eBay Inc.

to Acquire GSI Commerce

Investor/Analyst Call
March 28, 2011 M h 28

Forward-looking statements
This presentation contains non-GAAP measures relating to the company's performance. You can find the reconciliation of those measures to the nearest comparable GAAP measures in the appendix at the end of this presentation This announcement contains forward-looking statements relating to eBays future performance that are based on its current expectations, forecasts and assumptions. Those statements involve risks and uncertainties, and actual results may differ materially from those predicted or discussed. These statements include, but are not limited to, statements regarding eBay and GSI Commerce and the expected impact of the transaction on eBays expected financial results for full year 2011 and projected financial outlook. Factors that could cause or contribute to such differences include, but are not limited to, the receipt and timing of regulatory approval for the transaction; the possibility that the transaction may not close; the reaction of consumers and GSI Commerces customers; the future growth of GSI Commerce; the reaction of competitors to the transaction; the possibility that integration following the transaction may be more difficult than expected; our need to manage regulatory tax IP and litigation risks (including risks specific to PayPal regulatory, tax, PayPal, Bill Me Later and the financial industry as well as those risks relating to the transaction itself); the after effects of the global economic downturn; changes in political, business and economic conditions; the impact and integration of recent and future acquisitions; our increasing need to grow revenues from existing users in established markets; an increasingly competitive environment for our businesses; the complexity of managing an increasingly large enterprise, with a broad range of businesses; and our need to upgrade our technology and customer service infrastructure at reasonable cost while adding new features and maintaining site stability. More information about factors that could affect eBays operating results can be found in the companys most recent annual report on its Form 10-K and its subsequent quarterly reports on Form 10-Q (available at http://investor.ebayinc.com). All forward-looking statements are based on information available to eBay on the date hereof, and eBay assumes no obligation to update such statements.

eBay Inc. - Proprietary & Confidential

Executive summary
Our key messages from last months analyst day
Commerce market evolvingnew retail environment retailers looking for help eBay Inc well positioned with a strong set of assets Inc. Two strong core businesses PayPal and Marketplaces with growing synergy Accelerating pace of innovation Expanding opportunity set through open commerce platform

Todays announcementthe acquisition of GSI Commerce: y q

Extends eBay Inc.s reach with large brands/retailers Brings together complementary capabilities in a manner which strengthens GSI and helps our existing core businesses Extends our open commerce platform capabilities
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eBay Inc. - Proprietary & Confidential

Traditional boundaries are blurring

On-line

Off-line

eBay Inc. - Proprietary & Confidential

Retailers of all sizes must reach new buyers in new ways

Multichannel

Sole proprietors

Millions of buyers

Small d S ll and medium di size businesses

Global competition
Large merchants
eBay Inc. - Proprietary & Confidential

Pace of innovation

The new retail future: our unique position

eBay PayPal

Classifieds Cl ifi d MobileApps

Buyers y
StubHub

Sellers

Platform Capabilities
eBay Inc. - Proprietary & Confidential

Strengthens our position with large retailers and brands

Opportunity* $160B
Large merchants

$36B
Small and medium size businesses

$12B
Sole proprietors
* Source Data: Internal estimates eBay Inc. - Proprietary & Confidential

Playing offense enabling commerce

Commerce Platform to drive innovation across eBay, PayPal and GSIC

Separate BU led by Chris Saridakis GSIC to continue focus on leading retailers/brands Commerce Platform drives innovation across eBay, PayPal and GS C GSIC
eBay Inc. - Proprietary & Confidential

GSIC a great business

Global Marketing Services
Customer Care Full-Service Digital Agencies

Global Commerce S i Gl b l C Services

Commerce Technology

Fulfillment

Webstore

MultiChannel

7 Fulfillment Centers ShipQuik Program International

4 Call Centers

Mobile Advertising

Order Management

Telephone / Email 11 Languages

Email and Affiliate Marketing

Technology Operations

Analytics

The only company that enables all aspects of multi-channel commerce y p y p

eBay Inc. - Proprietary & Confidential

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 supporting leading brands and retailers

Categories
Apparel, Accessories & Footwear Appliances & Tools Baby Products Cosmetics & Fragrances Consumer Electronics Entertainment Media General Merchandise Gifts Home Furnishings Jewelry Pets Personal Care Specialty Foods p y Sporting Goods Toys & Video Games

eBay Inc. - Proprietary & Confidential

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Retailers need a partner, not a competitor

Retailers need
Access to multiple channels to reach customers and generate demand Flexible, customized solutions and ability to keep up with innovation and technology off and on-line A trusted global partner to help them enable growth

eBay/GSIC offer
Global marketplace with access to more than 95M customers, 9M+ SMBs and 180+ large retailers Global, full suite, commerce solutions with on-line, off-line, payments, and mobile capabilities d bil bili i Investing > $1B in technology annually to build out next generation of products/services

The Th goal: eBay/GSIC combination as the strategic l B /GSIC bi ti th t t i commerce partner of choice
eBay Inc. - Proprietary & Confidential

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Commitment to best in class platform

GSIs Enhanced Platform
V11
Cutting-edge site d it C tti management tools Enhanced promotions capability Integration architecture Operationally efficient Data driven Data-driven store configuration

Together, we can make it even better

FuturevX
Commerce OS leveraging g g best of GSI and eBays platforms Key offerings as services fulfillment, inventory , y management, promotions, etc Leverage developer network to iterate and improve platform Most cost-effective less intensive to maintain

to help retailers to grow their business

eBay Inc. - Proprietary & Confidential

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 with some near-term opportunities to enhance GSICs platform GSIC s

