8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2014

XO Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35217	13-3895178
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

195 Broadway, 25th Floor, New York, New York	10007
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 219-8555

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2014, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2014. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On August 1, 2014, Eileen Naughton resigned from the Company’s Board of Directors (the “Board”). The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Appointment of New Director

On August 1, 2014, the Board filled the vacancy created by the resignation of Eileen Naughton by appointing Barbara Messing to the Board. Ms. Messing will be a Class I director, which means that her term of office will expire at the Company’s 2015 Annual Meeting of Stockholders. Ms. Messing was also named to serve on the Compensation Committee of the Board.

Ms. Messing is currently the Chief Marketing Officer for TripAdvisor, a position she has held since February 2011. Prior to joining TripAdvisor, from 2002 to February 2011, Ms. Messing served in a number of leadership roles at Hotwire, including Vice President and General Manager of Travel Ticker, Vice President of Customer Experience, and Director of Product Development. Before joining Hotwire, Ms. Messing was a product director at Keen.com and a segment producer at The Travel Channel. Ms. Messing holds an undergraduate degree from Northwestern University and a JD from Stanford University.

Ms. Messing will participate in the current director compensation arrangements applicable to non-employee directors, as disclosed in the Schedule 14A filed by the Company on April 17, 2014.

The Company entered into its standard form indemnification agreement with Ms. Messing, which is filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on November 10, 1999.

There are no family relationships between Ms. Messing and any director or executive officer of the Company and she has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Messing and other persons pursuant to which Ms. Messing was selected as a director.

On August 5, 2014, the Company issued a press release announcing the Board’s appointment of Ms. Messing. A copy of the Company’s press release is attached as Exhibit 99.2 hereto, and is incorporated by reference into this report.

Item 7.01 Regulation FD Disclosure.

On August 5, 2014, during the course of the teleconference that the Company will be holding, management will make reference to a financial presentation. The presentation will be available on the Company’s website at http://phx.corporate-ir.net/phoenix.zhtml?c=99931&p=irol-presentations, and is filed herewith as Exhibit 99.3.

The information included in this Current Report on Form 8-K (including Exhibit 99.3 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.3 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

By furnishing the information in this Item 7.01, the Company makes no admission as to the materiality of Item 7.01 in this report or the presentation attached hereto as Exhibit 99.3. The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s filings with the United States Securities and Exchange Commission (the “SEC”) and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Item, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The Company cautions readers that the presentation attached hereto as Exhibit 99.3 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements as actual events or results could differ materially from the forward-looking statements contained in the presentation. Readers are urged to read the reports and documents filed from time to time by the Company with the SEC for a discussion of important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements. It is routine for the Company’s internal projections and expectations to change as the quarter and year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which the Company bases its expectations may change. Although these expectations may change, the Company is under no obligation to inform the readers if they do or to update the presentation that is attached hereto as Exhibit 99.3.

Item 8.01 Other Events.

On August 1, 2014, Peter Sachse, a current member of the Board, was named to serve on the Audit Committee of the Board, filling the vacancy on that committee created by the resignation of Eileen Naughton from the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this report:

99.1 Press Release dated August 5, 2014.

99.2 Press Release dated August 5, 2014.

99.3 Investor Presentation by XO Group Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XO GROUP INC.
	(Registrant)
Date: August 5, 2014	By:	/s/ GILLIAN MUNSON
		Gillian Munson Chief Financial Officer

EXHIBIT INDEX

99.1	Press Release dated August 5, 2014.
99.2	Press Release dated August 5, 2014.
99.3	Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

XO Group Reports Second Quarter 2014 Financial Results

-Second Quarter Revenue up 3.6%-

-Earnings Per Share $0.12-

-Adjusted EBITDA of $8.3 Million-

NEW YORK, August 5, 2014 – XO Group Inc. (NYSE: XOXO, xogroupinc.com), the premier consumer internet and media company devoted to weddings, pregnancy, and everything in between, today reported financial results for the three months ended June 30, 2014.

Total revenue for the second quarter of 2014 was $38.3 million, up 3.6% compared to the same period in the prior year. Net income for the quarter was $3.0 million or $0.12 per share. The Company ended the quarter with $79.4 million in cash, up from $75.5 million at March 31, 2014.

