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): March 9, 2015

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 March 9, 2015, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter and year ended December 31, 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 7.01 Regulation FD Disclosure.

On March 9, 2015, 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://ir.xogroupinc.com/, and is filed herewith as Exhibit 99.2.

The information included in this Current Report on Form 8-K (including Exhibit 99.2 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 99.2 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 99.2. 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 99.2 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 99.2.

Item 9.01. Financial Statements and Exhibits.

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

99.1 Press Release dated March 9, 2015.

99.2 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: March 9, 2015	By:	/s/ GILLIAN MUNSON
		Gillian Munson Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated March 9, 2015.

99.2 Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

Conference Call Monday, March 9^th, at 4:30 p.m. ET, Dial-In (877) 201-0168 (ID# 71880269)

XO Group Reports Fourth Quarter and Full Year 2014 Financial Results;

- Fourth Quarter Revenue up 13.7% Year Over Year, Full Year Revenue up 7.4% Year Over Year -

-Fourth Quarter GAAP loss per share was ($0.16)-

-Fourth Quarter NON-GAAP earnings per share was $0.06-

NEW YORK, March 9, 2015 – XO Group Inc. (the “Company”) (NYSE: XOXO, xogroupinc.com), the premier consumer internet and media company dedicated to guiding people through transformative life stages - from getting married, moving in together and having a baby - today reported financial results for the three months and full year ended December 31, 2014.

Total revenue for the fourth quarter of 2014 was $37.1 million, up 13.7% compared to the same period in the prior year. GAAP net loss for the quarter was ($4.0) million or ($0.16) per share. Non-GAAP earnings per share for the quarter was $0.06 compared to $0.02 in the prior year quarter. The Company’s balance sheet at December 31, 2014 reflects cash and cash equivalents of $90.0 million compared to $90.7 million at December 31, 2013. Under the previously announced stock buyback authorization, during the quarter, the Company repurchased shares of its common stock for approximately $1.0 million.

“I want to congratulate our team on successfully focusing our efforts, investing in our mobile and marketplace capabilities, and launching exceptional products, while delivering our best revenue growth rates in years and continuing to deliver positive cash flow,” said Mike Steib, Chief Executive Officer.

During the quarter, the Company announced two strategic actions to focus on the Company’s core business: the shutdown of its wedding supplies fulfillment operations and the disposition of its Ijie operations in China. The shutdown of the wedding supplies fulfillment operations is scheduled to be complete by the end of Q1 2015 and the disposition of its Ijie operations was completed in December 2014.

Long-Term Financial Targets

The Company is reiterating its long-term financial targets as previously provided on November 6, 2014. The Company is targeting double digit revenue growth rates, gross margins of approximately 90-95%, and operating expense growth below revenue growth rates, yielding adjusted EBITDA margins of at least 20%.

XO GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended December 31,
	2014			2013
Net revenue:
National online advertising	$	8,679		$	6,341
Local online advertising		15,348			13,793
Total online advertising		24,027			20,134
Registry services		1,840			1,553
Merchandise		3,064			2,995
Publishing and other		8,125			7,903
Total net revenue		37,056			32,585
Cost of revenue:
Online advertising		433			421
Merchandise		2,808			2,107
Publishing and other		2,591			2,911
Total cost of revenue		5,832			5,439
Gross profit		31,224			27,146
Operating expenses:
Product and content development		9,546			8,761
Sales and marketing		11,724			10,144
General and administrative		6,839			7,242
Asset impairment charges		836			1,430
Depreciation and amortization		1,576			1,484
Total operating expenses		30,521			29,061
Income (loss) from operations		703			(1,915	)
Income (loss) in equity interests		11			(1,842	)
Interest and other income (expense), net		(1,795	)		74
Loss before income taxes		(1,081	)		(3,683	)
Income tax expense (benefit)		2,912			(615	)
Net loss	$	(3,993	)	$	(3,068	)
Net loss per share:
Basic	$	(0.16	)	$	(0.12	)
Diluted	$	(0.16	)	$	(0.12	)
Weighted average number of shares used in calculating net loss per share:
Basic		25,363			24,704
Diluted		25,363			24,704

