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AGM 2018

May 9, 2018

Allison Abraham
Chairwoman of the Board of Directors, Overstock

I'm Allison Abraham, Chairwoman of the Board of Directors of Overstock, and at the request of our CEO, Patrick Byrne, and the Board of Directors, I will be also serving as Chair of the meeting today. On behalf of the Board of Directors and the management of Overstock, I welcome you to the 2018 Annual Meeting of Stockholders of Overstock . We appreciate your attendance at today's meeting. We're also providing a live audio feed of today's meeting for those who are unable to attend. It is now a little after one o'clock on May 9, 2018, and in accordance with the notice of the meeting, I call the Annual Meeting of the Stockholders to order, and I declare the polls open for matters to be voted on by the company shareholders at today's meeting. As each shareholder entered the meeting today, we provided him or her with an agenda.

We will conduct the meeting in accordance with that agenda. As noted on the agenda, we will provide an opportunity for questions and answers after the meeting has been formally adjourned. Please hold your questions until that time. Representatives of Overstock and our independent accountants, KPMG, are with us today. They have the opportunity to make a statement and will be available for appropriate questions. We are conducting today's meeting in accordance with Regulation FD. If you are listening to our webcast of today's meeting, you may submit questions through the live webcast portal, and questions will be answered after the formal business matters have been addressed. Please turn off or silence your cell phones and other electronic devices. Let me begin by introducing our Board of Directors, followed by corporate officers of the company. As I call your name, I would ask that you please stand. First, Patrick Byrne.

Patrick is Overstock's founder, Chief Executive Officer, and now President of Retail. He has been a Director and our CEO since 1999.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

Just say, "Remain standing," or do I?

You may be seated. Jonathan Johnson. He joined Overstock in 2002 and has served in a number of senior executive positions. He has also served as a director since 2013 and was the chairman of the board from 2014 to 2017. Jonathan is also currently serving as our president, Medici Ventures. Clay Corbus. Clay is an independent a director since 2007. Joe Tabacco. Joe is also an independent director. He chairs the Nominating and Corporate Governance Committee and is a member of the Audit and Compensation Committees. Joe has been a director since 2007. Kirthi Kalyanam. Kirthi has been a director since 2015. Kirthi is a world-renowned and leading authority on the academic and practical issues in retailing, in internet and multichannel marketing, and quantitative marketing. Saum Noursalehi. Saum joined the board last year.

He joined Overstock in 2005 as a software engineer and is now CEO of tZERO this week. He previously served as president of our retail business and has served in other executive capacities as well. And as I mentioned, I'm Allison Abraham. I've been a director since 2002. I'm the chair of the audit committee, and I'm a member of the Compensation and Nominating and Corporate Governance Committees. I'd also like to briefly introduce our officers and ask them to each stand and to remain standing while we introduce the other officers. Patrick. Thank you, Patrick. Saum, who I just introduced as director of Overstock and CEO of tZERO. Jonathan, director of Overstock and president of Medici Ventures. And one of our newest members, Greg Iverson. Greg is our Chief Financial Officer. He just joined us, taking place of Rob Hughes, who's transitioning to DeSoto.

Seth Moore, Senior Vice President of Strategy. JP Knab, Senior Vice President of Marketing. Vidya Jwala , Senior Vice President of Demand Fulfillment. Amit Goyal, Senior Vice President of Software Engineering. Carter Lee, Senior Vice President of Technology and People Care. Brian Popelka. Senior Vice President and is currently working on our subsidiary Bitt in Barbados. Glen Nickle. General Counsel, Corporate Secretary, and Vice President Legal. Anthony Strong. Controller and Vice President of Finance. Nariman Noursalehi, Vice President, Search Engine Optimization and Vice President of DeSoto. Carroll Morale. Vice President, Supply Chain. Joe Kambeitz, Vice President, Analytics. Meghan Tuohig, Vice President, People Care. Mohan Lanni, Vice President, Enterprise Business Intelligence. Sumit Goyal, Vice President, Product and Software Development. Nate Auwerda, Vice President, Technology. Raj Karkara, Vice President, Loyalty and Financial Services and Chief Revenue Officer, tZERO. Ron Hilton, Vice President, Sourcing.

