed in previous reporting periods” and that Overstock should have “restated its financial reports to recognize income when those offsetting costs and reimbursements were actually earned by the company in those previous reporting periods” (Phil’s Stock World, 2010). Antar claims that accounting errors are bordering on criminal and that the company “improperly recognized income as those amounts were collected in future accounting periods on a non-GAAP cash basis” and that Overstock even reported profits in the fourth quarter of 2008 when they should have reported a loss under GAAP (Phil’s Stock World, 2010).

Antar made some even stronger claims against Overstock, saying that accounting errors have become commonplace at Overstock at that the officers of the company do not seemed interested or inclined to put the proper controls in place to detect these errors. Antar writes that “so far, from 1999 to Q3 2009 every single financial report issued by Overstock. com had to be restated at least once, sometimes twice or even three times to correct material accounting errors” with the company even claiming that the last two restatements were caused by “technology problems” (Phil’s Stock World, 2010). In the 2009 10-K issued by Overstock it stated that Overstock’s “information technology program change and program development controls were inadequately designed to prevent changes in our accounting systems which led to the failure to appropriately capture and accurately process data” (2010, p. 18).

The two previously mentioned instances of financial report restatements mean that in 2006, the annual financial statements for 2002, 2003 and 2004 were restated; then the 2006 financial statements were restated again along with the statements for 2008. Both restatements had little or no effect on the stock price of the company and after each restatement was announced the stock price either fall modestly or even went up slightly. Accounting Policies and Disclosure Practices As shown in the numerous instances of accounting errors and restatements, Overstock clearly has an issue with its internal controls over financial reporting to detect basic GAAP errors before their financial statement are released to the SEC.

In its 2010 10-K, Overstock acknowledges that they have a problem and states, “we lacked a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account for and perform adequate supervisory reviews of significant transactions that resulted in misapplications of GAAP” (2010, p. 22). This is a fascinating admittance by a major publicly traded company that it simply does not have accountants to properly produce correct financial statements free of significant accounting errors. Amazon, for its part, is the leader in online retailing and a much larger company with a global footprint that outstretches most companies, and especially that of Overstock, yet their accounting policies are sound.

There exists nothing in their annual reports to the SEC that outlines anything of the sort that Overstock has admitted related to not having a sufficient number of accountants. The information listed in their financial reports seems to be standard language related to GAAP. Both companies, Amazon and Overstock account for their inventory using the first-in, first-out (FIFO) method, valued at lower of cost or market value and depreciate their fixed assets on a straight-line basis. Financial Statement Analysis In its 2009 10-K report, Amazon gives an interesting overview to its business. It states that its’ “primary source of revenue is the sale of a wide range of products and services to customers” and that their “financial focus is on long-term, sustainable growth in free cash flow per share” (2009, p. 21).

It also states that “we seek to reduce our variable costs per unit and work to leverage our fixed costs” and “because of our model we are able to turn over inventory quicker and have a cash-generating operating cycle” (2009, p. 22). Amazon’s inventory turnover, as shown in the financial ratios in the appendix, was 11. 46 times in 2008 (consistent with 11. 06 times in 2007 and 11. 44 times in 2006) and with a receivables turnover of 24. 95 times in 2008 and payables turnover of 5. 98 times in 2008, they have a sufficient operating cycle and cash conversion cycle. Overstock’s inventory turnover was 31. 68 times in 2008, up from 12. 21 times in 2006, and means their sales are stronger and they are moving inventory at a much better rate. The receivables turnover for Overstock 75. 49 times in 2008 and accounts payable turnover of 12. 53 times in 2008.

Amazon gets more bang for their buck than Overstock, and is able to leverage their considerable size and operational capacity to achieve significant returns on their assets, equity and income. In 2008, Amazon’s return on assets (ROA) was 8. 69 percent, compared with Overstock’s -6. 23 percent ROA. Overstock’s ROA has improved from 2006 when it was -34. 43 percent but because of consistent net losses their return ratios are negative. Overstock’s return on equity (ROE) was -105. 88 percent, and improvement from -131. 38 percent in 2006, but nothing compared to Amazon’s ROE of 33. 25 percent in 2008. Amazon also has a significant return on operating income (ROI) of 28. 93 percent in 2008, as contrasted with Overstock’s ROI of -12. 82 percent in 2008 (up from -57. 89 percent in 2006).

A look at the common-size consolidated statement of operations of Amazon and Overstock (restated) offers some insights into the considerable differences between a company with the size and stature of Amazon and a company that would like to achieve that status, like Overstock. Amazon had a gross profit in 2008 of 22. 3 percent of sales (consistent to the gross profit for 2005 through 2007), whereas Overstock had a gross profit of 17. 1 percent of revenue (consistent with gross profit percentages from 2005 through 2007). Both Amazon and Overstock had similar total operating expenses, 17. 9 percent of sales for Amazon in 2008 and 18. 4 percent of revenue for Overstock in 2008. The numbers that are the most telling are the income statistics, with Amazon having a net income as a percentage of sales of 3. 4 percent in 2008, whereas Overstock had a net loss s a percentage of revenue of -1. 5 percent, which improved significantly from 2006 when it was -13. 7 percent and 2007 when it was -6. 3 percent. The trend consolidate statements of operations for Amazon and Overstock (restated), in which the base year of 2005 equals 100 percent, the discrepancies between a global leader in its industry, Amazon, and its competitor, Overstock, are even more compelling. Net sales for Amazon more than doubled from 2005 to 2008, and in 2008 net sales were 225. 7 percent of the net sales from 2005. Total revenue for Overstock was only up slightly from 2005 to 2008, and in 2008 total revenues were 104. 4 percent of the total revenues from 2005.

Amazon also doubled its gross profit from 2005 in, up 209. 4 percent, whereas Overstock’s gross profit in 2008 was 122. 3 percent of its’ 2005 gross profit. Overstock’s total operating expenses stayed relatively close to their 2005 level in 2006, 2007 and 2008, only rising slightly. Amazon, on the other hand had a significant increase in total operating expenses. Operating expenses in 2008 were 213. 3 percent of the 2005 total operating expenses. Net income for Amazon for 2008 was 179. 7 percent of its 2005 net income and increased from 132. 6 in 2007 and from a very off year in 2006, when net income was 52. 9 percent of the previous year 2005.