XO GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Twelve Months Ended December 31,
	2014			2013
Net revenue:
National online advertising	$	30,456		$	27,216
Local online advertising		59,093			54,445
Total online advertising		89,549			81,661
Registry services		9,794			7,926
Merchandise		16,223			18,406
Publishing and other		28,098			25,821
Total net revenue		143,664			133,814
Cost of revenue:
Online advertising		1,770			1,927
Merchandise		10,914			11,296
Publishing and other		8,511			9,178
Total cost of revenue		21,195			22,401
Gross profit		122,469			111,413
Operating expenses:
Product and content development		35,820			29,877
Sales and marketing		44,330			39,718
General and administrative		25,617			23,073
Asset impairment charges		836			1,430
Depreciation and amortization		6,969			4,808
Total operating expenses		113,572			98,906
Income from operations		8,897			12,507
Loss in equity interests		(232	)		(2,016	)
Interest and other income (expense), net		(1,740	)		144
Income before income taxes		6,925			10,635
Income tax expense		6,463			4,841
Net income	$	462		$	5,794
Net income per share:
Basic	$	0.02		$	0.24
Diluted	$	0.02		$	0.23
Weighted average number of shares used in calculating net earnings per share:
Basic		25,210			24,620
Diluted		25,589			25,596

XO GROUP INC.

SELECTED BALANCE SHEET DATA

(Amounts in Thousands)

(Unaudited)

	December 31, 2014		December 31, 2013
Cash and cash equivalents	$	89,955	$	90,697
Accounts receivable, net		15,785		11,838
Total assets		195,699		197,749
Total liabilities		37,772		41,859
Total stockholders’ equity		157,927		155,890

XO GROUP INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2014			2013			2014			2013
Net income (loss)	$	(3,993	)	$	(3,068	)	$	462		$	5,794
Income tax expense (benefit)		2,912			(615	)		6,463			4,841
Depreciation and amortization		1,576			1,484			6,969			4,808
Stock-based compensation expense		1,692			2,145			6,139			6,697
Asset impairment charges		530			1,430			530			1,430
(Income) loss in equity interests		(11	)		1,842			232			2,016
Interest and other income, net		(33	)		(74	)		(88	)		(144	)
Executive separation and severance charges(a)		733			350			2,087			350
Foreign VAT, interest and penalties(b)		-			930			(592	)		930
Exit of Ijie operations(c)		1,828			-			1,828			-
Exit of warehouse operations(d)		572			-			572			-
Adjusted EBITDA	$	5,806		$	4,424		$	24,602		$	26,722
Depreciation and amortization		(1,576	)		(1,484	)		(6,969	)		(4,808	)
Stock-based compensation expense		(1,692	)		(2,145	)		(6,139	)		(6,697	)
Income (loss) in equity interests		11			(1,842	)		(232	)		(2,016	)
Interest and other income, net		33			74			88			144
Impairment of equity interests(e)		-			1,773			-			1,773
Adjusted income before income taxes		2,582			800			11,350			15,118
Adjusted provision for income taxes(f)		1,097			328			4,824			6,198
Adjusted net income	$	1,485		$	472		$	6,526		$	8,920
Adjusted net income per diluted share	$	0.06		$	0.02		$	0.26		$	0.35
Diluted weighted average number of shares outstanding		25,821			25,647			25,589			25,596
Net cash provided by operating activities	$	8,462		$	6,889		$	20,015		$	22,243
Less: Capital expenditures		(1,095	)		(1,307	)		(5,068	)		(5,968	)
Free cash flow	$	7,367		$	5,582		$	14,947		$	16,275

(a) Costs impacting comparability included in operating expenses on the consolidated statements of operations for the year ended December 31, 2014 include executive separation and other severance charges of approximately $2.1 million, representing (i) separation payments for certain executive officers and (ii) severance charges for the employees in our Los Angeles office. Of the total executive separation and severance charges, $0.4 million was recorded in Product and content development, $0.5 million in Sales and marketing and $1.2 million in General and administrative. Costs impacting comparability for the year ended December 31, 2013 include severance of $0.4 million recorded in General and administrative for a former executive of the Company.

(b) Included in “General and administrative” expenses on the consolidated statements of operations for the year ended December 31, 2014 are favorable adjustments for foreign value-added tax (“VAT”), interest and penalties of $0.6 million and for the year ended December 31, 2013 an unfavorable adjustment for VAT, interest and penalties of $0.9 million.

(c) Included in Interest and other income (expense) on the consolidated statements of operations for the three months and year ended December 31, 2014 is a $1.8 million loss on the disposition of the Company’s China wedding content and publishing operations.