Total operating expenses were $27.7 million and $56.4 million for the three and six months ended June 30, 2014, respectively, compared to $23.6 million and $46.4 million during the corresponding periods in 2013. These increases in operating expenses were driven by new spend attributable to the transformation underway at XO.

“During the second quarter, we delivered solid earnings results on stable revenue growth, driven by our core local and national advertising offerings and a strong quarter for our registry business,” said Mike Steib, Chief Executive Officer. “We continue to make significant progress on XO’s strategic transformation to accelerate growth and position our Company for the future. As we work to evolve The Knot into a digital marketplace, we are refocusing on execution, re-investing in our products and our talent pool, and taking a hard look at our asset base. We believe that with the successful execution of our strategy, we can drive toward our target long-term business model and enhance shareholder value.”

“Our Q2 ’14 results reflect the strategy we laid out in the beginning of the year, maintaining steady revenue growth while balancing targeted investments in the business to drive innovation that we believe will provide compelling returns over the next several years,” said Gillian Munson, Chief Financial Officer.

Business Outlook

For the full year 2014, the Company continues to expect to deliver single digit total revenue growth and increased year-over-year growth rates of operating expense above its historical run rates. The additional operating expense related to the strategic initiatives underway at XO is expected to be approximately $15.0 million.

Long-Term Financial Targets

Over the long-term, the Company is targeting double digit revenue growth, gross margins of 83-85%, with operating expense growth below revenue growth rates and adjusted EBITDA margins of at least 15-20%.

XO GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended June 30,
	2014			2013
Net revenue:
National online sponsorship and advertising	$	7,541		$	7,368
Local online sponsorship and advertising		14,510			13,404
Total online sponsorship and advertising		22,051			20,772
Registry services		2,934			2,409
Merchandise		4,852			6,361
Publishing and other		8,493			7,446
Total net revenue		38,330			36,988
Cost of revenue:
Online sponsorship and advertising		509			581
Merchandise		2,907			3,706
Publishing and other		2,626			2,719
Total cost of revenue		6,042			7,006
Gross profit		32,288			29,982
Operating expenses:
Product and content development		8,832			7,136
Sales and marketing		10,651			10,070
General and administrative		6,324			5,267
Depreciation and amortization		1,848			1,146
Total operating expenses		27,655			23,619
Income from operations		4,633			6,363
Loss in equity interests		(115	)		(62	)
Interest and other income, net		23			16
Income before income taxes		4,541			6,317
Provision for income taxes		1,494			2,229
Net income	$	3,047		$	4,088
Net  income per share:
Basic	$	0.12		$	0.17
Diluted	$	0.12		$	0.16
Weighted average number of shares used in calculating net earnings per share:
Basic		25,220			24,621
Diluted		25,498			25,594

XO GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Six Months Ended June 30,
	2014			2013
Net revenue:
National online sponsorship and advertising	$	14,451		$	13,943
Local online sponsorship and advertising		28,949			26,964
Total online sponsorship and advertising		43,400			40,907
Registry services		4,665			3,583
Merchandise		8,620			10,179
Publishing and other		14,065			12,592
Total net revenue		70,750			67,261
Cost of revenue:
Online sponsorship and advertising		972			1,076
Merchandise		5,273			6,184
Publishing and other		4,257			4,442
Total cost of revenue		10,502			11,702
Gross profit		60,248			55,559
Operating expenses:
Product and content development		17,705			14,008
Sales and marketing		21,764			20,046
General and administrative		13,389			10,086
Depreciation and amortization		3,525			2,249
Total operating expenses		56,383			46,389
Income from operations		3,865			9,170
Loss in equity interests		(175	)		(119	)
Interest and other (expense) income, net		(2	)		29
Income before income taxes		3,688			9,080
Provision for income taxes		1,317			3,319
Net income	$	2,371		$	5,761
Net  income per share:
Basic	$	0.09		$	0.23
Diluted	$	0.09		$	0.23
Weighted average number of shares used in calculating net earnings per share:
Basic		25,065			24,541
Diluted		25,534			25,426