Overstock has lowered its net losses, and in 2008 the net loss was half (50. 8 percent) of the 2005 level, and they too had a rough year in 2006 when the net loss was four times (428. 5 percent) that of 2005. Analysis of the restated common-size consolidate balance sheet for Overstock and the common-size consolidate balance sheet for Amazon show that both companies have a similar number of current assets, as would be expected from two companies that sell products online and have significant sales and inventory turnover, but Overstock has more cash and cash equivalents when compared to Amazon. Overstock had, as a percentage of total assets, 58. 3 percent of cash and cash equivalents, up drastically from 17. percent in 2005, while Amazon had cash and cash equivalents of one-third (33. 3 percent) of total sales, up slightly from 27. 4 percent in 2005. Amazon’s total current assets were 74 percent of total assets, whereas Overstock had total current assets that totaled 84. 7 percent of total assets, which increased from 72. 1 percent of total assets in 2005. Since current assets were a large percentage of total assets, the reverse would be expected, and total current liabilities for an online retailer would also be a significant portion of total liabilities and stockholders’ equity. Most consumers make purchases online using credit cards and those purchases are often paid off within a year, making them current.

Total current liabilities for Amazon in 2008 were 57 percent of total assets, remaining stable year over year between 2008 and 2005, while total current liabilities for Overstock were 61. 6 percent of total assets, up from 47. 5 percent in 2005. Corporate Governance Overstock has a board of directors that is comprised of four members, three of whom are independent, and is chaired by the CEO Patrick Byrne. According to the proxy statement (DEF 14A) filed on April 2, 2009, the board of directors held ten meeting during 2008 and each director attended at least 75 percent of the meetings of the board (2009, p. 14). Overstock has an audit committee and compensation committee, but no standing nominations committee.

According to the proxy statement, the audit committee held 11 meetings during 2008 and the compensation committee held six meetings, and like board meetings each director attended at least 75 percent of the committee meetings on which he or she served in 2008 (2009, p. 14). The audit committee is chaired by Allison Abraham and includes two financial experts, as defined by the SEC. The audit committee is responsible for “reviewing and monitoring our financial statements and internal accounting procedures, selecting, reviewing and monitoring our independent registered public accounting firm, evaluating the scope of the annual audit, reviewing audit results and consulting with management and our independent registered public accounting firm prior to presentation of financial statements to stockholders” (2009, p. 15).

The compensation committee is responsible for “determining salaries, incentives and other forms of compensation for our directors, officers and other employees and administering various incentive compensation and benefit plans” (2009, p. 15). The 208 proxy statement says the compensation objectives are to “seek to attract and retain highly competent executive management who will build long-term economic value for the Company” and that “our compensation philosophy is that the executive salary and bonus levels should be modest in comparison to those paid at comparable companies, and that executives’ opportunities for more significant compensation should be tied closely to the Company’s performance (2009, p. 20).

The elements of total compensation, as laid out by the 2009 proxy statement include “base salary, annual individual cash bonuses, payments under our Performance Share Plan, awards under our 2005 Equity Incentive Plan, matching contributions under our 401 (k) plan and benefits under our health and welfare benefits plans” (2009, p. 20-21). The board of directors for Amazon consists of nine members, eight of whom are independent, and is chaired by the CEO of Amazon, Jeffrey Bezos. The 2009 proxy statement reads that the board is responsible for “the control and direction of the Company” and “represents the Company’s shareholders and its primary purpose is to build long-term shareholder value” (2009, p. 8). In 2008, the board of directors met nine times and that all directors attended at least 75 percent of the “aggregate of the meetings of the board and committees occurring while they were members” (2009, p. 9).

Amazon has an audit committee, leadership development and compensation committee and a nominating and corporate governance committee. The audit committee is chaired by Tom Alberg, who meets the requirement of a financial expert as defined by the SEC. According to the 2009 proxy statement, the audit committee “represents and assists the board in fulfilling its oversight responsibility relating to the Company’s financial statements and reporting process, the qualifications, independence and performance of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements” (2009, p. 9).

The leadership development and compensation committee, as stated in the 2009 proxy statement, “evaluates the Company’s programs and practices relating to leadership development, reviews and establishes compensation of the Company’s executive officers, and administers the Company’s stock-based and certain other compensation plans, all with a view toward maximizing long-term shareholder value” (2009, p. 10). The proxy statement for 2009, also lays out the responsibilities of the nominating and corporate governance committee, and says it “reviews and assesses the composition of the board, assists in identifying potential new candidates for director, recommends candidates for election as director and provides a leadership role with respect to corporate governance of the Company” (2009, p. 10).

According to the 2009 proxy statement, Amazon’s executive compensation approach is “to tie total compensation to long-term shareholder value, as reflected primarily in the Company’s stock price” and therefore the “primary component of a named executive officer’s total compensation is stock-based compensation” (2009, p. 17). In addition to stock-based compensation, executives also receive a base salary, new-hire cash bonuses and other compensation and benefits, including vacation, medical, 401 (k) and relocation benefits. Conclusion When it comes to online retailing, Amazon is far and away the leader of the industry and the model for all companies to follow. Amazon has an enormous share of the market and their market capitalization is tremendous. Their financial ratios are sound and their year over year statistics are rather impressive. Overstock, on the other hand, is a company that leaves a lot to be desired.

They have had numerous restatements of their financial reports, and two instances of these restatements have been covered in detail above. Overstock has yet to have a positive net income and has had net losses every year. Due to the sheer amount of restatements that have occurred, many executives have fired or resigned their positions and taken the fall for their accounting errors and subsequent SEC investigations. Overstock seems to need to branch out into different revenue streams, such as car and real estate listings, insurance quotes and travel services in order to differentiate themselves from Amazon and capture some market share back from the titan of the industry.

Amazon has its eyes on bigger targets, and wants to stand toe to toe with another gigantic company, Apple. Amazon’s manufacturing and subsequent sales of the various incarnations of the Kindle and an online music service are bold ideas that have paid off handsomely for the company, as have their investments in supply chain and shipping processes, as well as third party relationships. Overstock, for its part, would most likely just like a piece of Amazon’s market share and still has a long way to go before it is anywhere near the level of an Amazon. Overstock first needs to get its accounting controls in order and make sure that the financial statements they release in their annual reports to the SEC will not be restated in the future.

