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 2, 2016

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 3, 2016, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter and year ended December 31, 2015. 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.

Approval of 2016 Executive Incentive Plan

On March 2, 2016, the Compensation Committee of the board of directors of the Company approved the adoption of the 2016 Executive Incentive Plan (the “2016 EIP”), which will be subject to the approval of the stockholders of the Company at the Company’s 2016 Annual Meeting of Stockholders. Section 162(m) of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and guidance promulgated thereunder require that the Company’s stockholders approve the material terms of the 2016 EIP in order to grant fully deductible, performance-based bonuses to the covered employees thereunder. The purpose of the 2016 EIP is to motivate and reward eligible employees for their contributions towards the achievement by the Company of certain objective performance goals related to the Company’s financial and operational performance. Certain officers and key employees of the Company will be eligible to participate in the plan as determined by the Compensation Committee of the board of directors. Awards under the 2016 EIP to each participant will be based on an individual incentive target for the performance period established by the Compensation Committee and the satisfaction of the applicable performance goal(s) determined by the Compensation Committee for such performance period. If approved by the stockholders, the 2016 EIP will be effective for performance periods beginning in the year ending December 31, 2016. The 2016 EIP does not have a fixed termination date and may be terminated by the Compensation Committee at any time, provided that such termination will not affect the payment of any awards accrued under the 2016 EIP prior to the time of termination. All awards to participants will be based on actual performance during the fiscal year ending in 2016 (and future fiscal years) and will be made at the discretion of the Compensation Committee.

Item 7.01 Regulation FD Disclosure.

On March 3, 2016, 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 3, 2016.

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 3, 2016	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated March 3, 2016.

99.2 Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

Conference Call Thursday, March 3, 2016 at 4:30 p.m. ET, Dial-In (877) 201-0168 (ID# 23480879)

XO Group Reports Fourth Quarter and Full Year 2015 Financial Results;

- Revenue excluding merchandise operations increased 12.0% in the fourth quarter and 10.2% year-over-year

- Fourth quarter GAAP loss per share was $(0.09)

- Fourth quarter NON-GAAP earnings per share were $0.11

NEW YORK, March 3, 2016 - 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, 2015. 

Total revenue for the fourth quarter of 2015 was $38.1 million, up 2.9% compared to the same period in the prior year. Excluding revenue from the Merchandise operations, a business that was exited during the first quarter of 2015, fourth quarter revenue increased 12.0% compared to the prior year. Net loss for the quarter was $(2.2) million or $(0.09) per share compared to a loss per share of $(0.16) in the prior year quarter. Non-GAAP earnings per share for the quarter were $0.11 compared to $0.06 in the prior year quarter. The Company’s balance sheet at December 31, 2015 reflects cash and cash equivalents of $88.5 million compared to $90.0 million at December 31, 2014. During the fourth quarter of 2015, the Company paid $6.1 million to acquire the remaining ownership interests in GigMasters.com Incorporated (“GigMasters”). Prior to the acquisition, the Company owned 28.7% of GigMasters, on a fully diluted basis.

"Thanks to the commitment and grit of our team, and the support of our investors, we achieved our goals of delivering best-in-class digital products, increasing the growth rates of our core media businesses, and significantly accelerating the growth of our transactional revenue streams.  We are excited to continue to execute the plan we have committed to our shareholders in the years ahead, "said Mike Steib, Chief Executive Officer.

“For the year, we delivered a solid financial performance, including recognizing over $100 million of online advertising revenue and adjusted EBITDA of $29 million, both of which are the highest in our company’s history. These results come on top of our continued investment in our longer-term initiatives,” said Gillian Munson, Chief Financial Officer.

Long-Term Financial Targets

The Company is reiterating its long-term financial targets of double digit revenue growth rates, gross margins of approximately 90-95%, and adjusted EBITDA margins of at least 20%.

