OSTK-2013.12.31-11K


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended: December 31, 2013
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                      to                     

 
Commission file number: 0001130713


OVERSTOCK.COM 401(k) PLAN

 
OVERSTOCK.COM, INC.
6350 South 3000 East
Salt Lake City, Utah  84121
 






OVERSTOCK.COM 401(k) PLAN
 
Table of Contents
 
Report of Independent Registered Public Accounting Firm
 
 
Financial Statements:
 
 
Statements of Net Assets Available for Benefits
 
 
Statement of Changes in Net Assets Available for Benefits
 
 
Notes to Financial Statements
 
 
*Supplemental Schedules:
 
 
Schedule H, line 4(i); Schedule of Assets (Held at End of Year) at December 31, 2013
 
 
Signature
 
 
Consent of KPMG LLP, Independent Registered Public Accounting Firm
Exhibit 23.1
 ___________________________

*     Other Schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


2



Report of Independent Registered Public Accounting Firm
 
The Overstock.com 401(k) Plan Committee:
 
We have audited the accompanying statements of net assets available for benefits of the Overstock.com 401(k) Plan (the Plan) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/ KPMG LLP
 
Salt Lake City, Utah
June 10, 2014


3




OVERSTOCK.COM
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2013 and 2012

 
 
2013
 
2012
Assets:
 
 
 
 
    Investments at fair value:
 
 
 
 
        Mutual funds
 
$
21,051,269

 
$
14,330,245

        Common stock of Plan Sponsor
 
4,347,534

 
2,856,686

        Money market funds
 
3,284,305

 
2,726,364

                Total investments
 
28,683,108

 
19,913,295

    Receivables:
 
 
 
 
        Notes receivable from participants
 
554,839

 
466,569

                Total receivables
 
554,839

 
466,569

                    Total assets
 
29,237,947

 
20,379,864

Liabilities:
 
 
 
 
    Corrective distributions payable - excess employee contributions
 

 
119,931

                    Net assets available for benefits
 
$
29,237,947

 
$
20,259,933



See accompanying notes to financial statements.


4



OVERSTOCK.COM
401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2013
 
 
 
2013
Additions to net assets attributed to:
 
 
    Investment income:
 
 
        Net appreciation in fair value of investments
 
$
5,570,646

        Interest and dividends
 
1,134,999

                Total net investment income
 
6,705,645

    Interest income on notes receivable from participants
 
25,790

    Contributions:
 
 
        Participant
 
3,241,059

        Employer discretionary matching contributions
 
1,083,114

        Rollovers
 
409,808

                Total contributions
 
4,733,981

                    Total additions
 
11,465,416

Deductions from net assets attributed to:
 
 
    Benefits paid to participants
 
2,462,154

    Administrative expenses
 
25,248

                Total deductions
 
2,487,402

                    Net increase in net assets available for benefits
 
8,978,014

Net assets available for benefits:
 
 
    Beginning of year
 
20,259,933

    End of year
 
$
29,237,947



See accompanying notes to the financial statements. 


5



OVERSTOCK.COM
401(k) PLAN
Notes to Financial Statements
 
Note 1 - Plan Description
 
The following is a general description of the Overstock.com 401(k) Plan (the “Plan”). Participants should refer to the Summary Plan Description ("plan document") for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan which was originally adopted by Overstock.com, Inc. (the “Company” or “Plan Sponsor”) in 1998 and has been amended since that date. Participation in the Plan is open to all eligible employees of the Company (individually, a “Participant” and collectively, “Participants”) and its named subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Plan Administration 

The Overstock.com 401(k) Plan Committee consists of certain employees of the Company and oversees the administration of the Plan.

Trustee

The Plan has engaged Fidelity Management Trust Company (the “Trustee”) as Trustee to the Plan and all Plan assets are held in trust with the Trustee. The Plan has also engaged Fidelity Workplace Services LLC (the “Record Keeper”) which provides recordkeeping and administrative services to the Plan.

Eligibility

During the years ended December 31, 2013 and 2012, employees were eligible to participate in the Plan subject to meeting the following criteria: (1) six months of service at the Company; and (2) reaching 21 years of age. Upon meeting both criteria employees may enter the Plan at the beginning of the following quarter, or any time thereafter. Subsequent to December 31, 2013, the Administrative Committee approved an amendment to the Plan to reduce the required service period for eligibility from six to three months of service. This change was effective in April 2014.