The audit committee, auditors, CFO and accountants need to work together to ensure that their work is free from error, and there clearly needs to be a change in the corporate culture at Overstock because change needs to come from the top. These accounting errors should have been caught before the statements were released and given their history of investigations by the SEC, Overstock should have made every effort to clean up its act and bring in competent accounting and auditing professionals that would have the requisite attention to detail required in producing mistake free financial reports. If Overstock has any hope of ever reaching the level of an Amazon, it needs to fix its accounting issues and to install investor confidence in the company.

Outside of their ROA, ROE, and ROI ratios, which are negative due to their net losses, Overstock’s financial ratios stack up nicely against the financial ratios of Amazon, which are a good sign for the company moving forward, if they can right the ship. The fact that Overstock is still around today has to be a good sign for the company, in that is has come through adversity and still remains a going concern. References Amazon, Inc. (2009). 2008 Annual Report. Seattle, WA: Amazon, Inc. , 2009. Amazon, Inc. (2008). 2007 Annual Report. Seattle, WA: Amazon, Inc. , 2008. Amazon, Inc. (2007). 2006 Annual Report. Seattle, WA: Amazon, Inc. , 2007. Amazon, Inc. (2006). 2005 Annual Report. Seattle, WA: Amazon, Inc. , 2006. Amazon, Inc. (2009) Definitive Proxy Statements.

Seattle, WA: Amazon, Inc. 2009. Amazon, Inc. (2008) Definitive Proxy Statements. Seattle, WA: Amazon, Inc. 2008. Antar, S. (2010, October 16). Does Overstock. com CEO Patrick Byrne know when to shut up, especially while the SEC investigates his company? Retrieved October 30, 2011, from Phil’s Stock World Web site: http:// www. philstockworld. com Boyd, R. (2007, May 11). Company Byrne-d on probe report. New York Post, pp39. Cheng, A. (2006, May 11). Overstock cancels its share sale after SEC subpoena. Deseret News, pp. E4. Harvey, T. (2010, February 5). Overstock hit by another restatement. The Salt Lake Tribune. Hendrick, D. (2009, November 18).

Online retailer fires auditor over accounting fight. SNL Kagan Media & Communications Report. Kanaracus, C. (2008, November 3). Overstock’s ERP woes force it to restate results. Computerworld, 42(44), pp. 7. Keahey, J. (2009, September 23). Overstock CEO and his critics differ over SEC probe. The Salt Lake Tribune. Kessler, S. (2011, October 13). Industry surveys computers: consumer services & the internet. Standard & Poor’s. Mergent, Inc. (2011). Mergent Online. Mims, B. (2006, March 1). Overstock to restate earnings. Knight Ridder Tribune Business News, pp. 1. Moving the market: Overstock. com corrects results back to 2002; losses are narrowed. (2006, March 1).

Wall Street Journal (Eastern Edition), pp. 1. Overstock. com, Inc. (2009) 2008 Amended Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2009. Overstock. com, Inc. (2008) 2007 Amended Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2008. Overstock. com, Inc. (2007) 2006 Amended Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2007. Overstock. com, Inc. (2006) 2005 Amended Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2006. Overstock. com, Inc. (2009) 2008 Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2009. Overstock. com, Inc. (2008) 2007 Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2008.

Overstock. com, Inc. (2007) 2006 Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2007. Overstock. com, Inc. (2006) 2005 Annual Report. Salt Lake City, Utah: Overstock. com, Inc. , 2006. Overstock. com announces receipt of another SEC subpoena. (2009, September 17). PR Newswire. Overstock. com – President interview. (2006, March 1). CEO Wire. Overstock corrects its financial results. (2006, March 1). Deseret News, pp. E1. Overstock. com, Inc. (2009). Definitive proxy statement. Salt Lake City, Utah: Overstock. com, Inc. , 2009. Overstock. com, Inc. (2008). Definitive proxy statement. Salt Lake City, Utah: Overstock. com, Inc. , 2008.

Overstock gets SEC subpoena. (2006, May 10). Wall Street Journal (Eastern Edition). Overstock. com shifting income. (2010, February 6). Deseret News, pp. A10. Q3 2008 Overstock Com Inc earnings conference call – final. (2008, October 24). Fair Disclosure Wire. SEC closes Overstock. com probe, will take no action. (2008, June 7). Financial Wire. Standard & Poor’s. (2011) Standard & Poor’s NetAdvantage. Taub, S. (2006, February 28). Freight costs spur Overstock restatement. CFO. com, pp. 1. Appendices Overstock Original Consolidated Statements of Operations (in thousands)| | | | Year Ended December 31,| | 2008| 2007| 2006| 2005| Revenue| | | | |

Direct Revenue| 174,203| 195,622| 303,202| 324,875| Fulfillment partner revenue| 660,164| 564,539| 484,948| 478,947| Total Revenue| 834,367| 760,161| 788,150| 803,822| | | | | | Cost of goods sold:| | | | | Direct| 154,501| 164,368| 284,943| 283,377| Fulfillment partner| 536,957| 468,222| 408,407| 400,889| Total cost of goods sold| 691,458| 632,590| 693,350| 683,266| Gross profit| 142,909| 127,571| 94,800| 120,556| | | | | | Operating expenses:| | | | | Sales and Marketing| 57,634| 55,458| 70,897| 79,651| Technology| 57,815| 59,453| 65,158| 28,132| General and administrative| 38,373| 41,976| 46,837| 36,495| Restructuring| —| 12,283| 5,674| —|

Amortization of stock-based compensation| —| —| —| 72| Total operating expenses| 153,822| 169,170| 188,566| 144,350| | | | | | Operating loss| (10,913)| (41,599)| (93,766)| (23,794)| Interest income, net| 3,163| 4,788| 3,566| (270)| Interest expense| (3,462)| (4,188)| (4,765)| (5,582)| Other income (expense), net| (1,446)| (92)| 81| 4,728| | | | | | Loss from continuing operations| (12,658)| (41,091)| (94,884)| —| Loss from discontinued operations| —| (3,924)| (6,882)| —| | | | | | Net loss| (12,658)| (45,015)| (101,856)| (24,918)| | | | Overstock Restated Consolidated Statements of Operations (in thousands)| | | | For Year Ended December 31,| | 2008| 2007| 2006| 2005| Revenue| | | | | Direct Revenue| 174,203| 197,088| 301,509| 324,875|