(d) Costs impacting comparability included in operating expenses on the consolidated statements of operations for the three months and year ended December 31, 2014 included (i) severance of approximately $0.3 million related to the closure of the Company’s merchandising warehouse in Redding, CA and (ii) asset impairment charges of approximately $0.3 million. Of the total severance charges, $26,000 was recorded in Product and content development, $179,000 in Sales and marketing and $60,000 in General and administrative.

(e) Impairment of equity interest of $1.8 million is included in “Loss in equity interests” on the consolidated statements of operations for the twelve months ended December 31, 2013.

(f) Adjusted provision for income taxes was calculated using an effective tax rate of 42.5% for 2014 periods and 41.0% for 2013 periods both of which excludes discrete items.

Supplemental data tables (unaudited)

Local Advertising Metrics (excluding Two Bright Lights)

	Q4 2014	Q3 2014	Q2 2014	Q1 2014	Q4 2013
Profile Count	33,414	32,602	31,774	30,857	30,562
Vendor Count	24,764	24,304	23,682	23,064	22,755
Churn Rate(a)	21.7%	22.8%	25.2%	27.0%	27.9%
Avg. Revenue/Vendor(a)	$2,527	$2,517	$2,516	$2,497	$2,474

(a) calculated on a trailing twelve month basis

Stock Based Compensation

($000s)	Three Months Ended December 31, 2014	Three Months Ended December 31, 2013
Product and Content	$569	$680
Sales and Marketing	468	412
General and Administrative	655	1,053
Total stock-based compensation	$1,692	$2,145

($000s)	Twelve Months Ended December 31, 2014	Twelve Months Ended December 31, 2013
Product and Content	$2,020	$2,391
Sales and Marketing	1,533	1,591
General and Administrative	2,586	2,715
Total stock-based compensation	$6,139	$6,697

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Monday, March 9, 2015, to discuss its fourth quarter and full year 2014 financial results. Participants should dial (877) 201-0168 and use Conference ID# 71880269 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.

About XO Group Inc.

XO Group Inc.’s (NYSE: XOXO; xogroupinc.com) mission is to help people navigate and truly enjoy life’s biggest moments, together. Our multi-platform brands guide couples through transformative life stages - from getting married, to moving in together and having a baby - and include The Knot (#1 wedding planning resource), The Bump, (a leading pregnancy and parenting brand), and The Nest (the hip guide to all things home for new couples). 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 GAAP net income (loss) adjusted to exclude, if applicable: (1) income tax expense (benefit), (2) depreciation and amortization, (3) stock-based compensation expense, (4) asset impairment charges, (5) (gain) loss in equity interests, (6) interest and other income (expense), net and (7) other items affecting comparability during the period.

• Adjusted net income represents GAAP net income (loss), adjusted items that impact comparability for incremental or unusual costs incurred in the current period, which may include: (1) asset impairment charges, (2) executive separation and other severance charges 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 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. 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) and net income (loss) per diluted share and net cash provided by operating activities as indicators of operating performance.

A reconciliation of 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

Investor Presentation | March 2015

2 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. 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, mobile and other digital properties 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 ) efforts to launch new or upgrading existing technology and features may not generate significant new revenue or may reduce revenue from existing services, ( v) we may be unable to develop solutions that generate revenue from advertising and other services delivered to mobile phones and wireless devices, ( vi) the significant fluctuation to which our quarterly revenue and operating results are subject, ( vii ) the seasonality of the wedding industry, (viii) our operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (ix ) the dependence of our registry and commerce services business on third parties, and ( x) 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 23, 24 and 25 of this presentation. 2

3 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Investment Opportunity 3 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 Strategic Transformation Underway • Evolving our wedding vendor marketplace • Investing in our business and invigorating our product roadmap • Rigorous examination and decisive action to improve performance • Experienced, focused management team

4 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. XO Group at a Glance 4 $143.7M $24.6M 641 #1 $ 53.8M 85.2% Our mission is to help people navigate and truly enjoy life’s biggest moments, together. Our multi - platform brands guide couples through transformative life stages - from getting married, to moving in together and having a baby. 18 years * The Bump brand represented 7 % of total revenue during 2013 ** Number of employees as of 09/30/14 9% of revenue 2014 Revenue (+7% Y/Y) 2014 Adjusted EBITDA Employees* Online Wedding Property with Growing Visitors Free cash flow generated over last 3 years 2014 Gross Margin Growing Baby Property Founded in 1996 *Number of employees as of 12/31/14

