Investor Presentation

GSI Commerce, Inc. Nasdaq: GSIC

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This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements made in this presentation, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “opportunity,” “continue,” “project,” “forecast,” “confident,” “prospects,” “schedule” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business of GSI Commerce. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect GSI Commerce’s business, financial condition and operating results include: the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its clients operate; changes affecting the Internetand e-commerce, the ability of GSI Commerce to develop and maintain relationships with strategic partners and suppliers and the timing of its establishment, extension or termination of its relationships with clients; the ability of GSI Commerce to timely and successfully develop, maintain and protect its technology, confidential and proprietary information, and to timely and successfully enhance, develop and maintain its product and service offerings, and to execute operationally; the ability of GSI Commerce toattract and retain qualified personnel; and the ability of GSI Commerce to successfully integrate acquisitions of other businesses; and the performance of acquired businesses. More information about potential factors that could affect GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by GSI Commerce with the SEC. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements.

Safe Harbor Statement

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• Well positioned in large and growing markets- E-commerce & digital marketing services

• Building the leading suite of e-commerce, digital marketing and innovative consumer-facing products & services targeted to enterprise clients

• Developing and acquiring innovative digital business models

• Expanding globally with new and existing clients

• Delivering strong financial results

Highlights

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Network of businesses that

enable enterprise clients to maximize their opportunities

in the digital channel

E-commerce serviceprovider acrossgeneral merchandise categories

Global e-commerce and marketing service provider and consumerengagementbusinesses

E-commerce service provider to the sporting goods industry

1999-2001

Evolution of GSI

2002-2006

2007-2009

GSI Today

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GSI’s Network of Businesses

Global E-commerce

Services

Global Marketing Services

ConsumerEngagement

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• GSI services well over 500 brands globally- Including ~150 of the InternetRetailer 500

• Each GSI business cross-sells products& services of other GSI businesses

• GSI offers bundled solutions across businesses- Strategic deal pricing

Network Benefits - Shared Client Base

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Network Benefits - Scale Advantages

Company-wide scale

advantages

EfficiencyCombined

sales & marketingefforts

SizeIndustry leader &

common corporate

infrastructure

VolumeBusinesses use

each other for services

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Network Benefits - Expertise

360o Viewof DigitalChannel

B2C Innovation

Customer Lifecycle

TransactionLifecycle

Multi-channel

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•Unique insight into the Digital Channel

–Customer lifecycle–Acquisition, Interaction, Retention

–Transaction lifecycle–Virtual execution & physical fulfillment

–Multi-Channel–Integration of digital and physical

channels for seamless customer experience

–B2C Innovation–Insight and expertise lead to unique new

businesses

E-Commerce Services

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• 2 core businesses: Technology & Payments and Operations

• 180+ clients

• Virtually all revenue is transaction based- High visibility through long-term deals with largest clients

• Servicing clients across multiple merchandise categories

- Significant scale, cost advantages and broad suite of services help drive clients’ e-Commerce growth

• Global expansion initially focused on Europe but will follow intoAsia Pacific in 2011

- Technology clients in Europe & Japan- Fulfillment & Customer Service operations in the U.K.

E-Commerce Services Profile

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E-Commerce Technology

• Platform- Front-end webstore & mobile store;

available in multiple delivery forms

• Payments- Payment processing management and technology

• Commerce Exchange- Global SaaS platform for Order Management, Fraud Prevention & Tax

• Multi-Channel- Suite of SaaS & licensed software products enabling multi-channel capabilities

• Drop Ship- Direct supplier fulfillment and expanded

product availability

• Partner Alliance Network- i.e. Omniture, Scene7, Aggregate

Knowledge, PowerReviews, BazaarVoice

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E-Commerce Operations

• Fulfillment & Freight- 7 facilities, ~2.7MM sq ft- Operations in the U.S., Canada and U.K.- Innovative ShipQuick shipping program

in partnership with UPS

• Customer Service- 4 locations with a network of work at

home agents- Operations in the U.S. and U.K. with multi-

lingual capabilities in 11 languages

• Direct Response- FF & CS for leading direct marketers- Combined FF & CS operation strategically

located near port of Los Angeles

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Global E-Commerce Investment Initiatives

• Enhancing Technology & Payments platform- Offer increased flexibility and efficiencies- Unbundling technology into modular units- Expands addressable market

• International launches and capabilities- Sites for Toys R Us, Polo, and others

• Expanding Strategy Services team- Works with clients to maximize multi-channel opportunities

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E-Commerce Financials

• Long-term revenue growth with 19% 5-yr CAGR

• Adding new clients and growing existing base

• Above industry average comp store growth

3Q10

• Strong revenue growth, driven by 25% comp store sales

• Segment profits flat year over year,reflecting investment spending

$609.6$737.8

$900.0 $879.6$963.0

$0

$300

$600

$900

$1,200

2006 2007 2008 2009 TTM 3Q10

Revenue (MM)