Jimmy Budnik, Vice President, Customer Care. And two other board members from Medici Ventures, Bruce Benton and Robert Shapiro. Steve Hopkins, General Counsel and Chief Operating Officer, Medici Ventures. Joel Weight, Chief Technology Officer, Medici Ventures. Ali El Husseini, President, DeSoto. And Julie Smith, Chief Operating Officer, DeSoto. I'm delighted with the team we have in place. You may all be seated. Also with us today, we have Greg Randall, Josh Gertsch, and Kevin Johansen of KPMG, the company's independent auditors. I would ask them to stand and to be recognized. If questions arise during the discussion period that our auditors should appropriately address, they will be happy to respond. Doug Ives, who is an Assistant Vice President with our transfer agent, Computershare, is also here today and is serving as the inspector of elections. Mr. Ives has taken the oath of inspector of elections prior to this meeting.

Our General Counsel and Corporate Secretary, Glen Nickle, is serving as secretary of this meeting today and will now provide a caution about forward-looking statements that may be made during today's meeting, and then will provide a report on the mailing of the notice of this meeting and the presence of a quorum. Glen?

Glen Nickle
General Counsel, Corporate Secretary, and VP Legal, Overstock

Thank you, Allison. As we share information today to help you better understand our business, it is important to note that we may make statements in the course of this meeting that state our intentions, hopes, beliefs, expectations, or predictions of the future. These and all other statements, except for statements of historical fact, constitute forward-looking statements for purposes of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Overstock.com's actual results could differ materially from those projected in any forward-looking statements that may be made. We disclaim any intention or obligation to revise any forward-looking statements except as required by law. Additional information concerning factors that could cause actual results to differ materially from those contemplated by our forward-looking statements is contained in documents we file with the SEC, including but not limited to our most recent reports on Form 10-K, 10-Q, and 8-K.

In particular, please refer to the risk factors described in our Form 10-K for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on March 15, 2018, and in our subsequent filings with the Securities and Exchange Commission. We are holding this meeting pursuant to the notice of the meeting dated March 20, 2018, which was distributed to shareholders on or about March 21, 2018. A copy of an affidavit of distribution will be included with the minutes of this meeting. All shareholders of record at the close of business on March 12, 2018, are entitled to vote at this meeting. A list of shareholders entitled to vote has been available at Overstock.com's headquarters for more than the past 10 days and is available for this meeting for examination by any shareholder.

We will file all documents concerning the call and notice of the meeting with the records of the meeting. The count of shares present immediately prior to the commencement of the meeting indicated that 25,535,478 shares of the company's voting shares were present in person or by proxy. This is about 86.61% of the total outstanding voting shares of the company as of the record date, which exceeds the percentage required to establish a quorum.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thank you, Glen. I hereby declare a quorum present at this meeting and that this meeting is duly convened. The Board of Directors thanks all the shareholders who return their proxies. Shareholders who returned their proxies authorized the person named in the proxy card to vote on all proposals coming before this meeting. Those of you who requested ballots so that you could vote individually received them when you entered today. Ballots are also available at the table where the registration took place. If you vote by ballot, please be sure to use the correct one, common stock, series A preferred, or series B preferred, to vote your shares. If you are voting more than one class of shares today by ballot, please complete a ballot for each class. However, we encourage all shareholders to allow their proxies to stand.

The first matter of the shareholder action is proposal number one, the election of three directors to serve until the 2021 annual meeting. I would like to call on Joe Tabacco as chair of the Nominating and Corporate Governance Committee.

Joe Tabacco
Director, Overstock

The Nominating and Corporate Governance Committee has nominated Patrick Byrne, C lay Corbus, and Jonathan Johnson for election as directors of Overstock to serve for the term expiring on the date of the 2021 annual meeting of Overstock or until their successors are duly elected and qualified. The board has endorsed the committee's recommendation, and I am pleased to present the nominations and move the reelection of the three nominees to the board of directors.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thank you, Joe. You've heard the motion. Is there a second?