5 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Business Overview 5 Local Online 41% National Online 21% Publishing/ Other 20% E - Commerce 11% Registry 7% 2014 Revenue by Business Line 90% 9% 1% 2014 Revenue by Brand** 2014 Revenue $143.7M +7.4% Y/Y Local Online Delivering qualified leads to local vendors; foundation for our wedding vendor marketplace • ~ 24,800 vendors*, ~$2,500 avg * revenue/vendor, ~ 78% retention* National Online Brand advertising to endemic and non - endemic advertisers • The Bump national online revenue up 57% year - over - year 2014 Publishing Other Delivering award winning content and ads in local and national markets • The Knot National magazine, regional magazines & The Bump magazine; books Registry Service Affiliate partnerships with top online wedding registries • Revenue growth +24% year - over - year 2014; Merchandise Connecting our audience to goods and services through our commerce affiliate partners • Committed to exit fulfillment operations by end of Q1 2015 *As of 12/31/14; avg revenue/vendor and retention rate calculated on a trailing 12 month basis ** Ijie revenue included as part of The Knot

6 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. The Knot: # 1 in Weddings Source: XO Group market research; Pew Research Center/ American Community Survey (ACS) by U.S. Consensus Bureau; Unique Visitor Source: comScore Multi Platform * Includes engagement ring but does not include honeymoon 5.9 2.8 1.5 1.3 0.7 0.7 Does not meet minimum reporting requirements 2014 Unique Visitors Monthly Average (in millions) with Year - Over - Year % Growth 92% ( 18%) (12%) (11%) +15% +11% Does not meet minimum reporting requirements *United States Census Bureau American Community Survey and The 2013 Knot Market Intelligence’s Annual Real Weddings Survey *

7 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. 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 and 2014. *NCHS National Vital Health Statistics Reports and USDA report - expenditures on children The Bump: Growing Baby Platform 7 0.5 1.0 1.2 1.7 1.5 3.0 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 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 * 2014 Development team focused on mobile apps (not included by ComScore. New responsive site launched February 2015

8 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Strategic Transformation to Accelerate Growth 8

9 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. The Knot Wedding Vendor Marketplace Initiatives 9 Strategic Investments/Roadmap x Robust user 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 □ Enhance actions to connect brides and vendors, e.g. request price, book tour, etc. Strategic investments will enable true marketplace connections, unleashing new vendor leads, higher vendor spend, and new revenue models Assets x ~24,800 paying vendors with robust profiles x Detailed vendor analytics to demonstrate 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 x Relaunch of TheKnot.com desktop & mobile site to replicate success of apps □ Full integration of Two Bright Lights Local vendor count as of 9/30/14 x The Knot Pro app closes loop between vendors and interested brides (Q3 2014) x Grow to 200,000+ vendors by adding unpaid listings (Q4 2014) x Expand unpaid listing information * Vendor count as of 12/31/14

10 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. …vendors As of 9/30/14; Wedding vendors and spend on local services estimates based on XO Group Market Research; * www.sba.gov XO Group Paying Vendors ~24,800* 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. Wedding Vendor Marketplace Creates Opportunity to Capture Larger Share of… 10 * Vendor count as of 12/31/14

11 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. • Local online - transition to digital marketplace • The Bump online • Registry and commerce Invest in Growth • National online • Publishing Sustain Positive Momentum • Ijie - Disposed of in December 2014 • E - Commerce - committed to exit wedding supplies fulfillment operations by end of Q1 2015…transitioning to a commerce partnership model Decisive Action Taken to Address Under - Performing/Non - Core Assets Focused on assets with high performance and potential Our Business Strategy

12 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. • Local online - transition to digital marketplace • The Bump online • Registry Invest in Growth • National online • Publishing Sustain Positive Momentum • Ijie - committed to exit by end of 2014 • E - Commerce - committed to exit wedding supplies fulfillment operations by end of Q1 2015 Under Review/Resolution Focus on assets with high performance and potential; Taking decisive action to address under - performing/non - core assets Asset Assessment 12

13 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Invigorated Product Roadmap – Website Relaunch * Source Google Analytics – July 2014