$38.6$47.7

$66.9$74.4

$81.4

$0

$20

$40

$60

$80

$100

2006 2007 2008 2009 TTM 3Q10

Segment Profit (MM)

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Global MarketingServices

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• Comprised of 7 companies with a broad and growing suite of capabilities

• Positioned to capture shift in marketing and advertising spend from offline to online

• Leveraging existing client relationships across GSI and developing new relationships & new categories (i.e. pharma, travel, auto, financial)

• Building out executive leadership to integrate, leverage and maximize segment potential

- ~1,000 employees across offices in King of Prussia, Boston, NYC, Seattle, San Francisco, Phoenix, London, Singapore, & Denmark

Global Marketing Services Profile

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Marketing Services Companies

Suite of Digital Marketing Services

• Full service interactivemarketing agency

• Integrated strategy and design agency

• E-mail marketingprovider

• Database marketingsolutions

• Retargeting solution

• Affiliate networkplatform

• Mobile messagingand marketingcapabilities

ProductsAgency Services Products

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• Establishment of an Executive Management team for the segment- Chris Saridakis, CEO- Reuben Hendell, Chief Strategist & Head of Agency Services- Bill Mills, CFO and Corp. Development- Scott Proctor, CTO & Head of Quality- Deann Harvey, CSO- Tara Trunfio, internal promotion to head of HR

• Drive synergies and cross-sell strategies across entire suite of marketing service properties

• Continue to pursue broadening product portfolio through internallydeveloped solutions and acquisitions

Global Marketing Services Investment Initiatives

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Marketing Services Financials

• Revenue increase fueled by strongorganic growth and acquisitions

• Improving margin profile with potential to scale meaningfully

3Q10

• Strong revenue increase of 64%

• 37% organic growth• Segment profit growth of 66%,

reflective of investment spending

$26.9

$84.5

$127.6

$176.2

$0.0

$50.0

$100.0

$150.0

$200.0

2007 2008 2009 TTM 3Q10

Revenues (MM)

$4.6

$15.1

$30.6

$42.0

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

2007 2008 2009 TTM 3Q'10

Segment Profit (MM)

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Consumer Engagement

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• Innovative consumer-facing e-commercebusinesses relevant to GSI’s service clients and also applicable to non-GSI clients

• Leverages existing GSI’s assets and corestrengths to develop new business models- Clients- Scale- Expertise

Consumer Engagement Profile

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Rue La La

• Leader in Private Sale space

• ‘Lifestyle’ positioning provides broadcategory coverage and premium, butattainable prices

• Effective liquidation solution for clients and brands- Elegant presentation- Brand protection

• Invitation-only membership base- Builds cache and loyalty

• Low member acquisition costs- Viral marketing

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ShopRunner

• Start-up loyalty business launchedin 4Q10

- Large assortment & variety of categories- Growing base of participating merchants

• Consumer value proposition- Annual subscription fee gives access

to unlimited 2-day free shipping and free returns from participating merchants

• Merchant value proposition- Increased purchase frequency

and loyalty

• Efficient customer acquisition- Promotion through member sites

• Leverages GSI assets- Services, Clients & Relationships, and Scale

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• Rue La La- Category expansion- Mobile applications- Local initiative- Build-out management team

• ShopRunner

- Expand assortment by adding new merchants- Marketing integration, including in-store/multi-channel initiatives- Executing product roadmap – adding features and functionality- Build-out management team

Consumer Engagement Investment Initiatives

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Consumer Engagement Financials

• Strong revenue growth

• TTM revenues of $174 MM

• Rue La La site revenues up 80%+ y/y

• Segment profit and margins reflect investment spending

• Membership base more than doubled

y/y driven by strong viral marketing

$26.3

$44.5$51.7 $51.5

$0.0

$20.0

$40.0

$60.0

Q4'09 Q1'10 Q2'10 Q3'10

Revenues (MM)

1.51.8

2.22.6

0.0

1.0

2.0

3.0

Q4'09 Q1'10 Q2'10 Q3'10

Rue La La Membership (MM)

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FinancialOverview

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Financial Highlights

• Track record of strong revenue growth

• Consistent margin expansion

• Increasing free cash flow

• Solid balance sheet

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Track Record of Revenue Growth

$6$43

$103$173

$242

$335

$440

$610

$750

$967$1,000

$0

$200

$400

$600

$800

$1,000

$1,200

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Reve

nues

(MM

)

North AmericaE-Commerce

InternationalE-Commerce

InteractiveMarketingServices

ThreeBusinessSegments

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Margin Expansion

Non-GAAP Income from Operations (NGIO) as % of Net RevenuesSee Appendix for GAAP & Non-GAAP Operating Margins

4.8%

6.3%7.0%

8.5%

10.6%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

2005 2006 2007 2008 2009

NGIO Margin

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Accelerating Free Cash Flow

($42.6)($54.2) ($57.2)

($43.0)