XO GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	79,358		$	90,697
Accounts receivable, net		15,569			11,838
Inventories		2,207			2,374
Deferred production and marketing costs		503			475
Deferred tax assets, current portion		2,781			2,782
Prepaid expenses and other current assets		6,546			5,993
Total current assets		106,964			114,159
Long-term restricted cash and investments		3,124			2,599
Property and equipment, net		15,923			15,490
Intangible assets, net		3,857			3,357
Goodwill		42,436			38,500
Deferred tax assets		18,126			21,469
Investment interests		5,558			1,680
Other assets		350			495
Total assets	$	196,338		$	197,749
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	11,022		$	12,420
Deferred revenue		15,388			14,864
Total current liabilities		26,410			27,284
Deferred tax liabilities		4,288			4,507
Deferred rent		5,553			5,914
Other liabilities		1,809			4,154
Total liabilities		38,060			41,859
Stockholders’ equity:
Preferred stock		—			—
Common stock		269			270
Additional paid-in-capital		169,958			169,756
Accumulated other comprehensive loss		(159	)		(204	)
Accumulated deficit		(11,790	)		(13,932	)
Total stockholders’ equity		158,278			155,890
Total liabilities and stockholders’ equity	$	196,338		$	197,749

XO GROUP INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income	$	3,047		$	4,088		$	2,371		$	5,761
Provision for income taxes		1,494			2,229			1,317			3,319
Depreciation and amortization		1,848			1,146			3,525			2,249
Stock-based compensation expense		1,810			1,583			2,998			2,887
Loss in equity interests		115			62			175			119
Interest and other (income) expense, net		(23	)		(16	)		2			(29	)
Severance charges(a)		-			-			1,354			-
Adjusted EBITDA	$	8,291		$	9,092		$	11,742		$	14,306
Depreciation and amortization		(1,848	)		(1,146	)		(3,525	)		(2,249	)
Stock-based compensation expense		(1,810	)		(1,583	)		(2,998	)		(2,887	)
Loss in equity interests		(115	)		(62	)		(175	)		(119	)
Interest and other (income) expense, net		23			16			(2	)		29
Adjusted income before income taxes		4,541			6,317			5,042			9,080
Adjusted provision for income taxes(b)		1,494			2,229			1,798			3,587
Adjusted net income	$	3,047		$	4,088		$	3,244		$	5,493
Adjusted net income per diluted share	$	0.12		$	0.16		$	0.13		$	0.22
Diluted weighted average number of shares outstanding		25,498			25,594			25,534			25,426
Net cash provided by operating activities	$	4,835		$	9,355		$	3,878		$	9,566
Less: Capital expenditures		(1,638	)		(1,613	)		(2,644	)		(2,799	)
Free cash flow	$	3,197		$	7,742		$	1,234		$	6,767

(a) Incremental costs included in Operating expenses on the condensed consolidated statements of operations for the six months ended June 30, 2014 include severance of approximately $1.4 million, representing (i) severance charges for certain executive officers and (ii) severance charges for the employees in our Los Angeles office ($70K in Product and content development, $506K in Sales and marketing and $778K in General and administrative).

(b) Adjusted provision for income taxes was calculated using the annual effective tax rate for each respective period, excluding discrete items.

Supplemental data tables (unaudited)

Local Advertising Metrics (excluding Two Bright Lights)

	Q2 2014	Q1 2014	Q2 2013
Profile Count	31,774	30,857	30,179
Vendor Count	23,682	23,064	22,573
Churn Rate	25.2%	27.0%	29.5%
Avg. Revenue/Vendor	2,516	2,497	2,408

Stock Based Compensation

($000s)	Three Months Ended June 30, 2014	Three Months Ended June 30, 2013
Product and Content	$626	$619
Sales and Marketing	488	476
General and Administrative	696	488
Total stock-based compensation	$1,810	$1,583

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Tuesday, August 5, 2014, to discuss its second quarter 2014 financial results. Participants should dial (844) 824-7422 and use Conference ID# 74637798 at least 10 minutes before the call is scheduled to begin. Participants can also access the live broadcast over the internet on the Investor Relations’ section of the Company’s website, accessible at http://ir.xogroupinc.com. To access the webcast, participants should visit XO Group’s website at least 15 minutes prior to the conference call in order to download or install any necessary audio software.

