Presentation Materials

GSI Commerce

First Quarter 2007

Exhibit 99.1

Safe Harbor Statement

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,”

“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

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 partners operate, changes affecting the Internet and 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 strategic partners, the ability of GSI Commerce to timely and

successfully develop, maintain and protect its technology, confidential and proprietary information, and product and

service offerings, the ability of GSI Commerce to execute operationally and attract and retain qualified personnel, the

ability of GSI Commerce to successfully integrate its acquisitions of other businesses, if any, the performance of any

acquired businesses and the impact of SFAS 123(R). 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.

Non-GAAP Financial Measures

This presentation contains or may mention the non-GAAP measures merchandise sales, adjusted EBITDA, non-GAAP

net income, free cash flow and certain ratios that use those measures.

Merchandise sales –

Merchandise sales represent the retail value of all sales transactions, inclusive of freight charges

and net of allowances for returns and discounts, which flow through the GSI Commerce platform, whether or not the

company is the seller of the merchandise or records the full amount of such sales on its financial statements. GSI

uses merchandise sales as a metric for operating its business. Variable costs such as fulfillment and customer service

labor expense, order processing costs such as credit card and bank processing fees and organizational costs such as

business management are related to the amount of sales made through GSI’s platform, whether or not GSI records

the revenue from such sales. GSI believes that investors will have a more thorough understanding of its historical

expenses and expense trends if they have visibility to GAAP net revenue as well as the non-GAAP financial measure

merchandise

sales

and

the

percentages

that

such

expenses

bear

net

revenues

and

merchandise

sales.

Adjusted

EBITDA

–

GSI

defines

adjusted

EBITDA

income

from

operations

excluding

stock-based

compensation

and

depreciation and amortization expenses. Although we previously defined adjusted EBITDA by reference to net

income, there is no material difference in the resulting adjusted EBITDA calculation. We consider adjusted EBITDA to

be a useful metric for management and investors because it excludes certain non-cash items. We believe that given

the recent adoption of SFAS 123R, it is difficult for investors to evaluate our income from operations relative to prior

periods because our income from operations prior to fiscal 2006 calculated our stock-based compensation expense in

a manner differently than required under SFAS 123R.

Non-GAAP

Net

Income

–

GSI

defines

non-GAAP

net

income

net

income

excluding

stock-based

compensation

expense, amortization of acquisition-related intangibles, cumulative effect of change in accounting principle related

to the adoption of SFAS 123R and income tax benefits related to the release of the company’s valuation allowances.

Free Cash Flow –

GSI defines free cash flow as net cash provided by operating activities minus capital expenditures,

including capitalized software development. 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.

These financial measures should be considered in addition to, and not as a substitute for, or superior to, other

measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures included in

this presentation have been reconciled to the nearest GAAP measures as required under Securities and Exchange

Commission rules and can be found in the appendices of this presentation.

Leading Platform for Outsourced e-Commerce

Approximately 60 major retailers &

brands, 11 merchandise categories

and an international offering

End-to-end e-commerce

platform

Technology

Logistics and customer care

Marketing services

Delivers customized solutions

to partners through platform

Marketing Services

* Target retail categories include apparel, accessories & footwear, appliances & tools, baby products, consumer electronics, cosmetics &

fragrances, home furnishings, jewelry, music & videos, personal care, sporting goods & apparel, toys & video games as reported in the

“US e-Commerce: Five-Year Forecast and Data Overview”

published by Forrester Research, Inc., Oct. 2006.

Large Addressable Domestic Market

2007 U.S. Online General

Merchandise Market *

$124.5 billion

GSI

Commerce

excludes

automobiles

and

parts,

food,

beverage,

grocery,

travel,

and

event

and

movie

tickets,

when

discussing

the

U.S.

online

general

merchandise

market.

Source:

“US

e-Commerce:

Five-Year

Forecast

and

Data

Overview,”

Forrester

Research,

Inc.,

Oct.

2006.