14 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. I nvigorated Product Roadmap – Apps * Source Google Analytics – July 2014 The Bump Pregnancy App The Bump Baby App The Knot Wedding Lookbook The Knot Pro for Wedding Professionals The Knot Wedding Planner

15 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Investment in Our Business 15 2014 operating expense spend of roughly $10.0 million above historical run rate, excluding items impacting comparability • 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 Continued investment into 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 for the employees in the Los Angeles off ice ($70k in product and content development, $506k in sales and marketing, and $778k in general and administrative) Q3’14 opex includes a favorable adjustment related to foreign VAT, interest and penalties in general and administrative in the amount of $592k; Q4’14 opex includes charges related to the shut down of our Wedding Supplies Fulfillment operations in the amount of $572K ($25K in P&C, $179K in S&M $60K in G&A, impairment $308), and charges re lated to executive separation in the amount of $733K ($335K in P&C and $396K in G&A). ($ MM US GAAP) 2012 FY Q1 2013 Q2 2013 Q3 2013 Q4 2013* 2013 FY Q1 2014* Q2 2014 Q3 2014* Q4 2014* 2014 FY Product and Content $26.2 $6.9 $7.1 $7.1 $8.8 $29.9 $ 8.9 $8.8 $8.6 $9.5 $35.8 y/y 8.0% 4.2% 3.8% 5.0% 46.1% 13.9% 29.1% 23.8% 20.6% 9.0% 19.9% Sales and Marketing 40.2 10.0 10.1 9.5 10.1 39.7 11.1 10.7 10.8 11.7 44.3 y/y 3.9% ( 10.6%) ( 1.8%) 4.7% 4.2% (1.3%) 11.4% 5.8% 13.8% 15.6% 11.6% General and Administrative 21.0 4.8 5.3 5.7 7.2 23.1 7.1 6.3 5.4 6.8 25.6 y/y 1.5% ( 14.5%) ( 2.5%) 5.2% 61.5% 10.0% 46.6% 20.1% (6.2%) (5,6%) 11.0% Depreciation and Amortization 3.9 1.1 1.1 1.1 1.5 4.8 1.7 1.8 1.9 1.6 7.0 y/y (17.6%) 16.6% 23.6% 24.0% 30.9% 24.1% 52.0% 61.3% 73.8% 6.2% 45.0% Long - Lived Impairment Charges 1.0 - - - 1.4 1.4 - - - 0.8 0.8 y/y 33.8% - - (100%) 100% 49.3% - - - (41.5%) (41.5%) Total $92.3 $ 22.8 $23.6 $ 23.5 $ 29.1 $98.9 $ 28.7 $27.7 $26.7 $30.5 $113.6 y/y 3.6% (6.4%) 0.7% 1.3% 36.1% 7.2% 26.2% 17.1% 13.7% 5.0% 14.8% Investment Mode Steady State

16 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Leadership Team Dhanusha Sivajee EVP, Marketing • 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) Gillian Munson Chief Financial Officer • Joined XO Group in Nov. 2013 • MD at Allen & Co ( 2007 - 13 ) • VP Business Development at Symbol Technologies (2003 - 07 ) • Executive Director and Senior Equity Analyst at Morgan Stanley Jennifer Garrett EVP, National Enterprise • Joined XO Group in Feb 2014 • Spent 12 years at Viacom Inc., in senior sales roles at Nickelodeon and MTV Networks International Kathy Wu Brady EVP, E - Commerce and Registry • 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 Kristin Savilia EVP, Local Enterprise • Joined XO Group in July 2005 (EVP of Local Enterprise since 2010) • Executive Director of Bridal & Gift Registry at Linens ’n Things (1999 - 2005) Mike Steib Chief Executive Officer and President • Appointed CEO of XO Group March 2014; joined July 2013 • CEO at Vente - Privee USA (2011 - 13 ) • Managing Director Emerging Platforms; Google Inc. (2007 - 11 ) • General Manager at NBC Universal Rob Fassino Chief Product Officer • 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) Nic Di Iorio Chief Technology Officer • Chief Technology Officer since February 2008 • Cofounder and CEO of City24/7 LLC from ( 2006 - 08 ), where he remains a member of the Advisory Board • Chief Technology Officer of the Interpublic Group of Companies (IPG)