A replay of the webcast will also be archived on the Company’s website approximately two hours after the conference call ends. A replay of the call will be available at (855) 859-2056 or (404) 537-3406, conference ID #74637798.

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com) is the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, providing young couples with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the #1 wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in media - from the web to mobile, magazines, books and video. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, ecommerce and publishing. The Company is publicly listed on the New York Stock Exchange (XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Financial Measures

This press release includes information about certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), including Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share and Free cash flow. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP. Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Management defines its non-GAAP financial measures as follows:

● Adjusted EBITDA represents U.S. GAAP net income (loss) adjusted to exclude, if applicable: (1) provision (benefit) for income taxes, (2) depreciation and amortization, (3) stock-based compensation expense, (4) impairment charges and asset write-offs, (5) loss in equity interests, (6) interest and other income, net (7) net loss attributable to non-controlling interest and (8) other incremental charges incurred in the period.

● Adjusted net income represents U.S. GAAP net income (loss), adjusted for incremental costs incurred in the current period, which may include: (1) impairment charges and asset write-offs, (2) executive severance and (3) non-recurring foreign taxes, interest and penalties.

● Adjusted net income per diluted share represents Adjusted net income (as defined above), divided by the diluted weighted-average number of shares outstanding for the period.

● Free cash flow represents U.S. GAAP net cash provided by operations, less capital expenditures.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. In addition, free cash flow provides management with useful information for managing the cash needs of our business. However, Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share and Free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered substitutes for or superior to Net income (loss),Net income (loss) per diluted share and Net cash provided by operating activities as indicators of operating performance.

A reconciliation of U.S. GAAP to Non-GAAP financial measures is included in this press release.

Contact:

Ivan Marmolejos

Investor Relations

(212) 219-8555 x1004

IR@xogrp.com

EX-99.2

Exhibit 99.2

XO GROUP INC. CONTINUES TO ENHANCE BOARD OF DIRECTORS WITH APPOINTMENT OF NEW INDEPENDENT DIRECTOR, BARBARA MESSING

TripAdvisor Chief Marketing Officer Brings Extensive Marketing Leadership and Digital Marketplace Expertise to Premier Life Stage Internet Company

NEW YORK, NY, August 5, 2014 – XO Group Inc. (NYSE: XOXO, www.xogroupinc.com), the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, today announced that Barbara Messing, chief marketing officer of TripAdvisor, has been appointed to the company’s board of directors and will serve as an independent director on the board’s Compensation Committee. Messing will be filling the vacancy created by the departure from the board of Eileen Naughton, who has accepted an overseas reassignment. With this transition, the board will consist of eight directors, six of whom are independent, and four of whom have joined the board in the last two years. Messing will serve in the class of directors to be elected at the 2015 annual meeting.

Messing currently serves as chief marketing officer of TripAdvisor, the world’s largest travel site and a leading marketplace connecting millions of travelers with millions of hotels, restaurants and attractions globally.  In 2014, Messing was honored in the AWNY Changing the Game awards, and 2011, she was named a “Brand Genius” by Adweek. Messing also serves on the board of directors of Mashable.  Previously, Messing held a number of leadership positions at Hotwire, including vice president and general manager of Travel Ticker, vice president of customer experience and director of product development. Prior to joining Hotwire, Messing was at Keen.com and The Travel Channel.  She received a bachelor’s degree from Northwestern University and a juris doctor degree from Stanford University.

“Barbara has extraordinary marketing experience and as a senior executive, has worked closely with the TripAdvisor Board in charting the company’s strategic growth,” said David Liu, XO Group’s Chairman and Co-Founder. “We’re thrilled that she’ll be joining XO Group’s Board of Directors as we evolve our company into a digital marketplace and continue to fulfill our commitment to enhance value for our stockholders. Today’s announcement is consistent with the board’s ongoing efforts to ensure continued exceptional leadership and the highest standards of governance at XO Group. Attracting a new member like Barbara who brings new skills and experiences and the appointment of a lead independent director are great examples of our progress.”

“XO Group has built powerful brands that truly help guide couples through the most transformative events of their lives,” said Messing. “This is an exciting time of transformation for the company, and I look forward to working with the board to support the new management team’s efforts to deepen their customer and vendor engagement in this next phase of the company’s growth, and to creating value for our stockholders.”