Fulfillment partner revenue| 660,164| 568,814| 478,628| 474,441| Total Revenue| 834,367| 765,902| 780,137| 799,316| | | | | | Cost of goods sold| | | | | Direct| 154,501| 168,008| 284,774| 282,383| Fulfillment partner| 536,957| 473,344| 405,559| 400,057| Total cost of goods sold| 691,458| 641,352| 690,333| 682,440| Gross profit| 142,909| 124,550| 89,804| 116,876| | | | | | Operating expenses:| | | | | Sales and Marketing| 57,634| 57,815| 38,373| 77,155| Technology| 57,815| 59,453| 70,897| 27,901| General and administrative| 38,373| 41,976| 46,837| 33,043| Restructuring| —| 12,283| 5,674| —| Amortization of stock-based compensation| —| —| —| —| Total operating expenses| 153,822| 169,170| 188,566| 138,099| | | | | |

Operating loss| (10,913)| (44,620)| (98,762)| (21,223)| Interest income, net| 3,163| 4,788| 3,566| (270)| Interest expense| (3,462)| (4,188)| (4,765)| (5,582)| Other income (expense), net| (1,446)| (92)| 81| 4,728| | | | | | Loss from continuing operations| (12,658)| (44,112)| (99,880)| (22,347)| Loss from discontinued operations| —| (3,924)| (6,882)| (2,571)| | | | | | Net loss| (12,658)| (48,036)| (106,762)| (24,918)| Overstock Common-Size Consolidated Statements of Operations| | | | | | | Year Ended December, 31| (% of revenue)| 2008| 2007| 2006| 2005| Total Revenue| 100%| 100%| 100%| 100%| Total cost of goods sold| 82. 9%| 83. 2%| 88%| 85%| Gross profit| 17. 1%| 16. 7%| 12%| 15%| Operating expenses:| | | | |

Sales and Marketing| 6. 9%| 7. 3%| 9%| 9. 9%| Technology| 6. 9%| 7. 8%| 8. 3%| 3. 5%| General and administrative| 4. 6%| 5. 5%| 6%| 4. 5%| Restructuring| —| 1. 6%| . 7%| —| Amortization of stock-based compensation| —| —| —| . 009%| Total operating expenses| 18. 4%| 22. 3%| 23. 9%| 18%| | | | | | Operating loss| -1. 3%| -5. 5%| -11. 9%| -3%| Interest income, net| . 3%| . 6%| . 5%| -. 03%| Interest expense| -. 4%| -. 6%| -. 6%| -. 7%| Other income (expense), net| -. 1%| -. 01%| . 01%| . 6%| | | | | | Loss from continuing operations| -1. 5%| -5. 4%| -12%| —| Loss from discontinued operations| —| -. 5%| -. 9%| —| | | | | | Net loss| -1. %| -5. 9%| -12. 9%| -3. 1%| | | | | | Overstock Trend Consolidated Statements of Operations (2005= 100%)| | | | | | | For Year Ended December 31,| | 2008| 2007| 2006| 2005| Total Revenue| 103. 8%| 94. 6%| 98. 1%| 100%| Total cost of goods sold| 101. 2%| 92. 6%| 101. 5%| 100%| Gross profit| 118. 5%| 105. 8%| 78. 7%| 100%| Operating expenses:| | | | | Sales and Marketing| 72. 4%| 69. 7%| 89%| 100%| Technology| 205. 6%| 211. 3%| 231. 6%| 100%| General and administrative| 105. 1%| 115%| 128. 3%| 100%| Total operating expenses| 106. 6%| 117. 2%| 130. 6%| 100%| | | | | | Operating loss| 45. 9%| 174. 8%| 394. 1%| 100%| Interest expense| 62%| 75%| 85. %| 100%| | | | | | Loss from continuing operations| 13. 3%| 43. 3%| 100%| —| Loss from discontinued operations| —| 57%| 100%| —| | | | | | Net loss| 50. 8%| 180. 7%| 408. 8%| 100%| Overstock Restated Common-Size Consolidated Statements of Operations| | | | | | | For Year Ended December 31,| (% of revenue)| 2008| 2007| 2006| 2005| Total Revenue| 100%| 100%| 100%| 100%| Total cost of goods sold| 82. 9%| 83. 7%| 88. 5%| 85. 4%| Gross profit| 17. 1%| 16. 3%| 11. 5%| 14. 6%| Operating expenses:| | | | | Sales and Marketing| 6. 9%| 7. 5%| 4. 9%| 9. 7%| Technology| 6. 9%| 7. 8%| 9. 1%| 3. 5%| General and administrative| 4. 6%| 5. 5%| 6%| 4. 1%|

Restructuring| —| 1. 6%| . 7%| —| Amortization of stock-based compensation| —| —| —| —-| Total operating expenses| 18. 4%| 22. 1%| 24. 2%| 17. 3%| | | | | | Operating loss| -1. 3%| -5. 8%| -12. 7%| -2. 7%| Interest income, net| . 4%| . 6%| . 5%| -. 03%| Interest expense| -. 4%| . 5%| -. 6%| -. 7%| Other income (expense), net| -. 2%| . 01%| . 01%| . 6%| | | | | | Loss from continuing operations| -1. 5%| -5. 8%| -12. 8%| -2. 8%| Loss from discontinued operations| —| -. 5%| -. 9%| -. 3%| | | | | | Net loss| -1. 5%| -6. 3%| -13. 7%| -3. 1%| | | | | | Overstock Trend Restated Consolidated Statements of Operations (2005= 100%)| | | | | | For Year Ended December 31,| | 2008| 2007| 2006| 2005| Total Revenue| 104. 4%| 95. 8%| 97. 6%| 100%| Total cost of goods sold| 101. 3%| 94%| 101. 2%| 100%| Gross profit| 122. 3%| 106. 6%| 76. 8%| 100%| Operating expenses:| | | | | Sales and Marketing| 74. 7%| 75%| 50%| 100%| Technology| 207. 2%| 213. 1%| 254. 1%| 100%| General and administrative| 116. 1%| 127%| 141. 7%| 100%| Total operating expenses| 111. 3%| 122. 5%| 136. 5%| 100%| | | | | | Operating loss| 51. 4%| 210. 2%| 465. 4%| 100%| Interest expense| 62%| 75%| 85. 4%| 100%| | | | | | Loss from continuing operations| 56. 6%| 197. 4%| 447%| 100%| Loss from discontinued operations| —| 152. 6%| 267. %| 100%| | | | | | Net loss| 50. 8%| 192. 9%| 428. 5%| 100%| Overstock Original Consolidated Balance Sheets (in thousands)| | | | December 31,| | 2008| 2007| 2006| 2005| | Assets| Current Assets:| | | | | Cash and cash equivalents| 100,577| 101,394| 126,965| 56,224| Marketable securities| 8,959| 46,000| —| 55,799| Cash, cash equivalents and marketable securities| 109,566| 147,394| 126,965| 112,023| Accounts receivable, net| 6,985| 12,304| 11,638| 11,695| Notes receivable| 1,250| 1,506| 6,702| —| Inventories, net| 17,723| 25,933| 20,274| 93,269| Prepaid inventory, net| 761| 3,572| 2,241| 9,633| Prepaid expense| 9,694| 7,572| 7,473| 8,508|