Contributions

Participants may contribute up to 92% of their annual compensation as defined by the Plan on a before tax or after tax basis, provided the amounts do not exceed the annual limits imposed by the Internal Revenue Code (the “IRC”). Such contributions are withheld by the Company from each Participant’s compensation and deposited with the Trustee to be applied to the appropriate fund in accordance with the Participant’s directives. The Company may contribute a discretionary matching percentage of these contributions subject to certain limitations. For the years ended December 31, 2013 and 2012, the Company matched 50% of Participant contributions up to 6% of annual compensation on a per pay period basis. Participants may elect to rollover amounts from other qualified plans into the Plan provided that certain conditions are met. Significant amendments approved by the Administrative Committee that were effective in 2013 included an increase to the involuntary cash out limit for terminated Plan participants from $1,000 to $5,000 and applying the discretionary matching percentage to “catch-up” contributions made by eligible employees.

Subsequent to December 31, 2013, the Company approved an increase to the Company discretionary match from 50% to 100% of Participant contributions up to 6% of annual compensation. The discretionary match is calculated and funded on a per pay period basis with a year-end “true up” for annual compensation, if necessary. This change was effective in January 2014.

The Company may make, at its sole discretion, an annual profit-sharing contribution. The Company did not make a profit-sharing contribution for the year ended December 31, 2013.

Participant Accounts

Separate accounts are valued daily and maintained for each Participant and each Participant’s account is credited with the Participant’s contribution, and an allocation of the Company’s discretionary matching contribution and discretionary profit-

6



sharing contribution. Plan earnings are allocated to each Participant’s account in proportion to the average daily balance in each fund option. Once eligible, Participants may elect to have contributions invested or transferred to any one or any combination of the investment funds available at any time, including the common stock of the Plan Sponsor.

Vesting

Participants in the Plan are 100% vested at all times with respect to their own contributions in the Plan and the earnings thereon. With respect to Company discretionary matching and profit sharing contributions and earnings on those contributions, during the years ended December 31, 2013 and 2012, vesting was based on each Participant’s length of employment with the Company, with 20% vesting per year of service increasing to 100% vested at the end of the fifth year of service. Regardless of length of employment, a Participant is 100% vested in Company discretionary matching and profit sharing contributions and earnings on those contributions if the Participant continues in employment with the Company until age 65, or if the Participant dies or becomes disabled while employed by the Company. Amounts contributed by the Company which are forfeited by Participants as a result of the Participants’ separation from service prior to becoming 100% vested may be used to first pay administrative expenses of the Plan, and then shall be applied to reduce contributions of the Company.

Subsequent to December 31, 2013, the Administrative Committee approved an amendment to the Plan to immediately vest 100% of all unvested Company discretionary matching contributions for eligible participants on April 1, 2014, and to immediately vest 100% of future Company discretionary matching contributions. This accelerated vesting will apply regardless of each Participant's length of employment with the Company. The vesting of former employees who terminated employment with the Company prior to April 1, 2014 was not affected by this amendment.

At December 31, 2013 and 2012, forfeited non-vested accounts totaled $653,035 and $430,241, respectively. For the year ended December 31, 2013, the Plan Sponsor did not allocate any forfeited non-vested accounts to offset administrative expenses or employer contributions. 

Administration

The Plan is sponsored by the Company. Operating and administrative expenses incurred in the administration of the Plan are the responsibility of the Plan, unless assumed by the Company. During 2013, the Company paid $50,402 of the record-keeping expenses, trustee expenses, administrative and operating expenses; however, the Company has no obligation to assume any Plan expenses in the future.

Distributions

Distributions from the Plan are available upon any of the following: (1) termination of employment with the Company; and (2) disability or death. Upon occurrence of one of these events, the Participant (or the designated beneficiary) may receive a lump sum distribution equal to the vested value of the account or receive the vested value of the account in periodic installments, transfer the vested value of the account to an Individual Retirement Account or other qualified retirement plan, or maintain the vested value of the account in the Plan subject to certain fees. Distributions from the Plan will normally be taxed as ordinary income for income tax purposes, unless the Participant (or the designated beneficiary) elects to rollover his or her distributions into an Individual Retirement Account or another qualified retirement plan, or maintain the vested value of the account in the Plan. In addition, a Participant may withdraw an amount from his or her account attributable to the Participant’s own contributions to the Plan necessary to satisfy an immediate and heavy financial need of the Participant or, upon the attainment of age 59 ½, all or any portion of the Participant’s vested account balance. In certain cases, the Plan also allows for involuntary automatic distribution of a terminated Participant’s account balance totaling less than $5,000.
 
Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms may not exceed five years unless the loan is used to purchase a Participant’s principal residence, in which case repayment terms may not exceed ten years. The loans are secured by the balance in the Participant’s account and bear interest at a fixed interest rate commensurate with local prevailing lending rates determined by the 401(k) Administrative Committee. A borrowing Participant pays principal and interest ratably through payroll deductions. Loans are due in full within 60 days of termination. Notes receivable from Participants at December 31, 2013 bear interest at 5.25%. At December 31, 2013, loan maturity dates range from March 2014 to November 2023.


7



Amendment and Termination of the Plan

The Company anticipates that the Plan will continue without interruption; however, the Company reserves the right to amend or terminate the Plan. No amendment or termination may deprive any Participant of rights accrued prior to the enactment of such amendment or termination. No amendment shall permit any part of the assets of the Plan to revert to the Company or be used or diverted for purposes other than for the exclusive benefit of the Participants. If the Plan should be terminated or partially terminated, the amount in each affected Participant’s account as of the date of such termination (after proper adjustment for all expenses, earnings and allocations) becomes fully vested and non-forfeitable. Such amounts are distributable by the Trustee to the Participants.

Excess Employee Contributions

Excess employee contributions represent contributions withheld from Participants in excess of IRC limitations that were refunded to Participants subsequent to year end. These amounts were recorded as a liability in the statement of net assets available for benefits in 2012 and were refunded to Participants in 2013. There were no excess employee contributions in 2013.

Note 2 - Significant Accounting Policies
 
Method of Presentation
 
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at December 31, 2013 and 2012, and the reported amounts of additions to and deductions from net assets for the year ended December 31, 2013. Actual results could differ from those estimates.

Risks and Uncertainties
 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect Participant accounts, balances, and the amounts reported in the statements of net assets available for benefits and changes in net assets available for benefits.
 
Investment Valuation
 
The Plan’s investments are stated at fair market value. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.
 
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes gain and losses on investments bought and sold as well as held during the year.
 
Contributions
 
Participant contributions are recorded in the period during which the Company makes payroll deductions from Participants’ compensation. Company discretionary matching contributions are recorded in the same period. Company profit sharing contributions, if any, are accrued in the period for which they are authorized and are deposited with the Trustee in the following year.
 
Notes Receivable from Participants

Notes receivable from Participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are reclassified as distributions based upon the terms of the plan document.

Benefit Payments
 
Benefits are recorded when paid.

8



Note 3 - Investments
 
Investments are valued at fair value as determined by an active market and consist of the following at December 31, 2013 and 2012:
 
 
2013
 
2012
American Century Investments Income Investor Class
 
$
420,586

 
 
$
280,854

 
Cohen and Steers Realty
 
54,372

 
 
23,299

 
Columbia Acorn International Z Fund
 
47,686

 
 
23,777

 
Fidelity Asset Manager 20%
 
8,772

 
 
8,659

 
Fidelity Asset Manager 40%
 
2,725

 
 
729

 
Fidelity Asset Manager 60%
 
13,681

 
 
15

 
Fidelity Asset Manager 85%
 
12,427

 
 
1,754

 
Fidelity Balanced Fund
 
234,161

 
 
104,243

 
Fidelity Blue Chip Growth
 
1,442,891

*
 
954,448

 
Fidelity Contrafund
 
2,562,230

*
 
1,883,236

*
Fidelity Dividend Growth
 
516,048

 
 
370,473

 
Fidelity Freedom 2000
 
59,425

 
 
56,780

 
Fidelity Freedom 2005
 
39,155

 
 
32,552

 
Fidelity Freedom 2010
 
130,171

 
 
127,909

 
Fidelity Freedom 2015
 
438,546

 
 
204,402

 
Fidelity Freedom 2020
 
526,403

 
 
394,997

 
Fidelity Freedom 2025
 
196,633

 
 