“Barbara helped to build TripAdvisor into one of the most successful digital marketplaces in the industry,” said Michael Steib, XO Group’s CEO and President. “Utilizing technology to maximize connections between the user and vendors is the exact goal we are striving to achieve at XO Group. Her experience and expertise in mobile, e-commerce and marketing will be a great addition to our board as we execute on our strategic transformation and build the future of our company as a digital marketplace. On behalf of the board, I would like to thank Eileen for her dedication and service to XO Group.”

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com) is the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, providing young couples with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the #1 wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in media - from the web to mobile, magazines, books, and video. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, e-commerce and publishing. The company is publicly listed on the New York Stock Exchange (XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995

Contact:

Melissa Bach

Senior Public Relations Manager

(212) 515-3594

mbach@xogrp.com

Ivan Marmolejos

Investor Relations

(212) 219-8555 x1004

IR@xogrp.com

EX-99.3

Exhibit 99.3

Investor Presentation - August 2014 1 1

Safe Harbor This presentation may contain projections or other forward - looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward - looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward - looking statements contained herein include, without limitation, ( i ) our online wedding - related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e - commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward - looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. This presentation includes certain "Non - GAAP financial information." A reconciliation of such information to the most directly comparable GAAP data can be found on slide 26 and 27 of this presentation. 2

Investment Opportunity Leader in Attractive Market • #1 o nline wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 18 years Solid Financial Foundation • Diversified revenue streams • Healthy margin capability • Balanced approach to capital allocation 3 Strategic Transformation Underway • Evolving into a digital marketplace • Reinvesting in business and reinvigorating our product roadmap • Rigorous examination of underperforming/non - core businesses • Experienced management team focused on execution

XO Group at a Glance $134M $26.7M 714 #1 $ 51M 83.3% XO Group Inc. is the premier consumer internet and media company connecting couples with the content and services they need to navigate the most important years of their lives 18 years * The Bump brand represented 7 % of total revenue during 2013 ** Number of employees as of 12/31/13 7% of revenue 2013 Revenue (+4% Y/Y) 2013 Adjusted EBITDA (+4% Y/Y) Employees** Online Wedding Property with Growing Visitors Free cash flow generated over last 3 years 2013 Gross Margin (+ 80bps Y/Y) Growing Baby Property* Founded in 1996 4

Business Overview Local Online 41% National Online 20% Publishing/ Other 19% E - Commerce 14% Registry 6% 2013 Revenue by Business Line 92% 7 % 1% 2013 Revenue by Brand* * Ijie revenue included as part of the knot Local Online Delivering qualified leads to local vendors; foundation for our digital marketplace strategy • ~23,000 vendors, ~$2,500 avg. revenue/vendor, ~73% retention Publishing / Other Delivering award winning content and ads in local and national markets • National magazine, regional magazines & The Bump magazine; books Registry Service Affiliate partnership with top registry brands to deliver traffic • Revenue growth +27% 2013 vs. 2012; 100% gross margin Offering personalized gift and wedding items; business under strategic review • Revenue declines over the last 3 years (2011 - 2013) E - Commerce National Online Brand advertising to endemic and non - endemic advertisers • The Bump online revenue up 42% year - over - year 2013 2013 Revenue $134M +4% Y/Y 5

5.8 2.5 1.3 1.1 0.8 0.7 Does not meet minimum reporting requirements 6 Month (January – June 2014) Unique Visitors Monthly Average (in millions) with Year - Over - Year % Growth 57% - 25% - 11% - 36% - 5% 6 % 6 Source: XO Group market research; Pew Research Center/ American Community Survey (ACS) by U.S. Consensus Bureau; The Knot: # 1 in Weddings Unique Visitor Source: comScore Multi Platform Does not meet minimum reporting requirements * Includes engagement ring but does not include honeymoon

Average Monthly Unique Visitors ( in millions) Unique Visitor Source : comScore Desktop Only for 2010 – 2012 monthly average as no mobile data was available, comScore multiplatform (desktop & mobile) available for 2013 . The Bump: Growing Baby Platform 7 0.5 1.0 1.2 1.7 1.5 3.1 FY 2010 FY 2011 FY 2012 FY 2013 1/2H 2014 Desktop +Mobile Web Mobile Web Desktop Source: XO Group market research; United States Census Bureau; National Vital Health Statistics reports (NCHS) Growing mobile user - base dramatically expands editorial and advertisers reach Desktop Desktop Desktop Desktop Mobile Web Desktop + Mobile Web