Current assets of held for sale subsidiary| | | 4,718| | Total current assets| 145,975| 198,281| 180,011| 235,128| Restricted cash| —| —| —| 253| Fixed assets, net| 23,142| 27,197| 56,198| 61,914| Goodwill| 2,784| 2,784| 2,784| 13,169| Other long-term assets, net| 538| 86| 578| 15,449| Notes receivable| —| 4,181| —| —| Long-term assets of held for sale subsidiary| | | 16,594| | Total assets| 172,441| 235,529| 265,165| 325,913| | | | | | Liabilities and Stockholders’ Equity (Deficit)| Current liabilities:| | | | | Accounts payable| 62,120| 70,648| 66,039| 101,436| Accrued liabilities| 25,154| 52,598| 40,142| 46,847| Deferred Revenue| 19,026| —| —| —| Capital lease obligations| —| 3,796| 5,074| 6,683|

Current liabilities of held for sale subsidiary| | | 3,684| | Total current liabilities| 106,300| 127,042| 114,939| 154,966| Other long-term liabilities| 2,572| 3,034| —| —| Capital lease obligations, non-current| —-| —-| 3,983| 3,058| Convertible senior notes| 66,558| 75,623| 75,279| 74,935| Total liabilities| 175,430| 205,699| 194,201| 232,959| | | | | | Stockholders’ equity (deficit):| | | | | Preferred stock| —| —| —| —| Common stock| 2| 2| 2| 2| Additional paid in capital| 338,620| 333,909| 325,771| 251,244| Accumulated deficit| (264,985)| (243,709)| (198,694)| (96,829)| Unearned stock-based compensation| | | | (305)|

Treasury stock| (76,670)| (63,278)| (64,983)| (65,325)| Accumulated other comprehensive income (loss)| 48| (94)| (132)| 962| Total stockholders’ equity (deficit)| (2,985)| 26,830| 61,964| 89,749| Total liabilities and stockholders’ equity (deficit)| 172,445| 232,529| 265,165| 325,913| | | | | | Overstock Restated Consolidated Balance Sheets (in thousands)| | | | December 31,| | 2008| 2007| 2006| 2005| | Assets| Current Assets:| | | | | Cash and cash equivalents| 100,577| 101,394| 126,965| 55,875| Marketable securities| 8,989| 46,000| —| 55,799| Cash, cash equivalents and marketable securities| 109,566| 147,394| 126,965| 111,674| Accounts receivable, net| 6,985| 11,208| 16,330| 10,021| Notes receivable| 1,250| 1,506| 6,702| —|

Inventories, net| 17,723| 25,643| 23,970| 93,269| Prepaid inventory, net| 761| 3,572| 2,241| 9,633| Prepaid expense| 9,694| 7,572| 7,473| 8,477| Current assets of held for sale subsidiary| | | 4,718| 2,054| Total current assets| 145,979| 196,895| 188,299| 235,128| Restricted cash| | | | 253| Fixed assets, net| 23,144| 27,197| 56,198| 60,850| Goodwill| 2,784| 2,784| 2,784| 2,784| Other long-term assets, net| 538| 86| 578| 3,333| Notes receivable| —| 4,181| —| —| Long-term assets of held for sale subsidiary| | | 16,594| 23,565| Total assets| 172,445| 231,143| 264,453| 325,913| | | | | | Liabilities and Stockholders’ Equity (Deficit)| Current liabilities:| | | | |

Accounts payable| 62,120| 70,358| 58,412| 100,188| Accrued liabilities| 25,154| 37,155| 38,434| 45,934| Deferred Revenue| 19,026| 22,965| 23,220| 6,683| Capital lease obligations| —| 3,796| 5,074| —| Current liabilities of held for sale subsidiary| | | 3,684| 2,161| Total current liabilities| 106,300| 134,274| 128,824| 154,966| Other long-term liabilities| 2,572| 3,034| —| —| Capital lease obligations, non-current| —| —| 3,983| 3,058| Convertible senior notes| 66,558| 75,623| 75,279| 74,935| Total liabilities| 175,430| 212,931| 208,086| 232,959| | | | | | Stockholders’ equity (deficit):| | | | | Preferred stock| —| —| —| —| Common stock| 2| 2| 2| 2|

Additional paid in capital| 338,620| 333,909| 325,771| 250,939| Accumulated deficit| (264,985)| (252,327)| (204,291)| (96,829)| Treasury stock| (76,670)| (63,278)| (64,983)| (65,325)| Accumulated other comprehensive income (loss)| 48| (94)| (132)| 962| Total stockholders’ equity (deficit)| (2,985)| 18,212| 56,367| 89,749| Total liabilities and stockholders’ equity (deficit)| 172,445| 231,143| 264,453| 325,913| Overstock Restated Common-Size Consolidated Balance Sheets| | | | | | | December 31,| (% of total assets)| 2008| 2007| 2006| 2005| Assets| | | | | Current Assets:| | | | | Cash and cash equivalents| 58. 3%| 43. 9%| 48%| 17. 1%| Marketable securities| 5. 2%| 19. 9%| —| 17. 1%| Cash, cash equivalents and marketable securities| 63. 5%| 63. 8%| 48%| 34. 2%| Accounts receivable, net| 4. 1%| . 5%| 6. %| 3. 1%| Notes receivable| . 7%| . 7%| 2. 5%| —| Inventories, net| 10. 3%| 11. 1%| 9. 1%| 28. 6%| Prepaid inventory, net| . 4%| 1. 5%| . 8%| 3%| Prepaid expense| 5. 6%| 3. 3%| 2. 8%| 2. 6%| Current assets of held for sale subsidiary| | | 1. 8%| . 6%| Total current assets| 84. 7%| 85. 2%| 71. 2%| 72. 1%| Restricted cash| | | | . 07%| Fixed assets, net| 13. 4%| 11. 8%| 21. 3%| 18. 7%| Goodwill| 1. 6%| 1. 2%| 1. 1%| . 9%| Other long-term assets, net| . 3%| . 04%| . 2%| 1%| Notes receivable| —| 1. 8%| —| —| Long-term assets of held for sale subsidiary| | | 6. 3%| 7. 2%| Total assets| 100%| 100%| 100%| 100%| | | | | | Liabilities| | | | |