$ in billions

Baby Products

Apparel, Accessories & Footwear

Consumer

Electronics

Music &

Video

Personal

Care

Jewelry

Cosmetics &

Fragrances

Toys & Video Games

Appliances & Tools

Home

Furnishings

Sporting Goods & Apparel

$16.4

$7.0

$1.9

$11.9

$12.5

$1.0

$4.8

$9.9

$1.6

$7.0

$6.8

2007 Estimated

Target Categories

Worth $80.8 billion

2007 Estimated

Target Categories

Worth $80.8 billion

The U.S. Online General Merchandise Market *

$ in billions

Strong Growth Projected for e-Commerce

GSI

Commerce

excludes

automobiles

and

parts,

food,

beverage,

grocery,

travel,

and

event

and

movie

tickets,

when

discussing

the

U.S.

online

general

merchandise

market.

Source:

“US

e-Commerce:

Five-Year

Forecast

and

Data

Overview,”Forrester

Research,

Inc.,

Oct.

2006.

$50

$100

$150

$200

$250

2011E

$211.3

2010E

$190.2

2009E

$168

2008E

$146

2007E

$124.5

2006E

$104.9

Compelling Reason for Prospects to Outsource

Online business

is too large to

ignore, but not large

enough to justify the

investment required

to achieve in-house

competency for multi-

channel e-commerce.

Total estimated sales of retail categories* targeted by GSI Commerce

Estimated online sales of retail categories targeted by GSI Commerce

expressed as a % of total sales of the same categories

$ billions

2007E

2008E

2009E

2010E

2011E

$1,004.2

Target

retail

categories

defined

Forrester

Research:

apparel,

accessories

footwear,

appliances

tools,

baby

products,

consumer

electronics,

cosmetics

fragrances,

home

furnishings,

jewelry,

music

videos,

personal

care,

sporting

goods

apparel,

toys

video

games.

Total domestic partners

Current partners that launched or will launch

with GSI Commerce during that year

International partners

Number of Categories

Net Revenues –

Trailing Four Quarters

Net Revenue

$ in millions

$100

$600

$200

$300

$400

$500

$700

Business Models Provide Balanced Gross Profit

Contribution

Owned

Inventory

Non-Owned

Inventory

100%

2006

Merchandise Sales

$1,187.8

61%

$726.6

61%

$726.6

2006

Gross Profit

$278.3

53%

$148.4

53%

$148.4

47%

$129.9

47%

$129.9

2006

Net Revenue

$609.6

76%

$461.2

76%

$461.2

$ in millions

24%

$148.4

24%

$148.4

39%

$461.2

39%

$461.2

For a reconciliation of non-GAAP financial measures, see Appendices A thru B-1 and/or see our results for fiscal years

2001 -

2006 at www.gsicommerce.com/news/news.jsp.

2006 Expense Breakdown

Fulfillment

Credit card proc.

Customer care

Revenue share

Business mgmt.

Marketing services

Technology

Legal

Finance

Business development

For a reconciliation of non-GAAP financial measures, see Appendices A thru B-1 and/or see our results for fiscal years

2001

2006

www.gsicommerce.com/news/news.jsp.

Expense

lines

and

adjusted

EBITDA

exclude

stock-based

compensation.

Gross

Profit

Adjusted

EBITDA

$38.5 M

Product

Development

$44.4 M

General

& Admin.

$33.1 M

$278.3 M

Sales &

Marketing

$162.3 M

Multiple Drivers of Margin Expansion

Gross Margin

Sales & Marketing

Product Development

General & Admin.

Gross Profit

35.2%

45.7%

Sales & Marketing

31.6%

26.6%

Product Develop.

8.4%

7.3%

G&A

9.9%

5.4%

2001

2006

As a % of

net revenues

+2,110 basis points

1,050 bp

500 bp

110 bp

450 bp

Cash *

$156.7

$184.5

Inventory

$34.6

$46.8

Net Fixed Assets

$87.9

$106.2

Total Assets

$332.6

$463.6

Debt

$71.2

$70.9

A/P & Accrued

$101.7

$149.3

Total Liabilities

$179.5

$235.9

Equity

$153.2

$227.7

* Cash and cash equivalents and marketable securities.