Strategic Transformation to Accelerate Growth 8

9 Marketplace dynamics include* Big verticals being disrupted by digital marketplaces Travel Transit Restaurants Digital Marketplaces Home Design * Highlights from Bill Gurley “All markets are not created equal: 10 Factors to consider when evaluating digital marketplaces ” – abovethecrowd.com • New Experience vs. the Status Quo : Great marketplaces do not simply aggregate a market, they enhance it. • Opportunity for Technology to Add Value: The technology offering greatly enhances the user experience. • High Fragmentation: High buyer and supplier fragmentation is a positive for an online marketplace. • Friction of Supplier Sign - Up: Supplier sign up and new city launches should be relatively quick after a model has been established. • Size of Market Opportunity: Large market with high percentage of the market likely to use the online alternative. • Network Effects: Offering a better experience as the marketplace adds more participants.

Tripadvisor* Yelp* Houzz (E) Opentable* Market Cap/Valuation ($ in billions) $13.5* $4.9* $ 2 *** $2.6** *Market cap information from yahoo finance 8/4/14; ** Priceline tender offer for OpenTable , July 24, 2014 *** estimate Marketplace Successes Have Created Value 10

Brides MARKETPLACE LIQUIDITY Local Vendors The Knot Marketplace Opportunity Strategic Investments/Roadmap x Robust bride data enables personalization efforts x 5M Real Wedding photos tagged to 90,000 local vendors x Add hundreds of thousands of reviews to TheKnot.com ( Q2’14 and growing beyond ) □ Improve vendor discovery & personalized results (2014 & 2015) □ Enhance actions to connect brides and vendors, e.g. request price, book tour, etc. (2015) Strategic investments will enable true marketplace liquidity, unleashing new vendor leads, higher vendor spend, and new revenue models Assets x TheKnot Pro app closes loop between vendors and interested brides (Q3’14) □ Grow to 200,000+ vendors by adding unpaid listings ( Q4’14) □ Expand unpaid listings information x ~23,700 paying vendors with robust profiles x Detailed analytics to show value of listing on The Knot x Award winning digital & print editorial… millions of organic visitors x Leading brand in weddings x Real Wedding photos (Two Bright Lights acquisition) x New Apps: generating 5x higher bride/vendor engagement actions vs. current website □ Full integration of Two Bright Lights (Q4’14) □ Relaunch of TheKnot.com desktop & mobile site to replicate success of apps Local vendor count as of 6/30/14

…vendors As of 6/30/14; Wedding vendors and spend on local services estimates based on XO Group Market Research; * www.sba.gov XO Group Paying Vendors, ~23,700* a nd total wedding spend XO Group Local Online Revenue 0.1% ~300K local wedding vendors • A wider range of services plus product enhancements that utilize embedded mobile functionally, we believe, will enable us to capture a larger share of the market. $60+ billion spent on local wedding services • XO Group local online revenue accounts for less than 0.1% of total spent on local wedding services. • US small businesses generally spend 5 - 10% of total revenue on marketing.* Digital Marketplace Creates Opportunity to Capture Larger Share of … 12

• Local online - transition to digital marketplace • The Bump online • Registry Invest in Growth • National online • Publishing Sustain Positive Momentum • Ijie • E - Commerce Under Review Focus on assets with high performance and potential; Rigorous review of under - performing/non - core assets Asset Assessment 13

Q4 2013 Wedding Lookbook by The Knot Integrates inspiration (browsing wedding photos) with local vendor information & connection Redesigned experience – shifting from a “portal” experience to a personalized feed of relevant text, images & commercial content Enables faster, more intimate communication channel between brides and local vendors. Key features include: Trends; Customer Intelligence; Messaging ; Bride Lookup Largest wedding fashion catalog on the web; seamlessly connects brides to local vendors Delivered 1.6 MM views in 1 day B rides spent 2.9 MM* minutes inside the app during July 2014 Q1 2014 The Knot Wedding Planner Q2 2014 The Bump Pregnancy Q3 2014 The Knot Pro for Wedding Professionals First - ever iOS app exclusively for wedding professionals 2 nd Half of 2014 Q4’14 & 1 st Half of 2015 Rebuild of TheKnot.com and TheBump.com to fully responsive design. Continued development of cutting edge data system & personalization capabilities Continued improvements & mobile app deployments for both iOS & Android • Featured as one of the Best New Apps on the front page of the Apple Store Reinvigorated Product Roadmap 14 Wedding Website & Gift Registry * Source Google Analytics – July 2014