Current liabilities:| | | | | Accounts payable| 36%| 30. 4%| 22. 1%| 30. 7%| Accrued liabilities| 14. 6%| 16. 1%| 14. 5%| 14. 1%| Deferred Revenue| 11%| 10%| 8. 8%| 2. 1%| Capital lease obligations| —| 1. 6%| 1. 9%| —| Current liabilities of held for sale subsidiary| | | 1. 4%| . 7%| Total current liabilities| 61. 6%| 58. 1%| 48. 7%| 47. 5%| Other long-term liabilities| 1. 5%| 1. 3%| —| —| Capital lease obligations, non-current| —| —| 1. 5%| . 9%| Convertible senior notes| 38. 6%| 32. 7%| 28. 5%| 23%| Total liabilities| 101. 7%| 92. 1%| 78. 7%| 71. 5%| | | | | | Stockholders’ Equity| | | | | Stockholders’ equity (deficit):| | | | |

Preferred stock| —| —| —| —| Common stock| —| —| —| —| Additional paid in capital| 196. 4%| 144. 5%| 123. 2%| 77%| Accumulated deficit| -153. 7%| -109. 2%| -77. 3%| -29. 7%| Treasury stock| -44. 5%| -27. 4%| -24. 6%| -20%| Accumulated other comprehensive income (loss)| . 03%| -. 04%| -. 05%| . 3%| Total stockholders’ equity (deficit)| -1. 7%| 7. 9%| 21. 3%| 27. 5%| Total liabilities and stockholders’ equity (deficit)| 100%| 100%| 100%| 100%| Overstock Restated Trend Consolidated Balance Sheets (2005 = 100%)| | | | | | | December 31,| | 2008| 2007| 2006| 2005| Assets| | | | | Current Assets:| | | | | Cash and cash equivalents| 180%| 181. 5%| 227. %| 100%| Marketable securities| 16. 1%| 82. 4%| —| 100%| Cash, cash equivalents and marketable securities| 98. 1%| 132%| 113. 7%| 100%| Accounts receivable, net| 69. 7%| 111. 8%| 163%| 100%| Notes receivable| 18. 7%| 22. 5%| 100%| | Inventories, net| 19%| 27. 5%| 25. 7%| 100%| Prepaid inventory, net| 7. 9%| 37. 1%| 23. 3%| 100%| Prepaid expense| 114. 4%| 89. 3%| 88. 2%| 100%| Current assets of held for sale subsidiary| —| —| 229. 7%| 100%| Total current assets| 62. 1%| 83. 7%| 80. 1%| 100%| Restricted cash| —| —| —| 100%| Fixed assets, net| 38%| 44. 7%| 92. 4%| 100%| Goodwill| 100%| 100%| 100%| 100%| Other long-term assets, net| 16. 1%| 2. %| 17. 3%| 100%| Notes receivable| —| 100%| —| —| Long-term assets of held for sale subsidiary| | | 70. 4%| 100%| Total assets| 53%| 71%| 81. 1%| 100%| | | | | | Liabilities| | | | | Current liabilities:| | | | | Accounts payable| 62%| 70. 2%| 58. 3%| 100%| Accrued liabilities| 54. 8%| 80. 9%| 83. 7%| 100%| Deferred Revenue| 284. 7%| 343. 6%| 347. 4%| 100%| Capital lease obligations| —| 74. 8%| 100%| 00%| Current liabilities of held for sale subsidiary| | | 170. 5%| 100%| Total current liabilities| 68. 6%| 86. 6%| 83. 1%| 100%| Other long-term liabilities| 84. 8%| 100%| —| —00%| Capital lease obligations, non-current| —| —| 130. %| 100%| Convertible senior notes| 88. 8%| 101%| 100. 5%| 100%| Total liabilities| 75. 3%| 91. 4%| 89. 3%| 100%| | | | | | Stockholders’ Equity| | | | | Stockholders’ equity (deficit):| | | | | Preferred stock| —| —| —| —00%| Common stock| 100%| 100%| 100%| 100%| Additional paid in capital| 134. 9%| 133. 1%| 129. 8%| 100%| Accumulated deficit| 273. 7%| 260. 6%| 211%| 100%| Treasury stock| 117. 4%| 96. 9%| 99. 5%| 100%| Accumulated other comprehensive income (loss)| 5%| -9. 8%| -13. 7%| 100%| Total stockholders’ equity (deficit)| -3. 3%| 20. 3%| 62. 8| 100%| Total liabilities and stockholders’ equity (deficit)| 52. 9%| 70. 9%| 81. 1%| 100%|

Amazon Consolidated Statements of Operations (in millions)| | | | Year Ended December 31,| | 2008| 2007| 2006| 2005| Net sales| 19,166| 14,835| 10,711| 8,490| Cost of sales| 14,896| 11,482| 8,255| 6,451| Gross profit| 4,270| 3,353| 2,456| 2,039| Operating expenses:| | | | | Fulfillment| 1,658| 1,292| 937| 745| Marketing| 482| 344| 263| 198| Technology and content| 1,033| 818| 662| 451| General and administrative| 279| 235| 195| 166| Other operating expense (income), net| (24)| 9| 10| 47| Total operating expenses| 3,428| 2,698| 2,067| 1,607| Income from operations| 842| 655| 389| 432| Interest income| 83| 90| 59| 44| Interest expense| (71)| (77)| (78)| (92)| Other income (expense), net| 47| (8)| 7| 2|