Strong Balance Sheet

($ millions)

Dec. 31, 2005

Dec. 30, 2006

Appendix A

December 31,

December 30,

December 31,

December 30,

2005

2006

2005

2006

Reconciliation of GAAP Income from operations to Adjusted EBITDA:

GAAP Income from operations

12,287

23,462

2,878

9,647

Stock-based compensation

1,231

1,692

3,805

7,578

Depreciation and amortization

4,203

6,385

14,635

21,297

Adjusted EBITDA

17,721

31,539

21,318

38,522

(1)

Adjusted EBITDA no longer includes other income (expense) as a

reconciling item between Adjusted EBITDA and GAAP results.

Twelve Months Ended

Three Months Ended

GSI COMMERCE, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

(1)

AND RECONCILIATION TO GAAP RESULTS

(In thousands)

(Unaudited)

January 3,

January 1,

2004

2005

Merchandise sales

(1)

(a non-GAAP financial measure):

Category:

Sporting goods

128,489

200,394

Other

(2)

153,537

274,586

Total merchandise sales

(1)

(a non-GAAP

financial measure)

282,026

474,980

Net revenues -

(GAAP basis):

Net revenues from product sales:

Category:

Sporting goods

128,360

164,530

Other

(2)

88,150

110,458

Total net revenues from product sales

216,510

274,988

Service fee revenues

25,409

60,116

Total net revenues -

(GAAP basis)

241,919

335,104

GSI COMMERCE, INC. AND SUBSIDIARIES

MERCHANDISE

SALES

(1)

AND

RECONCILIATION

GAAP

RESULTS

(Dollars in thousands)

(Unaudited)

Appendix B

December 28,

2002

96,669

81,631

178,300

96,669

58,150

154,819

17,819

172,638

Fiscal Year 2004

Fiscal Year 2003

Fiscal Year 2002

Year Ended

December 31,

2005

261,568

420,429

681,997

212,932

142,442

355,374

85,018

440,392

Fiscal Year 2005

385,950

801,849

1,187,799

314,696

146,487

461,183

148,370

609,553

December 30,

2006

Fiscal Year 2006

Appendix B . . . continued

January 3,

January 1,

2004

2005

Year Ended

GSI COMMERCE, INC. AND SUBSIDIARIES

MERCHANDISE SALES

(1)

AND RECONCILIATION TO GAAP RESULTS

(Dollars in thousands)

(Unaudited)

Reconciliation of merchandise sales

(1)

to net revenues:

Merchandise sales

(1)

(a non-GAAP financial measure):

Category:

Sporting goods

128,489

200,394

Other

(2)

153,537

274,586

Total merchandise sales

(1)

(a non-GAAP

financial measure)

282,026

474,980

Less:

Sales by partners

(3)

Category:

Sporting goods

(129)

(35,864)

Other

(65,387)

(164,128)

Total sales by partners

(3)

(65,516)

(199,992)

Add:

Service fee revenues

25,409

60,116

Net revenues -

(GAAP basis)

241,919

335,104

(1) Merchandise

sales

represents

the

retail

value

all

sales

transactions,

inclusive

freight

charges

and

net

allowances

for

returns

and

discounts,

which

flow

through

the

GSI

Commerce

platform,

whether

not

GSI

Commerce

the

seller

the

merchandise

records

the

full

amount

such

sales

on its financial statements.

(2) The "Other" categories of both merchandise sales and net revenues from product sales include $1,034 and $10 for the year

ended

January

2004

and

January

2005,

respectively,

Ashford.com.

(3) Represents the retail value of all product sales through the GSI Commerce platform where the inventory is owned by the partner and the partner is the

seller

the

merchandise.

GSI

Commerce

records

service

fee

revenues

these

sales.

December 28,

2002

96,669

81,631

178,300

(23,481)

17,819

172,638

Fiscal Year 2004

Fiscal Year 2003

Fiscal Year 2002

December 31,

2005

Fiscal Year 2005

261,568

420,429

681,997

(48,636)

(277,987)

(326,623)

85,018

440,392

385,950

801,849

1,187,799

(71,254)

(655,362)

(726,616)

148,370

609,553

December 30,

2006

Fiscal Year 2006