165,837

 
Fidelity Freedom 2030
 
687,383

 
 
519,053

 
Fidelity Freedom 2035
 
1,544,860

*
 
1,088,175

*
Fidelity Freedom 2040
 
1,385,083

 
 
858,213

 
Fidelity Freedom 2045
 
1,239,812

 
 
732,701

 
Fidelity Freedom 2050
 
931,312

 
 
580,464

 
Fidelity Freedom 2055
 
104,542

 
 
41,815

 
Fidelity Freedom Income
 
57,758

 
 
54,480

 
Fidelity Low-Priced Stock
 
1,127,750

 
 
714,461

 
Fidelity Small-Cap Discovery
 
926,022

 
 
92,291

 
Fidelity Small-Cap Stock
 

 
 
418,045

 
Fidelity Strategic Income
 
47,534

 
 
44,425

 
Heartland Value Plus
 
25,229

 
 
791

 
Invesco High Yield Institutional Class
 
331,767

 
 
117,130

 
Janus Overseas
 

 
 
32,205

 
Morgan Stanley Institutional Mid-Cap Growth Class A
 
867,555

 
 

 
Morgan Stanley Institutional Mid-Cap Growth Class P
 

 
 
574,547

 
Oakmark International
 
1,488,312

*
 
1,023,472

*
Oppenheimer Developing Markets
 
165,838

 
 
124,525

 
PIMCO Commodity Real Return
 
49,938

 
 
1,791

 
PIMCO Total Return Administrative Class
 
1,172,657

 
 
1,159,157

*

Continued on the following page

9




Investments are valued at fair value as determined by an active market and consist of the following at December 31, 2013 and 2012 (Continued):
 
 
2013
 
2012
Ridge Worth Mid-Cap Value Equity Class
 
814,662

 
 
618,557

 
Spartan Extended Market Index Adv
 
368,334

 
 
214,906

 
Spartan 500 Index Fund Investor Class
 
961,411

 
 
650,936

 
TCW Small-Cap Growth
 
47,598

 
 
34,141

 
        Total mutual funds
 
21,051,269

 
 
14,330,245

 
Fidelity Retirement Money Market
 
3,284,305

*
 
2,726,364

*
Company stock of Plan Sponsor
 
4,347,534

*
 
2,856,686

*
        Total investments
 
$
28,683,108

 
 
$
19,913,295

 

* Represents 5% or more of investments in the Plan’s net assets at the indicated date.
 

During 2013, the Plan’s investments (including net gains and losses on investments bought, sold and held during the year) appreciated in value by $5,570,646 as follows:
 
 
2013
Company stock of Plan Sponsor
 
$
2,803,340

Mutual funds
 
2,767,306

 
 
$
5,570,646



Note 4 - Fair Value Measurements
 
FASB ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity specific measurement. Therefore, a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, FASB ASC Topic 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair values. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:
 
Level 1: Observable inputs such as quoted prices in active markets;
 
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
 
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASU 2010-06:
 
A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
 
B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
 
C. Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

10




Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

Mutual funds: Valued at the quoted net asset value (NAV) of shares held by the Plan at year-end.

Money market funds: Valued at the closing price reported on the active market on which the individual mutual funds are traded.

Common stock of Plan Sponsor: Valued using the last reported sales prior to close of the Plan year.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables classify the investment assets measured at fair value by level within the fair value hierarchy at December 31, 2013 and 2012:
 
 
 
 
Basis of Fair Value Measurements
 
 
 
 
Balance at
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Technique
Mutual funds:
 
 
 
 
 
 
 
 
 
 
    Index funds
 
$
1,329,745

 
1,329,745

 

 

 
A
    Balanced funds
 
8,080,969

 
8,080,969

 

 

 
A
    Growth funds
 
10,136,131

 
10,136,131

 

 

 
A
    Fixed income funds
 
1,504,424

 
1,504,424

 

 

 
A
Money market funds
 
3,284,305

 
3,284,305

 

 

 
A
Common stock of Plan Sponsor
 
4,347,534

 
4,347,534

 

 

 
A
 
 
$
28,683,108

 
28,683,108

 

 

 
 
 
 
 
 
 
Basis of Fair Value Measurements
 
 
 
 
Balance at
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Technique
Mutual funds:
 
 
 
 
 
 
 