Investment in Our Business 2014 Operating Expense Spend of roughly $15 million above historical run rate • Organic operating expense run rate of roughly 5% at single digit revenue growth • Additional spend above historical average: • Product & Content: increase talent in engineering and product • Sales & Marketing: scale sales team • General and Administrative: transition costs, new executive team members S pend to continue into first half of 2015 * Q4’13 opex includes severance of $0.35 million, representing the severance for a former executive of the Company and foreign VAT, interest and penalties of $0.9 million. Q1’14 opex includes severance of approximately $1.4 million, representing (i) severance charges for certain executives and (ii) severance charges fo r the employees in the Los Angeles office ($70k in product and content development, $506k in sales and marketing, and $778k in gene ral and administrative) 15 ($ MM US GAAP) 2012 FY Q1 2013 Q2 2013 Q3 2013 Q4 2013* 2013 FY Q1 2014* Q2 2014 Product and Content $26.2 $6.9 $7.1 $7.1 $8.8 $29.9 $ 8.9 $8.8 y/y 8.0% 4.2% 3.8% 5.0% 46.1% 13.9% 29.1% 23.8% Sales and Marketing 40.2 10.0 10.1 9.5 10.1 39.7 11.1 10.7 y/y 3.9% ( 10.6%) ( 1.8%) 4.7% 4.2% - 1.3% 11.4% 5.8% General and Administrative 21.0 4.8 5.3 5.7 7.2 23.1 7.1 6.3 y/y 1.5% ( 14.5%) ( 2.5%) 5.2% 61.5% 10.0% 46.6% 20.1% Depreciation and Amortization 3.9 1.1 1.1 1.1 1.5 4.8 1.7 1.8 y/y (17.6%) 16.6% 23.6% 24.0% 30.9% 24.1% 52.0% 61.3% Long - Lived Impairment Charges 1.0 - - - 1.4 1.4 - - y/y 33.8% - - (100%) 100% 49.3% - - Total $92.3 $ 22.8 $23.6 $ 23.5 $ 29.1 $98.9 $ 28.7 $27.7 y/y 3.6% (6.4%) 0.7% 1.3% 36.1% 7.2% 26.2% 17.1% Investment Mode Steady State

Investments in technology • Updating back - end legacy systems and cleansing data • Developing award winning mobile products • Improving local vendor platform and tools • Transitioning company to a digital marketplace Strategic acquisitions • Award winning mobile - first acqui - hires • Hoppit : Team behind The Knot Wedding Planner apps • Gojee : Team behind the Bump Pregnancy apps • Two Bright Lights: Largest database of real - wedding images (March 2014) • Over 3.4 million real wedding photographs; 15,000 + photographers • Images tagged with over 90,000 local vendors These investments are enabling us to create superior user experiences and mobile services that connect our members and advertising partners in a seamless and natural way Focused Product and Engineering Investments 16