XO GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three months ended December 31,						Twelve months ended December 31,
	2015			2014			2015			2014
Net revenue:
National online advertising	$	10,545		$	8,679		$	35,764		$	30,456
Local online advertising		17,481			15,348			65,941			59,093
Online advertising	$	28,026		$	24,027		$	101,705		$	89,549
Transactions		3,434			1,982			14,700			10,370
Merchandise		—			3,007			878			15,908
Publishing and other		6,686			8,040			24,361			27,837
Total net revenue		38,146			37,056			141,644			143,664
Cost of revenue:
Online advertising		647			433			2,235			1,770
Merchandise		—			2,808			881			10,914
Publishing and other		2,189			2,591			7,271			8,511
Total cost of revenue		2,836			5,832			10,387			21,195
Gross profit		35,310			31,224			131,257			122,469
Operating expenses:
Product and content development		11,051			9,546			40,351			35,820
Sales and marketing		11,737			11,724			43,420			44,330
General and administrative		6,345			6,839			24,440			25,617
Asset impairment charges		245			836			266			836
Depreciation and amortization		1,517			1,576			5,544			6,969
Total operating expenses		30,895			30,521			114,021			113,572
Income from operations		4,415			703			17,236			8,897
Loss in equity interests		729			11			520			(232	)
Interest and other income (expense), net		(3,972	)		(1,795	)		(4,023	)		(1,740	)
Income before income taxes		1,172			(1,081	)		13,733			6,925
Income tax expense		3,330			2,912			8,269			6,463
Net income	$	(2,158	)	$	(3,993	)	$	5,464		$	462
Net income per share:
Basic	$	(0.09	)	$	(0.16	)	$	0.22		$	0.02
Diluted	$	(0.09	)	$	(0.16	)	$	0.21		$	0.02
Weighted average number of shares used in calculating net earnings per share:
Basic		25,174			25,363			25,164			25,210
Diluted		25,174			25,363			25,530			25,589

XO GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	December 31, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	88,509		$	89,955
Accounts receivable, net		20,475			15,785
Deferred tax assets, net		—			3,052
Prepaid expenses and other current assets		5,341			4,696
Total current assets		114,325			113,488
Long-term restricted		2,598			2,600
Property and equipment, net		13,251			15,125
Intangible assets, net		4,817			1,687
Goodwill		47,396			41,871
Deferred tax assets, net		11,578			13,110
Investments		2,719			5,501
Other assets		57			200
Total assets	$	196,741		$	193,582
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	12,163		$	12,463
Deferred revenue		18,640			16,236
Total current liabilities		30,803			28,699
Deferred rent		4,486			5,167
Other liabilities		1,985			1,790
Total liabilities		37,274			35,656
Stockholders’ equity:
Preferred stock		—			—
Common stock		264			267
Additional paid-in-capital		173,564			171,951
Accumulated other comprehensive income		—			35
Accumulated deficit		(14,361	)		(14,327	)
Total stockholders’ equity		159,467			157,926
Total liabilities and stockholders’ equity	$	196,741		$	193,582

XO GROUP INC.

NON-GAAP TABLE

For the Years Ended December 31, 2015 and 2014

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

Years Ended December 31,
2015											2014
GAAP		Non-GAAP									GAAP		Non-GAAP
Net Income		Adj.			Adj. Net Income		Adj.		Adj. EBITDA		Net Income		Adj.			Adj. Net Income		Adj.			Adj. EBITDA
$	5,464	$	5,137		$	10,601	$	18,871	$	29,472	$	462	$	6,064		$	6,526	$	18,076		$	24,602
		4,000			a		7,067		f				2,400			k		6,969			h
		434			b		5,992		g				2,087			l		6,139			g
		266			c		5,544		h				1,639			e		4,824			f
		(765		)	d		245		i				530			c		232			i
		1,202			e		23		j				(592		)	m		(88		)	j
		$	5,137				$	18,871					$	6,064				$	18,076
Amounts per Share - Diluted
$	0.21	$	0.21		$	0.42					$	0.02	$	0.24		$	0.26
Weighted Average Number of Shares Outstanding - Diluted
25,530		25,530			25,530						25,589		25,589			25,589

(a) To eliminate Touch Media impairment expense, included in Interest and other income (expense), net.

(b) To eliminate costs associated with the exit of our merchandising operations, including (i) severance of approximately $0.2 million recorded in general and administrative and (ii) rent acceleration and other closure costs of $0.2 million recorded in sales and marketing.

(c) To eliminate impairment charges included in Asset Impairment Charges.

(d) To eliminate a gain on our existing equity method investment in GigMasters, included in Gain (Loss) in Equity Interests.

(e) To adjust income tax expense to our effective tax rate, excluding discrete items, of 40.0% and 42.5%, for the years ended December 31, 2015 and 2014, respectively.