 
 
 
    Index funds
 
$
865,842

 
865,842

 

 

 
A
    Balanced funds
 
5,298,057

 
5,298,057

 

 

 
A
    Growth funds
 
6,890,059

 
6,890,059

 

 

 
A
    Fixed income funds
 
1,276,287

 
1,276,287

 

 

 
A
Money market funds
 
2,726,364

 
2,726,364

 

 

 
A
Common stock of Plan Sponsor
 
2,856,686

 
2,856,686

 

 

 
A
 
 
$
19,913,295

 
19,913,295

 

 

 
 

Note 5 - Tax Status of the Plan
 
On March 31, 2008, the Internal Revenue Service (“IRS”) issued an opinion letter stating that the volume submitter plan document adopted by the Plan, as then designed, qualifies under Section 401(a) of the Code. Although the Plan has been amended since receiving the opinion letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

The Plan sponsor identified certain operational issues with respect to the Plan and filed an application on June 19, 2013 under

11



the Voluntary Correction Program (“VCP”) to correct these defects. The Plan administrator believes that the final outcome of the VCP will not have a material effect on the Plan’s financial statements or any impact to the Plan’s qualified tax status. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that at December 31, 2013, there were no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any periods in progress.

Note 6 - Parties in Interest
 
Certain investments of the Plan are shares of funds managed by the Trustee. In addition, the Plan holds an investment in Overstock.com, Inc. common stock. These transactions are considered exempt party-in-interest transactions. Fees incurred by the Plan for investment management services totaled $25,248 for the year ended December 31, 2013.
 
Note 7 - Reconciliation of the Financial Statements and Schedule H of Form 5500
 
The following is a reconciliation of net assets available for benefits as reported in the financial statements to the Form 5500 at December 31, 2013 and 2012:
 
 
2013
 
2012
Net assets available for benefits as reported in the
 
 
 
 
    Financial statements
 
$
29,237,947

 
$
20,259,933

        Plus corrective distributions payable
 

 
119,931

Net assets available for benefits as reported in the Form 5500
 
$
29,237,947

 
$
20,379,864



The following is a reconciliation of the statement of changes of net assets available for benefits as reported in the financial statements to the Form 5500 at December 31, 2013:
 
 
2013
Net increase in net assets available for benefits per the financial statements
 
$
8,978,014

    Less corrective distributions payable at December 31, 2012
 
(119,931
)
Net income per the Form 5500
 
$
8,858,083






12



SUPPLEMENTAL SCHEDULE
 
OVERSTOCK.COM
401(k) PLAN
Employer Identification Number 87-0634302
Plan Number 001
Schedule H, line 4(i); Schedule of Assets (Held at End of Year)
December 31, 2013
 
 
(b)
 
(c)
 
 
 
 
 
 
Identity of issue, borrower,
 
Description of investment including maturity date,
 
(d)
 
(e)
(a)
 
 lessor or similar party
 
 rate of interest, collateral, par or maturity value
 
Cost
 
Current value
 
 
Mutual funds:
 
 
 
 
 
 
 
 
American Century Investment
 
American Century Investments Income Investor Class
 
***
 
$
420,586

 
 
Cohen and Steers Capital
 
Cohen and Steers Realty
 
***
 
54,372

 
 
