Washington		91-1996083
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13810 SE Eastgate Way, Ste. 400 Bellevue, WA		98005
(Address of Principal Executive Office)		(Zip Code)

						Page
PART I.     Financial Information
		Item 1.		Unaudited Condensed Consolidated Financial Statements		3
				a)    Unaudited Consolidated Statement of Operations for the Three and Nine Months ended September 30, 2001 and 2002		3
				b)    Unaudited Consolidated Balance Sheets as of December 31, 2001 and September 30, 2002		4
				c)    Unaudited Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income for the Period from January 1, 2002 to September 30, 2002		5
				d)    Unaudited Consolidated Statement of Cash Flows for the Nine Months Ended September 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		17
		Item 3.		Quantitative and Qualitative Disclosures About Market Risk		38
		Item 4.		Controls and Procedures		38
PART II.     Other Information
		Item 1.		Legal Proceedings		39
		Item 5.		Other Information		39
		Item 6.		Exhibits and Reports on Form 8-K		40
SIGNATURES						41
CERTIFICATIONS						42

		Three Months Ended September 30,								Nine Months Ended September 30,
		2001				2002				2001				2002
Agency revenues		$	39,279			$	62,495			$	116,528			$	169,036
Merchant revenues			34,102				98,453				74,282				241,830
Advertising and other revenues			6,097				4,854				24,364				15,820
Revenues			79,478				165,802				215,174				426,686
Cost of agency revenues (excluding recognition of stock-based compensation of $43 and $6 for the three months ended September 30, 2001 and 2002, and $288 and $37 for the nine months ended September 30, 2001 and 2002)			15,977				24,574				46,047				64,534
Cost of merchant revenues (excluding recognition of stock-based compensation of $65 and $8 for the three months ended September 30, 2001 and 2002, and $146 and $41 for the nine months ended September 30, 2001 and 2002)			9,509				29,561				18,997				70,688
Cost of advertising and other revenues (excluding recognition of stock-based compensation of $10 and $0 for the three months ended September 30, 2001 and 2002, and $65 and $4 for the nine months ended September 30, 2001 and 2002)			801				585				2,491				2,030
Cost of revenues			26,287				54,720				67,535				137,252
Gross profit			53,191				111,082				147,639				289,434
Operating expenses:
Product development (excluding recognition of stock-based compensation of $2,263 and $635 for the three months ended September 30, 2001 and 2002, and $8,990 and $2,991 for the nine months ended September 30, 2001 and 2002)			7,209				9,310				20,759				26,189
Sales and marketing (excluding recognition of stock-based compensation of $183 and $17 for the three months ended September 30, 2001 and 2002, and $877 and $172 for the nine months ended September 30, 2001 and 2002)			26,071				49,206				77,453				125,255
General and administrative (excluding recognition of stock-based compensation of $1,000 and $666 for the three months ended September 30, 2001 and 2002 and $3,614 and $2,165 for nine months ended September 30, 2001 and 2002)			6,181				12,548				18,068				32,334
Amortization of goodwill											10,709
Amortization of intangibles			9,904				4,493				30,157				17,479
Recognition of stock-based compensation			3,564				1,332				13,980				5,410
Total operating expenses			52,929				76,889				171,126				206,667
Income (loss) from operations			262				34,193				(23,487	)			82,767
Net interest income and other			1,329				2,407				3,110				7,575
Share of joint venture net loss							(120	)							(518	)
USA merger and related expenses			(6,341	)			(977	)			(6,341	)			(10,837	)
Income (loss) before provision for income taxes			(4,750	)			35,503				(26,718	)			78,987
Provision for income taxes							(15,434	)							(34,107	)
Net income (loss)		$	(4,750	)		$	20,069			$	(26,718	)		$	44,880
Net income (loss) per common share:
Basic		$	(0.09	)		$	0.35			$	(0.54	)		$	0.80
Diluted		$	(0.09	)		$	0.32			$	(0.54	)		$	0.71
Weighted average number of shares outstanding:
Basic			50,319				57,203				49,041				55,973
Diluted			50,319				62,761				49,041				63,232

		December 31, 2001				September 30, 2002
ASSETS
Current assets:
Cash and cash equivalents		$	238,374			$	342,709
Marketable securities							182,523
Accounts receivable, net of allowance of $1,412 and $1,753			17,649				39,686
Prepaid merchant bookings			8,726				15,440
Prepaid expenses and other current assets			7,192				10,997
Total current assets			271,941				591,355
Property and equipment, net			21,447				27,625
Investment and restricted deposits			12,897				30,387
Deferred tax assets							9,300
Intangible assets, net			19,380				44,089
Goodwill, net			78,890				114,201
Total assets		$	404,555			$	816,957
LIABILITIES
Current liabilities:
Accounts payable		$	34,097			$	68,900
Accrued expenses			66,818				132,883
Deferred merchant bookings			52,965				170,738
Unearned revenue			1,574				4,730
Total current liabilities			155,454				377,251
Commitments and contingencies (Note 11)
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 120,000 and 600,000 shares authorized, 52,870 and 22,924 issued and outstanding			529				229
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				479,381
Contribution from parent							95,443
Contribution receivable from parent							(65,576	)
Unearned stock-based compensation			(9,681	)			(5,844	)
Retained deficit			(190,946	)			(146,066