Total non-operating income (expense)| 59| 5| 12| 42| Income before income taxes| 901| 660| 377| 428| Provision for income taxes| (247)| (184)| (187)| 95| Equity-method investment activity, net of tax| (9)| —| —| —| Income before cumulative effect of change in accounting principle| | | | 333| Cumulative effect of change in accounting principle| | | | 26| Net income| 645| 476| 190| 359| Amazon Common-Size Consolidated Statements of Operations| | | | | | | Year Ended December 31,| (% of sales)| 2008| 2007| 2006| 2005| Net sales| 100%| 100%| 100%| 100%| Cost of sales| 77. 7%| 77. 4%| 77. 1%| 76%| Gross profit| 22. 3%| 22. 6%| 22. 9%| 24%| Operating expenses:| | | | |

Fulfillment| 8. 7%| 8. 7%| 8. 7%| 8. 8%| Marketing| 2. 5%| 2. 3%| 2. 5%| 2. 3%| Technology and content| 5. 4%| 5. 5%| 6. 2%| 5. 3%| General and administrative| 1. 5%| 1. 6%| 1. 8%| 2%| Other operating expense (income), net| -. 1%| . 06%| . 09%| . 6%| Total operating expenses| 17. 9%| 18. 2%| 19. 3%| 18. 9%| Income from operations| 4. 4%| 4. 4%| 3. 6%| 5. 1%| Interest income| . 4%| . 6%| . 6%| . 5%| Interest expense| -. 4%| -. 5%| -. 7%| -1. 1%| Other income (expense), net| . 2%| -. 05%| . 07%| . 02%| Total non-operating income (expense)| . 3%| . 03%| . 1%| . 5%| Income before income taxes| 4. 7%| 4. 4%| 3. 5%| 5%| Provision for income taxes| -1. 3%| -1. %| -1. 7%| 1. 1%| Equity-method investment activity, net of tax| -. 05%| —| —| —| Income before cumulative effect of change in accounting principle| | | | 3. 9%| Cumulative effect of change in accounting principle| | | | . 3%| Net income| 3. 4%| 3. 2%| 1. 8%| 4. 2%| | | | | | | Amazon Trend Consolidated Statements of Operations (2005 = 100%)| | | | | | | For Year Ended December 31,| | 2008| 2007| 2006| 2005| Net sales| 225. 7%| 174. 7%| 126. 2%| 100%| Cost of sales| 231%| 178%| 1278%| 100%| Gross profit| 209. 4%| 164. 4%| 120. 5%| 100%| Operating expenses:| | | | | Fulfillment| 222. 6%| 173. 4%| 125. 8%| 100%| Marketing| 243. 4%| 173. %| 132. 8%| 100%| Technology and content| 229%| 181. 4%| 146. 8%| 100%| General and administrative| 168. 1%| 141. 6%| 117. 5%| 100%| Other operating expense (income), net| -51. 1%| 19. 1%| 21. 3%| 100%| Total operating expenses| 213. 3%| 167. 9%| 128. 6%| 100%| Income from operations| 194. 9%| 151. 6%| 90%| 100%| Interest income| 180. 6%| 204. 5%| 134. 1%| 100%| Interest expense| 77. 2%| 83. 7%| 84. 8%| 100%| Other income (expense), net| 2350%| -400%| 350%| 100%| Total non-operating income (expense)| 140. 5%| 11. 9%| 28. 6%| 100%| Income before income taxes| 210. 5%| 154. 2%| 88. 1%| 100%| Provision for income taxes| -260%| -193. 7%| -196. %| 100%| Equity-method investment activity, net of tax| 100%| —| —| —| Income before cumulative effect of change in accounting principle| | | | 100%| Cumulative effect of change in accounting principle| | | | 100%| Net income| 179. 7%| 132. 6%| 52. 9%| 100%| Amazon Consolidated Balance Sheets (in millions)| | | | December 31,| | 2008| 2007| 2006| 2005| | Assets| Current assets:| | | | | Cash and cash equivalents| 2,769| 2,539| 1,022| 1,013| Marketable securities| 958| 573| 997| 987| Inventories| 1,399| 1,200| 877| 566| Accounts receivable, net and other| 827| 705| 399| 274| Deferred tax assets| 204| 147| 78| 89| Total current assets| 6,157| 5,164| 3,373| 2,929| Fixed assets, net| 854| 543| 457| 348| Deferred tax assets| 145| 260| 199| 223|

Goodwill| 438| 222| 195| 159| Other assets| 720| 296| 139| 37| Total assets| 8,324| 6,485| 4,363| 3,696| | Liabilities and Stockholders’ Equity| Current liabilities:| | | | | Accounts payable| 3,594| 2,795| 1,816| 1,366| Accrued expenses and other| 1,093| 902| 716| 533| Current portion of long-term debt| 59| 17| —| —| Total current liabilities| 4,746| 3,714| 2,532| 1,899| Long-term debt| 409| 1,282| 1,247| 1,480| Other long-term liabilities| 487| 292| 153| 71| Commitments and contingencies| | | | | Stockholders’ equity:| | | | | Preferred stock| —| —| —| —| Common stock| 4| 4| 4| 4| Treasury stock, at cost| (600)| (500)| (252)| —|

Additional paid-in capital| 4,121| 3,063| 2,517| 2,263| Accumulate other comprehensive income (loss)| (123)| 5| (1)| 6| Accumulated deficit| (730)| (1,375)| (1,837)| (2,027)| Total stockholders’ equity| 2,672| 1,197| 431| 246| Total liabilities and stockholders’ equity| 8,314| 6,485| 4,363| 3,696| Amazon Common-Size Consolidated Balance Sheets| | | | | | | December 31,| (% of total assets)| 2008| 2007| 2006| 2005| Assets| | | | | Current assets:| | | | | Cash and cash equivalents| 33. 3%| 39. 2%| 23. 4%| 27. 4%| Marketable securities| 11. 6%| 8. 8%| 22. 9%| 26. 7%| Inventories| 16. 8%| 18. 5%| 20. 1%| 15. 3%| Accounts receivable, net and other| 9. 9%| 10. 9%| 9. 1%| 7. 4%| Deferred tax assets| 2. 5%| 2. 3%| 1. 8%| 2. 4%|