Leadership Team 17 Mike Steib Chief Executive Officer • Appointed CEO of XO Group March 2014; joined July 2013 • CEO at Vente - Privee USA (2011 - 2013) • MD Emerging Platforms ; Google Inc. (2007 - 2011) • General Manager at NBC Universal • Joined XO Group in Nov. 2013 • MD at Allen & Co (2007 - 2013) • VP Business Development at Symbol Technologies ( 2003 – 2007) • Executive Director and Senior Equity Analyst at Morgan Stanley Gillian Munson Chief Financial Officer Kristin Savilia EVP Local Enterprise • Joined XO Group in July 2005 (EVP of Local Enterprise since 2010 ) • Executive Director of Bridal and Gift Registry at Linens ’n Things (1999 - 2005) • Cofounder; Returned to XO 2012 • Systems & operations consultant to the iCC division of Group Commerce (2012) • VP, General Manager of Interactive at United Media ( 2007 - 2011) Rob Fassino Chief Product Officer & Co - Founder • Chief Technology Officer since February 2010 • Cofounder and CEO of City24/7 LLC from ( 2006 – 2008), where he remains a member of the Advisory Board • Chief Technology Officer of the Interpublic Group of Companies (IPG) Nic Di Iorio Chief Technology Officer • Joined XO Group in February 2014 • Spent 12 years at Viacom Inc., in senior sales roles at Nickelodeon and MTV Networks International Jennifer Garrett EVP National Enterprise • Joined XO Group in March 2014 • CEO of Vente - Privee USA , where sales doubled in 2013 under her management • Held senior - level positions at AOL in strategy and operations, and at NBC Universal Katherine Wu Brady EVP Registry & e - Commerce • Joined XO Group in August 2014 • CMO, AOL Brand Group (June 2013 - July 2014) • VP, Marketing of Bloomberg Mobile (Feb. 2011 – June 2013) • Director, Affiliate & Advanced Product Marketing of HBO including HBO GO (June 2004 - Feb 2011) Dhanusha Sivajee EVP Marketing • XO Co - founder and Chief Content Officer • In 2008, Roney was named one of Crain’s New York “ 40 Under 40” Carly Roney Chief Content Officer & Co - Founder

□ Increased user & vendor engagement □ Forming partnerships with registry & e - commerce □ Revenue & adjusted EBITDA growth Road Signs of Success 18

Financials 19

$43.4 $49.9 $54.4 $26.6 $26.6 $27.2 $6.4 $6.2 $7.9 $25.4 $21.4 $18.4 $22.4 $25.1 $25.8 2011 Revenue 2012 Revenue 2013 Revenue Local Online National Online Registry eCommerce Publishing/Other $ 124.3 $ 129.1 $ 133.8 Solid Financial Foundation $21.4 $25.5 $ 26.7* 2011 2012 2013 $12.4 $22.5 $16.3 2011 2012 2013 *excludes incremental expenses please see non - GAAPF reconciliation slide for more details 2013 FCF y/y decrease driven by an increase in capital expenditures and a lower cash flow from operations Adj. EBITDA ($MM ) Free Cash Flow (FCF) ($MM) $MM 20

Long - Term Financial Model $MM 2008 - 2013 FY 2013 Target Model Net revenue y/y growth 5% CAGR 4% Double digit growth Gross Margin % 81.0 % avg. 83.3% 83 - 85% Adj. EBITDA Margin % 17.5% avg. 20% 15% - 20% at least 21

Summary Income Statement ($M) 3 months ended 06/30/14 3 months ended 06/30/13 Revenue $38.3 $37.0 Gross Profit $32.3 $30.0 Margin 84.2% 81.1% Operating Income $4.5 $6.4 Net Income $3.0 $4.1 Wgt. Avg. FD Shares 25.2 25.5 Earnings per Share (FD) $0.12 $0.16 Q2 2014 Financial Performance 22

Balance Sheet and Capital Allocation Priorities Summary Balance Sheet ( $M) 06/30/2014 Cash & ST equivalents $79.4 Other assets 116.9 Total assets $196.3 Total debt $0 Other liabilities 38.0 Total stockholders‘ equity 158.3 Total liabilities & stockholders’ equity $196.3 23 • Internal investments (operating expense) - 12 - 18 month investment time frame (started Q4’13) • Strategic acquisitions and investments - Assets that accelerate marketplace transformation • Opportunistic stock buybacks - $20 million authorization; used ~$600k during first half of 2014

Investment Opportunity Leader in Attractive Market • #1 o nline wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 18 years Solid Financial Foundation • Diversified revenue streams • Healthy margin capability • Balanced approach to capital allocation 24 Strategic Transformation Underway • Evolving into a digital marketplace • Reinvesting in business and reinvigorating our product roadmap • Rigorous examination of underperforming/non - core businesses • Experienced management team focused on execution

Questions? Contact ir@xogrp.com 25

Non - GAAP Reconciliations 2011 - 2013 26

Non - GAAP Reconciliations 6/30 YTD 2014 27