Clay Corbus
Director, Overstock

I second the proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thank you, Clay. With no other nominations having been submitted in accordance with the company's bylaws, I declare the nominations closed. I suggest that those shareholders voting in person now mark their ballots and retain them. We will collect and count the ballots after we've completed all the matters on the agenda. The second matter to be submitted to the shareholders for the action is proposal number two, the ratification of the appointment by the audit committee of the board of directors for KPMG as the company's independent registered public accounting firm for the year ending December 31, 2018. I would like to call on Clay Corbus, a member of the audit committee, for the recommendation of the audit committee and the board of directors in this regard.

Clay Corbus
Director, Overstock

Thank you, Allison. The audit committee has a responsibility for selecting the auditors for the company. The audit committee has unanimously selected KPMG as the company's independent registered public accounting firm for 2018. I move the ratification of the appointment of KPMG as the company's independent registered public accounting firm for 2018, as described in the proxy statement.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thank you, Clay.

Clay Corbus
Director, Overstock

You're welcome.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

You've heard the motion. Is there a second?

Kirthi Kalyanam
Director, Overstock

I second the motion.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thanks, Kirthi. I suggest those shareholders voting in person now mark their ballots. That being the final matter for action by the shareholders, we will now collect and count the ballots. Please stand if you would like to submit your ballot, and our inspector of elections will collect it for you. Okay. There being no further ballots to be collected, or I guess none at all, I declare that the polls to be closed. Unless the inspector of elections needs more time, I will ask that the secretary of the meeting now report the preliminary results of the voting. Glen?

Glen Nickle
General Counsel, Corporate Secretary, and VP Legal, Overstock

The inspector of elections has counted the ballots and proxies and confirms on a preliminary basis as follows. First, the holders of a plurality of the voting shares represented at this meeting have voted for the election of each of the directors named in the proxy statement, Patrick Byrne, Clay Corbus, and Jonathan Johnson , for terms expiring on the date of the annual meeting in 2021 or until their respective successors are duly elected and qualified. Second, the holders of a majority of the voting shares of the company represented at this meeting and voting on the matter, which shares voting affirmatively also constitute at least a majority of the required quorum, have voted in favor of the ratification of the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ended December 31, 2018.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Thank you, Glen. Subject to the final tabulation of votes, I hereby declare that the shareholders of Overstock have duly elected the nominees for directors named in the proxy statement, Patrick Byrne, Clay Corbus, and Jonathan Johnson. On behalf of the entire board, I would like to thank the shareholders for their support. I'm also pleased to announce to the shareholders that I have duly ratified the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31, 2018. We will provide final results of the votes in the Form 8-K, which we will file with the SEC within four business days. There being no other official business, this concludes the 2018 annual meeting of the shareholders. I thank everyone who attended the meeting in person for being here. This meeting is now adjourned.

Now we come to the part of our agenda providing for general questions and discussions. Before I turn to Patrick to answer the questions, let me outline the procedures. Anyone wishing to address the meeting should come to one of the two microphones we have on either side of the auditorium. After recognition by either Patrick or me, please state your name and indicate whether you are a shareholder or a proxy for a shareholder and proceed with your question. We ask that you try to keep your questions to one minute so that we can allow as many people as possible to ask questions. Please remember that we're webcasting the meeting.

For the benefit of the shareholders and others who are listening to the webcast, we ask that you state your question clearly into the microphone so everyone can hear and then be seated once you have stated your question. Glen, do we have any questions from the webcast?

Glen Nickle
General Counsel, Corporate Secretary, and VP Legal, Overstock

We do not.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Perfect. Good.