17 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Financials

18 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. $49.9 $54.4 $59.1 $26.6 $27.2 $30.5 $6.2 $7.9 $9.8 $21.4 $18.4 $16.2 $25.1 $25.8 $28.1 2012 Revenue 2013 Revenue 2014 Revenue Local Online National Online Registry eCommerce $ 129.1 $ 133.8 $ 143.7 Solid Financial Foundation 18 $25.5 $26.7 $ 24.6 2012 2013 2014 $22.5 $16.3 $14.9 2012 2013 2014 *excludes incremental expenses please see non - GAAP reconciliation slide for more details 2013 and 2014 FCF y/y decrease driven by an increase in capital expenditures and a lower cash flow from operations – Funding product transformation Adj. EBITDA ($MM ) Free Cash Flow (FCF) ($MM) $MM

19 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Long - Term Target Financial Model 19 $MM 2008 - 2013 FY 2013 FY 2014 Target Model Net revenue y/y growth 5% CAGR 4% 7% Double digit growth Gross Margin % 81.0 % avg. 83.3% 85.2% 90 - 95% Adj. EBITDA Margin % 17.5% avg. 20% 17 % 20% at least

20 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Summary Income Statement ($M) 12 months ended 12/31/14 12 months ended 12/31/13 Revenue $143.7 $133.8 Gross Profit $122.5 $111.4 Margin 85.2% 83.3% Operating Income $8.9 $12.5 Net Income $0.5 $5.8 Wgt. Avg. (FD) Shares 25.6 25.6 Earnings per Share / (Loss per share) $0.02 $0.23 2014 GAAP Financial Performance

21 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Capital Allocation Priorities Capital Allocation Areas • Internal investments • In the midst of investment cycle: opex to grow at rates larger than revenue growth rates • Strategic acquisitions and investments • Assets that accelerate marketplace transformation • Opportunistic stock buybacks • $ 20 million authorization; used ~1.6 million during 2014 • Repurchased ~$6 million during January and February 2015

22 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Investment Opportunity 22 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 Strategic Transformation Underway • Evolving our wedding vendor marketplace • Investing in our business and invigorating our product roadmap • Rigorous examination and decisive action to improve performance • Experienced, focused management team

23 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Questions? Contact ir@xogrp.com

24 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP to NON - GAAP Financial Measures: 2012 - 2014

25 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP to NON - GAAP Financial Measures : Q4 and Full Year 2014 (a) Costs impacting comparability included in operating expenses on the consolidated statements of operations for the year ended December 31, 2014 include executive separation and other severance charges of approximately $2.1 million, representing (i) separation payments for certain executive officers and (ii) severance charges for the employees in our Lo s Angeles office. Of the total executive separation and severance charges, $0.4 million was recorded in Product and content development, $0.5 million in Sales and marketing and $1.2 million in General and administrative. Costs impacting comparability for the year ended December 31, 2013 include severance of $0.4 million recorded in General and administrative for a former executive of the Company. (b) Included in "General and administrative" expenses on the consolidated statements of operations for the year ended December 31, 2014 are favorable adjustments for foreign value -added tax ("VAT"), interest and penalties of $0.6 million and for the year ended December 31, 2013 an unfavorable adjustment for VAT, interest and penalties of $0.9 million. (c) Included in Interest and other income (expense) on the consolidated statements of operations for the three months and year ended December 31, 2014 is a $1.8 million loss on the disposition of the Company's China wedding content and publishing operations. (d) Costs impacting comparability included in operating expenses on the consolidated statements of operations for the three months and year ended December 31, 2014 included (i) severance of approximately $ 0.3 million related to the closure of the Company's merchandising warehouse in Redding, CA and (ii) asset impairment charges of approximately $0.3 million. Of the total severance charges, $26,000 was recorded in Product and content development, $179,000 in Sales and marketing and $60,000 in General and administrative. (e) Impairment of equity interest of $1.8 million is included in "Loss in equity interests" on the conso lidated statements of operations for the twelve months ended December 31, 2013. (f) Adjusted provision for income taxes was calculated using an effective tax rate of 42.5% for 2014 periods and 41.0% for 2013 periods both of which excludes discrete items. XO GROUP INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Amounts in Thousands, Except for Per Share Data) (Unaudited) Three Months Ended December 31, Twelve Months Ended December 31, 2014 2013 2014 2013 Net income (loss) $(3,993) $(3,068) $462 $5,794 Income tax expense (benefit) 2,912 (615) 6,463 4,841 Depreciation and amortization 1,576 1,484 6,969 4,808 Stock-based compensation expense 1,692 2,145 6,139 6,697 Asset impairment charges 530 1,430 530 1,430 (Gain) loss in equity interests (11) 1,842 232 2,016 Interest and other income, net (33) (74) (88) (144) Executive separation and severance charges (a) 733 350 2,087 350 Foreign VAT, interest and penalties (b) - 930 (592) 930 Exit of Ijie operations (c) 1,828 - 1,828 - Exit of warehouse operations (d) 572 - 572 - Adjusted EBITDA $5,806 $4,424 $24,602 $26,722 Depreciation and amortization (1,576) (1,484) (6,969) (4,808) Stock-based compensation expense (1,692) (2,145) (6,139) (6,697) Gain (loss) in equity interests 11 (1,842) (232) (2,016) Interest and other income, net 33 74 88 144 Impairment of equity interests (e) - 1,773 - 1,773 Adjusted income before income taxes 2,582 800 11,350 15,118 Adjusted provision for income taxes (f) 1,097 328 4,824 6,198 Adjusted net income $1,485 $472 $6,526 $8,920 Adjusted net income per diluted share $0.06 $0.02 $0.26 $0.35 Diluted weighted average number of shares outstanding 25,820 25,647 25,589 25,596 Net cash provided by operating activities $8,462 $6,889 $20,015 $22,243 Less: Capital expenditures (1,095) (1,307) (5,068) (5,968) Free cash flow $7,367 $5,582 $14,947 $16,275