(f) To eliminate adjusted income tax expense.

(g) To eliminate stock-based compensation expense.

(h) To eliminate depreciation and amortization expense.

(i) To eliminate (gain)loss in equity interests.

(j) To eliminate interest and other income, net.

(k) To eliminate costs associated with the exit of our merchandise and Ijie operations, including (i) $1.8 million loss on the disposition of our Ijie operations, included in Interest and Other Income (Expense), net, (ii) severance of approximately $0.3 million related to the closure of our merchandise operations and (iii) 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.

(l) To eliminate executive separation and severance charges, including (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.

(m) To eliminate a favorable adjustment for foreign value-added tax ("VAT"), interest and penalties of $0.6 million, included in general and administrative.

XO GROUP INC.

NON-GAAP TABLE

For the Quarters Ended December 2015 and 2014

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

Quarters Ended December 31,
2015													2014
GAAP			Non-GAAP										GAAP			Non-GAAP
Net Income			Adj.			Adj. Net Income		Adj.			Adj. EBITDA		Net Income			Adj.		Adj. Net Income		Adj.			Adj. EBITDA
$	(2,158	)	$	4,949		$	2,791	$	5,126		$	7,917	$	(3,993	)	$	5,478	$	1,485	$	4,321		$	5,806
			4,000			a		1,861			f					2,400		k		1,576			h
			—			b		1,740			g					733		l		1,692			g
			245			c		1,517			h					1,815		e		1,097			f
			(765		)	d		36			i					530		c		(11		)	i
			1,469			e		(28		)	j					—		m		(33		)	j
			$	4,949				$	5,126							$	5,478			$	4,321
Amounts per Share - Diluted
$	(0.09	)	$	0.20		$	0.11						$	(0.16	)	$	0.22	$	0.06
Weighted Average Number of Shares Outstanding - Diluted
Basic			Diluted										Basic			Diluted
25,174			25,538			25,538							25,363			25,821		25,821

(a) To eliminate Touch Media impairment expense, included in Interest and other income (expense), net.

(b) To eliminate costs associated with the exit of our merchandising operations, including (i) severance of approximately $0.2 million recorded in general and administrative and (ii) rent acceleration and other closure costs of $0.2 million recorded in sales and marketing.

(c) To eliminate impairment charges included in Asset Impairment Charges.

(d) To eliminate a gain on our existing equity method investment in GigMasters, included in Gain (Loss) in Equity Interests.

(e) To adjust income tax expense to our effective tax rate, excluding discrete items, of 40.0 and 42.5%, for the years ended December 31, 2015 and 2014, respectively.

(f) To eliminate adjusted income tax expense.

(g) To eliminate stock-based compensation expense.

(h) To eliminate depreciation and amortization expense.

(i) To eliminate (gain)loss in equity interests.

(j) To eliminate interest and other income, net.

(k) To eliminate costs associated with the exit of our merchandise and Ijie operations, including (i) $1.8 million loss on the disposition of our Ijie operations, included in Interest and Other Income (Expense), net, (ii) severance of approximately $0.3 million related to the closure of our merchandise operations and (iii) 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.

(l) To eliminate executive separation and severance charges, including (i) separation payments for certain executive officers and (ii) severance charges for the employees in our Los Angeles office. For the three months ended December 31, 2014, of the total executive separation and severance charges, $0.3 million was recorded in product and content development,  and $0.4 million in general and administrative.

(m) To eliminate a favorable adjustment for foreign value-added tax ("VAT"), interest and penalties of $0.6 million, included in general and administrative.

XO GROUP INC.

SUPPLEMENTAL DATA TABLES (UNAUDITED)

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three months ended December 31,						Twelve months ended December 31,
	2015			2014			2015			2014
Net cash provided by operating activities	$	8,989		$	8,462		$	20,548		$	20,015
Less: capital expenditures		(772	)		(1,095	)		(3,549	)		(5,068	)
Free cash flow	$	8,217		$	7,367		$	16,999		$	14,947

TheKnot.com Local Online Advertising Metrics	Q4 2015	Q4 2014
Vendor Count(a)	24,340	22,694
Retention Rate(a);(b)	73.8%	78.3%
Avg. Revenue/Vendor(a)	$2,628	$2,527
Vendor Count at End of Period	25,106	24,764

(a) Calculated on a trailing twelve-month basis.