Local Shopping

Mobile Capabilities

Mobile Development

$1B+ combined R&D spend

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In summary, GSIC 2013 Outlook* y

Revenue

$1.1B to $1.3B
Comp growth led by multichannel, channel new clients, clients geographic expansion, new products

Key growth drivers

Direct segment margin

19% to 21%**

* Assumes closing of the proposed transaction and the planned divestitures ** Consistent with GSI Commerces definition of Non-GAAP income from operations, or NGIO

eBay Inc. - Proprietary & Confidential

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Todays announcement
eBay to acquire GSIC for $29.25 per share ($2.4B), financed with cash and debt and expected to close i th 3rd quarter t dt l in the t GSIC is a leading, full service provider of on-line commerce solutions and interactive marketing services for brands and retailers We believe the combination of eBay and GSIC enhances eBays position as the strategic commerce partner of choice for leading retailers and consumer brands Simultaneous with closing, we expect to sell certain businesses of GSIC that are not core to our long term strategy to an entity formed by GSIC s current CEO, Michael long-term GSICs CEO Rubin, while retaining a financial interest in certain of them Assuming we close in mid 3rd quarter, we expect the acquisition to be immaterial to our 2011 non-GAAP EPS guidance a ou ced January 19th and have a $0 30 - $0.34 0 o G S gu da ce announced Ja ua y 9 a d a e $0.30 $0 3 negative impact to our 2011 GAAP EPS guidance, including a GAAP charge primarily related to the divested GSIC businesses

Using our balance sheet to enhance eBays position as the eBay s strategic commerce partner of choice
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Structure of transaction enables us to acquire highly strategic assets ...

Acquiring Wholeco Divesting Assets for ~ $0.6B Retaining Strategic Assets
Licensed Sports Merchandise
100%

$0.5B $0 5B(1)

70%

30% ownership + ROFR

Global Marketing Services

70%

$1.4B(1)

~$0.2B(1)

GSIC
Consideration (3) $467M Loan from eBay $31M Cash

Global eCommerce Services

~$0.7B(1)

~$0.9B(2) $
(1) 2010 Revenue (2) Includes approximately $170M of revenue associated with owned inventory model that will be transitioned away by 2013 (3) Excludes value of retained minority stakes in Rue La La and ShopRunner 18

eBay Inc. - Proprietary & Confidential

Our framework for growth

Protect and extend core businesses

Expand Adjacencies

Plant and Grow Seeds G S

Leverage our platform ... and balance sheet

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eBay Inc. - Proprietary & Confidential

Synergistic Value Framework

Enhance GSI Platform Expand large merchant presence on eBay platform p yp Extend PayPal / BML reach on GSIC a ~$3.5B platform $ p
Merchant coverage

Revenue
~$1.2B ~$0.9B (1)

2010

2013E

eBay Synergies
Leverage platform capabilities Global expansion Reduce G&A / payment processing costs
Consumer preference

13 Est. Synergies ~$60M+

eBay Inc. - Proprietary & Confidential (1) Includes approximately $170M of revenue associated with owned inventory model expected to be 20 transitioned away by 2013.

Our revised 3 year outlook to 2013* y

Revenue

$6B - $7B
Consumer Preferences, Merchant coverage, New Products, New Markets

$7B - $8B
Tailored shopping experiences, Local C2C strength, global tickets, Mobile, Offline, Platform

$1.1B - $1.3B
Comp growth led by multi-channel, new clients, geographic li t hi expansion, New products

Key K growth th drivers Direct Di t segment margin

24% to 26%**

38% to 42%**

19% to 21%***

* Assumes closing of the proposed transaction and the planned divestitures ** Direct segment margin does not include ~3 points of corporate overhead for PayPal and eBay *** Consistent with GSI Commerces definition of Non-GAAP income from operations, or NGIO eBay Inc. - Proprietary & Confidential

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Our revised aspirations for 2013*

Revenue Goal
2013

$14.1B $16.3B $14 1B - $16 3B 12% - 16%

NonNon-GAAP EPS CAGR

2010 2013**

Free Cash Flow***

2011 2013
* Assumes closing of the proposed transaction and the planned divestitures **CAGR is measured using 2010 as the bases ***Reconciliation in the appendix

$8.0B - $9.0B
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eBay Inc. - Proprietary & Confidential

Executive summary
Our key messages from last months analyst day
Commerce market evolvingnew retail environment retailers looking for help eBay Inc well positioned with a strong set of assets Inc. Two strong core businesses PayPal and Marketplaces with growing synergy Accelerating pace of innovation Expanding opportunity set through open commerce platform

Todays announcementthe acquisition of GSI Commerce: y q

Extends eBay Inc.s reach with large brands/retailers Brings together complementary capabilities in a manner which strengthens GSI and helps our existing core businesses Extends our open commerce platform capabilities
23

eBay Inc. - Proprietary & Confidential

Appendix

eBay Inc. - Proprietary & Confidential

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Reconciliation of FY2011-FY2013 Free Cash Flow (FCF) projection

Reconciliation of Operating Cash Flow to Free Cash Flow 3 Years Total FY2011 - FY2013 $10.7B - $12.0B

(in Billions) GAAP operating cash flow Purchases of property and equipment, net Free cash flow

($2.7B - $3.0B) $8.0B to $9.0B

eBay Inc. - Proprietary & Confidential