Brian Bullock
Analyst, Overstock

Hello. My name is Brian Bullock. I'm a shareholder from Fremont, Nebraska, longtime shareholder. Bought my first share at $39 about a decade and a half ago, and here we are today at $39 or it was earlier. Pretty violent stock. I've got a lot of questions for you, so I'm going to speak quick, try to keep it to a minute. But first things first, Patrick, Warren Buffett would be proud of you. I saw that little office you have upstairs in this nice facility. So yeah, conservative as always, you're not out blowing cash, so shareholders should be proud of that.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

Thank you.

Brian Bullock
Analyst, Overstock

I'd like to talk about. I know it's a little bit difficult to talk about the stock price, and you're not in the business of talking about the stock price, and that's fine, but as a shareholder, I feel we're obligated to at least have the public discussion of the matter. I've been proud of you guys raising the money like you did. At $40, I think it was fair. I thought maybe you could have raised a little more at a higher price, maybe in the $60s or higher. Not to put pressure on you, I rate you about an eight out of 10. I think you've done great. You're on the forefront of the blockchain, the crypto, the whole works. I think we're fortunate to have a leader like you and the insight into what was the forward-looking thinking to what was coming.

So I think we're in a great place like that. The eight, like I said, I think you could have raised a little more money. That's being fair. Sometimes I'm a little hard on you. Some people may think that I was here about 10 years ago and asked you so many times you could have bought into some other companies, you helped develop them, and so your investment arm, and finally now here 10 years later, you're really doing that good and couldn't be prouder of that.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

Thank you.

Brian Bullock
Analyst, Overstock

So, to get to my question, and this happened in 2006 when you raised money. I wrote this, I brought a couple of books along from 2006, Overstock, and understood that explained what you went through then. And I know at $24 a share at that time in 2006, you raised about $25 million. You went back to raise more. SEC subpoena had to cancel it. So here we are again, raised money at $40, going to raise it again. And I understand, I'm glad you canceled the second one when it started, when the stock dropped. But I just wonder if you can answer this. At what point on the $50s, $60s, $70s? And I know it wasn't there a whole lot of time, and maybe you're prevented from acting on that.

But I just wondered if you couldn't have maybe it seemed like you let off the throttle a little. I think the stock was. I'm shocked that it's down so much. I shouldn't be. I mean, it's manipulated. The SEC can't even explain Reg SHO and the whole works. We all know that. Did you feel you could have done more to raise a little money? I don't mean to put you on the spot. Like I said, you've got an eight. You're an eight out of 10. You've done great.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

You're a shareholder. Very fair question. Yeah, you can assume that when we saw this in the $60s and $70s and even touched $80, $80s for a nanosecond, we were all about raising the stock, raising capital. We had people who started working on it and such. But there's so many different things going on here, so many different. Let's just use the word of the moment, narratives, so to speak. So many different stories in play. Those stories often come with them, have manacles come with them. As we're in one kind of a negotiation, it's hard to do something else. As we're doing something else, it puts a constraint on us on what we can say publicly on some other score.

The middle of when the stock did that spike also appeared in the quarter where it would have been very difficult for us to get out and such. There is a phenomenon as well. And the other time in our history where our stock spiked tremendously. And I don't like, as you noted, I don't spend too much time on this kind of analysis. But a heavily shorted stock, as it gets near the end of the year, you have a bunch of fund managers who realize, "Gee, am I going to send my December 31st letter to my owners, to my investor, my limited, saying I'm short Overstock and Overstock is up 150% this year?

Oh, I don't want to do that, so I better close up my short position." So the other time our stock did something like last year was 2005, when in the last four or five weeks of the year, yeah, I don't know if it squeezed up, but something happened, and I think a bunch of shorts closed out their positions, and then they jumped back on again in the first week of January. So that spike, that's the second time in 16 years of being public that we've had this spike kind of coinciding with the end of the year. We were all about trying to wanting to sell stock once we saw it in the $70s and $80s. I would have loved to put another $200 million in the bank.