$23.5$3.9

$38.8

$97.2

-$60

-$20

$20

$60

$100

$140

2006 2007 2008 2009

$ M

illio

ns

Cap Ex FCF OCF

$66.1 $58.1

$96.0

$140.2

30Free Cash Flow (FCF) is calculated as Operating Cash Flow (OCF) minus capital expenditures (Cap Ex)

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Operating & Capital Efficiency DriveFree Cash Flow

7% 7% 7%6%

4%

-1%

4%

1%

4%

10%

5%6%

7%

9%

11%

-3%

0%

3%

6%

9%

12%

2005 2006 2007 2008 2009

As % of Net Revenue

Cap Ex FCF NGIO

31See Appendix for GAAP and Non-GAAP Margins

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3Q10 Financial Performance

• Strong revenue growth driven by:- 25% comps- Marketing services growth and acquisitions- Inclusion of Rue La La

• NGIO margins reflect investment initiatives:- Technology unbundling- Addition of marketing services executive

management layer- Consumer Engagement growth initiatives

($ Millions) 3Q09 3Q10 Growth

Net Revenue $190.3 $284.1 49%

Income (Loss) from Ops. $(9.9) $(20.1) n/a

NGIO $12.1 $13.2 9.1%

NGIO Margin 6.4% 4.6% -180 bps

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Strong Balance Sheet

• Accelerating Cash Flow from Operations helps fund growth objectives

($ Millions) 3Q09 3Q10 $ Change

Cash $135.2 $66.7 $(68.5)

Line of Credit Availability $86.3 $121.1 $34.8

($ Millions) 3Q09 3Q10 $ Change

TTM Cash Flow from Operations $90.1 $111.9 $21.8

TTM Free Cash Flow $49.3 $43.8 $(5.5)

• Strong cash position and credit facility give GSI greater flexibility to execute its long-term strategy

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Appendices

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Non-GAAP Financial MeasuresGSI’s consolidated financial statements are prepared and presented in accordance with GAAP. To supplement our consolidated financial statements, in this

presentation, we use the non-GAAP financial measures of non-GAAP income from operations and free cash flow. We also discuss certain ratios that use those measures. The non-GAAP measures and ratios presented are not intended to be considered in isolation of, as a substitute for, or superior to our GAAP financial information. We have included reconciliations in the appendices of this presentation of the non-GAAP measures to the nearest GAAP measure.

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate our performance. In our opinion, these non-GAAP measures provide meaningful supplemental information regarding our performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by institutional investors and the analyst community to help them analyze the health of our business. These measures may be different from non-GAAP measures used by other companies.

Non-GAAP income from operations. We define non-GAAP income from operations as income from operations excluding stock-based compensation, depreciation and amortization expenses, and the following expenses relating to acquisitions: transaction expenses, due diligence expenses, integration expenses, non-cash inventory valuation adjustments, and the cash portion of any deferred acquisition payments recorded as compensation expense. Beginning with our FY2009 operating results, we are also excluding changes in fair value of deferred acquisition payments. We consider non-GAAP income from operations to be a useful metric for management and investors because it excludes certain non-cash and non-operating items. Because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when valuing equity awards under ASC 718 / SFAS 123R, we believe that viewing income from operations excluding stock-based compensation expense allows investors to make meaningful comparisons between our operating performance and those of other businesses. Because we are growing our business and operate in an emerging and changing industry, we believe that our level of capital expenditures and consequently the level of depreciation and amortization expense relative to our revenues could be meaningfully greater today than it will be over time. As a result, we believe it is useful supplemental information to view income from operations excluding depreciation and amortization expense as it provides a potential indicator of the future operating margin potential of the business. We believe the exclusion of the following acquisition-related expenses permits evaluation and a comparison of results for on-going business operations, and it is on this basis that management internally assesses the company's performance: transaction expenses, due diligence expenses, integration expenses, non-cash inventory valuation adjustments, the cash portion of any acquisition earn-out payments recorded as compensation expense, and changes in fair value of deferred acquisition payments.

Free cash flow. We define free cash flow as net cash provided by operating activities minus cash paid for fixed assets, including internal use software. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, including information technology infrastructure, can be used for strategic opportunities, including investing in the business, making strategic acquisitions and strengthening the balance sheet. Analysis of free cash flow also facilitates management’s comparisons of our operating results to the operating results of comparable companies. A limitation of using free cash flow as a means for evaluating our performance is that free cash flow reflects changes in working capital which is impacted by short-term changes in cash flow and the seasonality of our business which may not be indicative of long-term performance. Another limitation of free cash flow is that it excludes fixed assets purchased and placed in service, but not paid for during the applicable period. Our management compensates for this limitation by providing supplemental information about capital expenditures accrued, but not paid for during the applicable periods on the face of the cash flow statement in our Forms 10-K and 10-Q.

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Reconciliation of GAAP Income from Operations to Non-GAAP Income from Operations

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GAAP and Non-GAAP Operating Margins

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Free Cash Flow

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Free Cash Flow Margin

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