26 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP Operating Expenses to NON - GAAP Financial Measures: Q4 2014 vs Q4 2013 2014 2013 $ Var. % Var. Operating Expenses Product & Content Development P&C GAAP 9,546 8,761 785 9% Less:Exit of warehouse operations 26 - Less: Executive separation and severance charges 335 - P&C Adjusted- NON GAAP 9,185 8,761 424 5% Sales & Marketing S&M GAAP 11,725 10,143 1,582 16% Less: Exit of warehouse operations 179 - S&M Adjusted- NON GAAP 11,545 10,143 1,402 14% General & Administrative G&A GAAP 6,839 7,242 (404) -6% Less: Exit of warehouse operations 60 - Less: Executive separation and severance charges 397 350 Less: Foreign VAT, interest and penalties - 930 G&A Adjusted- NON GAAP 6,381 5,963 418 7% Depreciation & Amortization 1,576 1,484 92 6% No Adjustments Impairment Impairment GAAP 836 1,430 (594) -42% Less:Exit of warehouse operations 306 - Less: Asset Impairments 530 1,430 Impairment Adjusted- NON GAAP - - - 0% Total Operating Expenses Adjusted- NON GAAP 28,687 26,350 2,337 9% XO GROUP INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Amounts in Thousands) (Unaudited) Three Months Ended December 31,

27 © 2015 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP Operating Expenses to NON - GAAP Financial Measures – Full Year 2014 vs Full Year 2013 2014 2013 $ Var. % Var. Operating Expenses Product & Content Development P&C GAAP 35,820 29,877 5,943 20% Less: Exit of warehouse operations 26 - Less: Executive separation and severance charges+ 406 - P&C Adjusted- NON GAAP 35,388 29,876.55 5,512 18% Sales & Marketing S&M GAAP 44,330 39,717 4,613 12% Less: Exit of warehouse operations 179 - Less: Executive separation and severance charges+ 506 - S&M Adjusted- NON GAAP 43,645 39,717 3,927 10% General & Administrative G&A GAAP 25,617 23,074 2,543 11% Less: Exit of warehouse operations 60 - Less: Executive separation and severance charges 1,175 350 Less: Foreign VAT, interest and penalties and other (592) 930 G&A Adjusted- NON GAAP 24,974 21,794 3,179 15% Depreciation & Amortization 6,969 4,808 2,161 45% No Adjustments Impairment Impairment GAAP 836 1,430 (594) -42% Less: Exit of warehouse operations 306 - Less: Asset Impairments 530 1,430 Impairment Adjusted- NON GAAP 0 - 0 0% Total Operating Expenses Adjusted- NON GAAP 110,975 96,196 14,780 15% XO GROUP INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES Tweleve Months Ended December 31, (Amounts in Thousands) (Unaudited)