There were constraints on us due to the time of the year, what was discussed, other discussions we were already in, etc., etc., etc., and it ended up rolling into the point that, I mean, believe me, we acted as quickly as we could, and just as we pulled the trigger to act and said, "Okay, the stars have aligned, we can go forward." The stock, we hit this two-week cycle, and the stock fell out of bed from $60 to $45 or something, and then just continued down, so yeah, from your lips to God's ear, we would have loved to have sold, dumped some stock, recapitalized it when it was at $70. But there were some constraints on us, but there were some folks here today who are working very hard on that. Actually, Seth, why don't I do you want to add anything to that, Seth?

Seth Moore
VP of Strategy, Overstock

No, I think that's good.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

That would Spock, this is Spock, and Spock is managing that process.

Seth Moore
VP of Strategy, Overstock

Yeah. Like Patrick was saying, at $70, it would have been great if we could have, and we were working on it when it was at $70. We were constrained by our ability to do so at that point. With the stock at these levels, we look at it and say the parts are more valuable as equity than the sum right now. And so we're looking through other means like the STO and so forth. But yeah, you're spot on. We read the leads the same way you did.

Brian Bullock
Analyst, Overstock

Okay. Great. And then since I'll just one follow-up that you could probably answer a little bit better. I know that people in Omaha are familiar with your company very well, and there's a large movement of people that really you made a difference in their lives and are proud to be shareholders. My follow-up question then would be just as much as you can, I mean, I don't want to give away the special sauce or the secret, but just talk about some of these investments that you've made and just the value where you see looking forward. I know it's kind of hard to do some forward-looking speaking in your position, but just tell us what you know, what you've invested in, and what you know is coming that you can say today without giving too much away. Thank you.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

Sure. Thank you, Brian, and thanks for your. That's what we are. We saw a few years ago that there's this new age coming to mankind riding on a blockchain. We wanted to have some fundamental investments in that new age. And it seems like the most fundamental, whatever else that new age is going to have, it's going to need a blockchain identity solution. Identity is going to be important. Capital is going to be important. So to me, that's the land. That's the DeSoto deal. Money has got to be blockchain central banking, blockchain version of Wall Street, blockchain supply chain, and blockchain voting because one hopes the new age is still an age of consent of the governed. So those are, to me, sort of, that's the tech stack of civilization looking forward. So we wanted to have investments in companies that fit that circle.

And some of those companies we found and invested in, and in some of those areas, some we've grown from scratch ourselves. So, or bought in the case of tZERO, bought something and then built up blockchain around it. So that's basically the investment thesis we're looking at the most. Whatever that new age looks like, it's going to have those processes. It's going to have people, money, capital formation, and commerce and voting. And so that's now there are other places we can chase, and we see some good ideas here and there and where's Jonathan? Oh, Jonathan, why don't you take that? I've been looking around for you. Why don't you expand?

Jonathan Johnson
President of Medici Ventures, Overstock

Right here on the stage. I agree with what Patrick said about the areas that we're focused on. I think some in particular, I think all will have different kind of adoption curves. Some will be steeper and some will be flatter. I'm particularly enthusiastic about our portfolio company in the voting area, Voatz. I think that has the ability to have a steep adoption curve. I love what we're doing with STO at tZERO. I think that has a huge potential. It's had a slower adoption curve upfront, but it's fighting against a lot of entrenched incumbents. And so I think it has great promise. Asking which of our portfolio companies is my favorite is a little bit like asking which of my children is my favorite. It depends on the day. It depends on how they're acting.

And so for these, it depends on the day and it depends on how they're performing. But we're bullish on all of them.

Patrick Byrne
Founder, CEO, and President of Retail, Overstock

In fact, can we? Well, one of our companies just signed a deal. Can we? No. Okay. But we can't say what that deal is. Okay. But it's a good deal. Other questions? I see folks who've driven here all the way from Tennessee. Hope you've gotten your order in for the Elio car that's sitting on the front step.

Allison Abraham
Chairwoman of the Board of Directors, Overstock

Great. If not, no other questions. That concludes our informal part of the meeting. We thank you all for attending, both those here today and those who voted by proxies, as well as those on the webcast and the live audio feed. This will end our Q&A session. Thank you very much.

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