Columbia Mgmt. Investment Distributors
 
Columbia Acorn International Z Fund
 
***
 
47,686

*
 
Fidelity
 
Fidelity Asset Manager 20%
 
***
 
8,772

*
 
Fidelity
 
Fidelity Asset Manager 40%
 
***
 
2,725

*
 
Fidelity
 
Fidelity Asset Manager 60%
 
***
 
13,681

*
 
Fidelity
 
Fidelity Asset Manager 85%
 
***
 
12,427

*
 
Fidelity
 
Fidelity Balanced Fund
 
***
 
234,161

*
 
Fidelity
 
Fidelity Blue Chip Growth
 
***
 
1,442,891

*
 
Fidelity
 
Fidelity Contrafund
 
***
 
2,562,230

*
 
Fidelity
 
Fidelity Dividend Growth
 
***
 
516,048

*
 
Fidelity
 
Fidelity Freedom 2000
 
***
 
59,425

*
 
Fidelity
 
Fidelity Freedom 2005
 
***
 
39,155

*
 
Fidelity
 
Fidelity Freedom 2010
 
***
 
130,171

*
 
Fidelity
 
Fidelity Freedom 2015
 
***
 
438,546

*
 
Fidelity
 
Fidelity Freedom 2020
 
***
 
526,403

*
 
Fidelity
 
Fidelity Freedom 2025
 
***
 
196,633

*
 
Fidelity
 
Fidelity Freedom 2030
 
***
 
687,383

*
 
Fidelity
 
Fidelity Freedom 2035
 
***
 
1,544,860

*
 
Fidelity
 
Fidelity Freedom 2040
 
***
 
1,385,083

*
 
Fidelity
 
Fidelity Freedom 2045
 
***
 
1,239,812

*
 
Fidelity
 
Fidelity Freedom 2050
 
***
 
931,312

*
 
Fidelity
 
Fidelity Freedom 2055
 
***
 
104,542

*
 
Fidelity
 
Fidelity Freedom Income
 
***
 
57,758

*
 
Fidelity
 
Fidelity Low-Priced Stock
 
***
 
1,127,750

*
 
Fidelity
 
Fidelity Small-Cap Discovery
 
***
 
926,022

*
 
Fidelity
 
Fidelity Strategic Income
 
***
 
47,534

 
 
Heartland Funds
 
Heartland Value Plus
 
***
 
25,229


Continued on the following page

13



OVERSTOCK.COM
401(k) PLAN
Employer Identification Number 87-0634302
Plan Number 001
Schedule H, line 4(i); Schedule of Assets (Held at End of Year)
December 31, 2013
(Continued)

 
 
(b)
 
(c)
 
 
 
 
 
 
Identity of issue, borrower,
 
Description of investment including maturity date,
 
(d)
 
(e)
(a)
 
 lessor or similar party
 
 rate of interest, collateral, par or maturity value
 
Cost
 
Current value
 
 
Invesco Advisers
 
Invesco High Yield Institutional Class
 
***
 
331,767

 
 
Morgan Stanley Investment
 
Morgan Stanley Institutional Mid-Cap Growth Class A
 
***
 
867,555

 
 
Harris Associates
 
Oakmark International
 
***
 
1,488,312

 
 
Oppenheimer Funds
 
Oppenheimer Developing Markets
 
***
 
165,838

 
 
Pacific Investment Management
 
PIMCO Commodity Real Return
 
***
 
49,938

 
 
Pacific Investment Management
 
PIMCO Total Return Administrative Class
 
***
 
1,172,657

 
 
Ridge Worth Investments
 
Ridge Worth Mid-Cap Value Equity Class
 
***
 
814,662

*
 
Fidelity
 
Spartan Extended Market Index Adv
 
***
 
368,334

*
 
Fidelity
 
Spartan 500 Index Fund Investor Class
 
***
 
961,411

 
 
TCW Investment Management
 
TCW Small-Cap Growth
 
***
 
47,598

 
 
 
 
 
 
 
 
21,051,269

 
 
Money market fund:
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Retirement Money Market
 
***
 
3,284,305

 
 
 
 
 
 
 
 
 
 
 
Common stock of Plan Sponsor:
 
 
 
 
 
 
**
 
Overstock.com, Inc.
 
Common stock of Plan Sponsor
 
***
 
4,347,534

 
 
 
 
 
 
 
 
 
 
 
Participants:
 
 
 
 
 
 
*
 
Various
 
Loans to participants, at 5.25% interest maturing through 2023
 
*
 
554,839

 
 
 
 
 
 
 
 
$
29,237,947

 
 
 
 
 
 
 
 
 
*
Indicates a party-in-interest to the Plan for which statutory exemptions exist.
 
 
 
 
**
Investment qualifies as a party-in-interest to the Plan.
 
 
 
 
***
Investments are participant-directed, therefore disclosure of cost is not required.
 
 
 
 

See accompanying report of independent registered accounting firm.


14



SIGNATURE
 
The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934 the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
OVERSTOCK.COM 401(k) PLAN
 
 
 
 
 
By: OVERSTOCK.COM, INC., Plan Administrator
 
 
 
 
Date:
June 10, 2014
By:
/s/ Robert P. Hughes
 
 
 
Robert P. Hughes
Title: Senior Vice President, Finance and Risk Management
 
 
 
(principal financial officer)


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