Washington (State or other jurisdiction of incorporation or organization)		91-1996083 (I.R.S. Employer Identification No.)
13810 SE Eastgate Way, Ste. 400 Bellevue, WA (Address of Principal Executive Office)		98005 (Zip Code)

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PART I.    Financial Information
Item 1.		Unaudited Condensed Consolidated Financial Statements		3
		a)      Unaudited Consolidated Statements of Operations for the Three and Six Months ended June 30, 2001 and 2002		3
		b)      Unaudited Consolidated Balance Sheets as of December 31, 2001 and June 30, 2002		4
		c)      Unaudited Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income for the Period from January 1, 2002 to June 30, 2002		5
		d)      Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2002		6
		e)      Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		38
PART II.    Other Information
Item 1.		Legal Proceedings		39
Item 2.		Changes in Securities and Use of Proceeds		39
Item 4.		Submission of Matter to a Vote of Security Holders		39
Item 5.		Other Information		40
Item 6.		Exhibits and Reports on Form 8-K		41
SIGNATURES				41

		Three Months Ended June 30,								Six Months Ended June 30,
		2001				2002				2001				2002
Agency revenues		$	43,900			$	54,800			$	77,249			$	106,541
Merchant revenues			25,886				85,727				40,180				143,377
Advertising and other revenues			8,688				4,351				18,267				10,966
Revenues			78,474				144,878				135,696				260,884
Cost of agency revenues (excluding recognition of stock-based compensation of $100 and $6 for the three months ended June 30, 2001 and 2002, and $245 and $31 for the six months ended June 30, 2001 and 2002)			15,850				20,457				30,070				39,960
Cost of merchant revenues (excluding recognition of stock-based compensation of $(10) and $8 for the three months ended June 30, 2001 and 2002, and $81 and $33 for the six months ended June 30, 2001 and 2002)			6,409				26,334				9,488				41,127
Cost of advertising and other revenues (excluding recognition of stock-based compensation of $27 and $0 for the three months ended June 30, 2001 and 2002, and $55 and $4 for the six months ended June 30, 2001 and 2002)			904				597				1,690				1,445
Cost of revenues			23,163				47,388				41,248				82,532
Gross profit			55,311				97,490				94,448				178,352
Operating expenses:
Product development (excluding recognition of stock-based compensation of $2,615 and $794 for the three months ended June 30, 2001 and 2002, and $6,727 and $2,356 for the six months ended June 30, 2001 and 2002)			7,261				8,152				13,550				16,879
Sales and marketing (excluding recognition of stock-based compensation of $206 and $59 for the three months ended June 30, 2001 and 2002, and $694 and $155 for the six months ended June 30, 2001 and 2002)			26,599				41,213				51,382				76,049
General and administrative (excluding recognition of stock-based compensation of $1,001 and $674 for the three months ended June 30, 2001 and 2002 and $2,614 and $1,499 for six months ended June 30, 2001 and 2002)			6,647				11,545				11,887				19,786
Amortization of goodwill			5,921								10,709
Amortization of intangibles			9,509				4,218				20,253				12,986
Recognition of stock-based compensation			3,939				1,541				10,416				4,078
Total operating expenses			59,876				66,669				118,197				129,778
Income (loss) from operations			(4,565	)			30,821				(23,749	)			48,574
Net interest income and other			215				2,485				1,781				5,168
Share of joint venture net loss							(151	)							(398	)
USA merger-related expenses															(9,860	)
Income (loss) before provision for income taxes			(4,350	)			33,155				(21,968	)			43,484
Provision for income taxes							(14,059	)							(18,673	)
Net income (loss)		$	(4,350	)		$	19,096			$	(21,968	)		$	24,811
Net income (loss) per common share:
Basic		$	(0.09	)		$	0.34			$	(0.45	)		$	0.45
Diluted		$	(0.09	)		$	0.29			$	(0.45	)		$	0.39
Weighted average number of shares outstanding:
Basic			49,014				56,442				48,403				55,377
Diluted			49,014				64,846				48,403				63,279

		December 31, 2001				June 30, 2002
ASSETS
Current assets:
Cash and cash equivalents		$	238,374			$	337,266
Marketable securities							115,077
Accounts receivable, net of allowance of $1,412 and $1,653			17,649				36,361
Prepaid merchant bookings			8,726				23,046
Prepaid expenses and other current assets			7,192				15,287
Total current assets			271,941				527,037
Property and equipment, net			21,447				28,244
Investments and restricted deposits			12,897				21,440
Deferred tax assets							9,300
Intangible assets, net			19,380				41,986
Goodwill, net			78,890				111,631
Total assets		$	404,555			$	739,638
LIABILITIES
Current liabilities:
Accounts payable		$	34,097			$	59,514
Accrued expenses			66,818				113,279
Deferred merchant bookings			52,965				189,866
Unearned revenue			1,574				3,688
Total current liabilities			155,454				366,347
Commitments and contingencies (Note 10)
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 120,000 and 600,000 shares authorized, 52,870 and 22,546 issued and outstanding			529				225
Class B common stock, $.01 par value, 0 and 150,000 shares authorized, 0 and 34,507 issued and outstanding							345
Preferred stock, $.01 par value, 10,000 and 20,000 shares authorized, none issued and outstanding
Stockholder warrants							77,839
Additional paid-in-capital			448,998				461,330
Contribution from parent							75,296
Contribution receivable from parent							(69,492	)
Unearned stock-based compensation			(9,681	)			(7,299	)
Retained deficit			(190,946	)			(166,135	)
Accumulated other comprehensive income			201				1,182
Total stockholders’ equity			249,101				373,291
Total liabilities and stockholders’ equity		$	404,555