(b) Previously disclosed as churn rate. Retention rate calculated as one less churn rate.

Stock Based Compensation

The Company included total stock-based compensation expense related to all its stock awards in various operating expense categories for the three and twelve months ended December 31, 2015 and 2014, as follows:

	Three months ended December 31,				Twelve months ended December 31,
	2015		2014		2015		2014
	(In Thousands)
Product and content development	$	546	$	569		1,817		2,020
Sales and marketing		372		468		1,384		1,533
General and administrative		822		655		2,791		2,586
Total stock-based compensation	$	1,740	$	1,692	$	5,992	$	6,139

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Thursday, March 3, 2016, to discuss its fourth quarter and full year 2015 financial results. Participants should dial (877) 201-0168 and use Conference ID# 23480879 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 enjoy life's biggest moments, together. Our family of multi-platform brands guide people through transformative lifestages, from getting married to moving in together and having a baby. Our brands include The Knot, the number one 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 (NYSE: 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 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 operating results may fluctuate, are difficult to predict and could fall below expectations, (ii) our transactions business is dependent on third party participants, whose lack of performance could adversely affect our results of operations, (iii) our ongoing investment in new businesses and new products, services, and technologies is inherently risky, and could disrupt our ongoing business and/or fail to generate the results we are expecting, (iv) we may be unable to develop solutions that generate revenue from advertising and other services delivered to mobile phones and wireless devices, (v) our businesses could be negatively affected by changes in Internet search engine algorithms, (vi) intense competition in our markets may adversely affect revenue and results of operations, (vii) we may be subject to legal liability associated with providing online services or content, (viii) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace, (ix) we are subject to payments-related risks, (x) we cannot assure you that our publications will be profitable, 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 U.S. generally accepted accounting principles (“GAAP” or “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) 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 for 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, (3) non-recurring foreign taxes, interest and penalties and (4) costs related to exit activities.

• 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 (loss), adjusted net income (loss) 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

Director, Investor Relations

(212) 219-8555 x1004

IR@xogrp.com

EX-99.2

Exhibit 99.2

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 1 Investor Relations Presentation March 3, 2016

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 2 This presentation may contain projections or other forward - looking statements regarding future events or our future financial pe rformance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and exp ect ations. 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 inte rna l projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may chang e, 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 th at information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward - looking statements c ontained herein include, without limitation, ( i ) our operating results may fluctuate, are difficult to predict and could fall below expectations , (ii) our transactions business is dependent on third party participants, whose lack of performance could adversely affect our results of operations , (iii) our ongoing investment in new businesses and new products, services, and technologies is inherently risky, and could disrupt our ongoing bus iness and/or fail to generate the results we are expecting , (iv) we may be unable to develop solutions that generate revenue from advertising and other services delivered to mobile phones and wireless devices , (v) our businesses could be negatively affected by changes in Internet search engine algorithms , (vi) intense competition in our markets may adversely affect revenue and results of operations , (vii) we may be subject to legal liability associated with providing online services or content , (viii) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace , (ix) we are subject to payments - related risks , (x) we cannot assure you that our publications will be profitable , 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 Litiga tio n Reform Act of 1995. This presentation includes certain "Non - GAAP financial information." A reconciliation of such information the most directly comparable GAAP data can be found at the end of this presentation. SAFE HARBOR

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 3 ATTRACTIVE FINANCIAL PROFILE LEADER IN LARGE MARKET • #1 online wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 19 years • Diversified revenue streams • ~80% of the executive management team assembled over the past 2.5 years - ~50 % of the broader leadership team assembled over the past 2.5 years • Revamped business operations • Upgraded user products and underlying technology • Expanding market opportunity with new offerings • Balanced capital allocation while transforming business • New double digit revenue growth target model - CAGR 2010 – 2015 5 % • New adjusted EBITDA margin target of 20%+ - While investing in the company, delivered adjusted EBITDA margin of 19% from 2014 - 2015 STRATEGIC TRANSFORMATION UNDERWAY INVESTMENT OPPORTUNITY

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 4 Our mission is to help people navigate and truly enjoy life’s biggest moments, TOGETHER. Our family of multi - platform brands guide couples through transformative lifestages , from getting married, to moving in together and having a baby.