Total current assets| 74%| 79. 6%| 77. 3%| 79. 2%| Fixed assets, net| 10. 3%| 8. 4%| 10. 5%| 9. 4%| Deferred tax assets| 1. 7%| 4%| 4. 6%| 6%| Goodwill| 5. 3%| 3. 4%| 4. 5%| 4. 3%| Other assets| 8. 6%| 4. 6%| 3. 2%| 1%| Total assets| 100%| 100%| 100%| 100%| | | | | | Liabilities| | | | | Current liabilities:| | | | | Accounts payable| 43. 2%| 43. 1%| 41. 6%| 37%| Accrued expenses and other| 13. 1%| 13. 9%| 16. 4%| 14. 4%| Current portion of long-term debt| . 7%| . 3%| —| —| Total current liabilities| 57%| 57. 3%| 58%| 51. 4%| Long-term debt| 4. 9%| 19. 8%| 28. 6%| 40%| Other long-term liabilities| 5. 9%| 4. 5%| 3. 5%| 1. 9%| | | | | | Stockholders’ Equity| | | | |

Preferred stock| —| —| —| —| Common stock| . 05%| . 06%| . 09%| . 1%| Treasury stock, at cost| -7. 2%| -7. 7%| -5. 8%| —| Additional paid-in capital| 49. 5%| 47. 2%| 57. 7%| 61. 2%| Accumulate other comprehensive income (loss)| -1. 5%| . 08%| -. 02%| . 2%| Accumulated deficit| -8. 8%| -21. 2%| -42. 1%| -54. 8%| Total stockholders’ equity| 32. 1%| 18. 5%| 9. 9%| 6. 7%| Total liabilities and stockholders’ equity| 100%| 100%| 100%| 100%| | | | | | Amazon Trend Consolidated Balance Sheets (2005 = 100%)| | | | | | | December 31,| | 2008| 2007| 2006| 2005| Assets| | | | | Current assets:| | | | | Cash and cash equivalents| 273. 3%| 250. 6%| 100. %| 100%| Marketable securities| 97. 1%| 58. 1%| 101%| 100%| Inventories| 247. 2%| 212%| 155%| 100%| Accounts receivable, net and other| 301. 8%| 257. 3%| 145. 6%| 100%| Deferred tax assets| 229. 2%| 165. 2%| 87. 6%| 100%| Total current assets| 210. 2%| 176. 3%| 115. 2%| 100%| Fixed assets, net| 245. 4%| 156%| 131. 3%| 100%| Deferred tax assets| 65%| 116. 6%| 89. 2%| 100%| Goodwill| 275. 5%| 139. 6%| 122. 6%| 100%| Other assets| 1945. 9%| 800%| 375. 7%| 100%| Total assets| 225. 2%| 175. 5%| 118%| 100%| | | | | | Liabilities| | | | | Current liabilities:| | | | | Accounts payable| 263. 1%| 204. 6%| 132. 9%| 100%| Accrued expenses and other| 205. 1%| 169. %| 134. 3%| 100%| Current portion of long-term debt| 347. 1%| 100%| —| —| Total current liabilities| 249. 9%| 195. 6%| 133. 3%| 100%| Long-term debt| 27. 6%| 86. 6%| 84. 3%| 100%| Other long-term liabilities| 685. 9%| 411. 3%| 215. 5%| 100%| | | | | | Stockholders’ Equity| | | | | Preferred stock| —| —| —| —| Common stock| 100%| 100%| 100%| 100%| Treasury stock, at cost| 240%| 200%| 100%| —| Additional paid-in capital| 182. 1%| 135. 4%| 111. 2%| 100%| Accumulate other comprehensive income (loss)| -2050%| 83. 3%| -16. 7%| 100%| Accumulated deficit| 36%| 67. 8%| 90. 1%| 100%| Total stockholders’ equity| 1086. 2%| 486. 6%| 175. %| 100%| Total liabilities and stockholders’ equity| 224. 9%| 175. 5%| 118%| 100%| Overstock Financial Ratios| | | | | | 2008| 2007| 2006| Return on assets (net)(ROA)| -6. 23%| -18. 09%| -34. 43%| Return on equity (net) (ROE)| -105. 88%| -101. 39%| -131. 38%| Return on income (Operating) (ROI)| -12. 82%| -32. 94%| -57. 89%| EBITDA Margin| 1. 24| -1. 6| -7. 8| Calculated tax rate| —| —| —| Revenue per employee| $803,173| $900,665| $912,211| Quick ratio| 1. 04| 1. 21| 1. 2| Current ratio| 1. 37| 1. 56| 1. 57| Net current assets| 23. 01%| 30. 64%| 24. 54%| Long-term debt to equity| —| 2. 82| 1. 28| Total debt to equity| —| 2. 96| 1. 36|

Interest coverage| —| —| —| Total asset turnover| 4. 11x| 3. 05x| 2. 67x| Receivables turnover| 75. 49x| 47. 29x| 52. 48x| Inventory turnover| 31. 68x| 27. 38x| 12. 21x| Accounts payable turnover| 12. 53x| 11. 12x| 9. 41x| Accrued expenses turnover| 27. 55x| 20. 9x| 19. 13x| Property, plant and equipment turnover| 33. 06x| 18. 23x| 13. 35x| Cash and cash equivalents turnover| 6. 48x| 5. 54x| 6. 6x| | | | | Amazon Financial Ratios| | | | | | 2008| 2007| 2006| Return on assets (net)(ROA)| 8. 69%| 8. 78%| 4. 72%| Return on equity (net) (ROE)| 33. 25%| 58. 48%| 56. 13%| Return on income (Operating) (ROI)| 28. 93%| 30. 9%| 22. 45%| EBITDA Margin| 6. 26%| 6. 1%| 5. 56%|

Calculated tax rate| 27. 41%| 27. 88%| 49. 6%| Revenue per employee| $923,364| $872,647| $770,576| Quick ratio| . 96| 1. 03| . 95| Current ratio| 1. 3| 1. 39| 1. 33| Net current assets| 16. 97%| 22. 36%| 19. 28%| Long-term debt to equity| . 2| 1. 12| 2. 94| Total debt to equity| . 22| 1. 12| 2. 94| Interest coverage| —| —| 20. 47x| Total asset turnover| 2. 58x| 2. 74x| 2. 66x| Receivables turnover| 24. 95x| 26. 88x| 31. 83x| Inventory turnover| 11. 46x| 11. 06x| 11. 44x| Accounts payable turnover| 5. 98x| 6. 43x| 6. 73x| Property, plant and equipment turnover| 27. 36x| 29. 67x| 26. 61x| Cash and cash equivalents turnover| 5. 59x| 5. 78x| 5. 33x|

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