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 5 XO GROUP AT A GLANCE 2015 Total Revenue $142M and Respective % of Revenue 2015 Revenue (1%) y/y 2015 Revenue excluding Merchandise +10% y/y $29M 2015 Adj. EBITDA 660 Employees ** $ 89M Cash & Cash Equivalents** * Includes revenue earned from GigMasters.com and other ancillary brands and sites; **as of December 31, 2015 The Nest: 1% The Bump: 10% The Knot:* 89% Local Online: 47% National Online: 2 5 % Publishing + Other: 1 7 % Transactions: 1 0 % Merchandise (exited Q1 2015): 1% Full Year 2015 Revenue by Brand

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 6 2013 - 2015: STRATEGIC TRANSFORMATION UNDERWAY Focus, Leadership, Product & Operational Excellence Revamped executive & leadership team Evaluated & took decisive action on non - core assets [disposed of Ijie (The Knot China) & Merchandise operations] Greatly improved our product and technology Made capital allocation a priority and set target financial model

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 7 MIKE STEIB Chief Executive Officer Google Inc. NBC Universal McKinsey GILLIAN MUNSON Chief Financial Officer Allen & Co. Symbol Technologies Morgan Stanley KRISTIN SAVILIA President , Local Marketplace Linens ’n Things Macy’s NIC DI I ORIO Chief Technology Officer City 24/7 LLC Interpublic Group of Companies (IPG) BRENT TWORETZKY EVP , Product KATHY WU BRADY EVP , E - Commerce, Registry, and Guest Services DHANUSHA SIVAJEE EVP , Marketing JENNIFER GARRETT EVP , National Enterprise Viacom Inc. Mayer Brown AOL Brand Group Bloomberg Mobile HBO Vente - Privee USA AOL NBC Universal Udacity Chegg WebMD MICHELLE DVORKIN EVP , Human Resources AppNexus Lot18 AOL LEADERSHIP TEAM

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 8 -10% 0% 10% 20% 2012 2013 2014 2015 Year - Over - Year Growth Rates Revenue Non-GAAP Opex In the midst of investment cycle: operating expenses to grow at higher rates than revenue growth rates [2013 - 2014] Acqui - hired two award winning mobile development teams (~$1M) [2014] Acquired (~$5M) [Q3 2015] Invested in & vendor services company ($2.5M) [Oct. 2015] Acquired (~$6M*) INTERNAL INVESTMENTS STRATEGIC ACQUISITIONS & INVESTMENTS OPPORTUNISTIC STOCK BUYBACKS $20M authorization Repurchased $1.6M during 2014 Repurchased $8.8 million during 2015 CAPITAL ALLOCATION PRIORITIES * For the remaining 72% of GigMasters that XO Group did not own. The total acquisition price for GigMasters is $8.5 million in cash for complete ownership of the company.

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 9 BRIDES ARE OBSESSED WITH What do brides love more than planning their wedding ? Planning with The Knot. Featuring XO Employee Lindsey Perdeck , Wedding Date: December 17, 2016

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 10 $14,006 $4,711 $4,350 $2,141 $1,973 $4,032 WEDDING MARKET 1 United States Census Bureau American Community Survey and The 2014 The Knot Market Intelligence’s Annual Real Weddings Survey 2 2014 Real Weddings Study Avg. Cost Of A Wedding 1 ~$30K Includes engagement ring, but does not include honeymoon Local Wedding Vendors ~300K Annual Weddings Per Year ~1.8M Avg. Number Of Guests Per Wedding 136 Wedding Industry Market Size $70B+ Includes day - of wedding vendors, jewelry, registry, honeymoon and other categories Event/Wedding Planner Venue Band/ DJ Photo/ Video Florist Avg. $ Spent In 2014 [ Top 5 Wedding Verticals] 2 Multiple Verticals

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 11 THE KNOT: #1 IN WEDDINGS Unique Visitor Source: comScore Multi Platform 0 0.6 0.7 1.9 2.2 4.2 9.8 Zola / Loverly / Appy Couple Martha Stewart Weddings MyWedding Brides.com Wedding Bee Wedding Wire Network The Knot Wedding Network [+46%] [(10%)] [+46%] [(16%)] [+52%] 9.7 [+63%] Does not meet minimum reporting requirements Unique Visitors Monthly Average ( I n M illions ) With Year - Over - Year % Growth [12 months ended December 31, 2015]

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 12 IN ADDITION TO MAXIMIZING OUR MEDIA OPPORTUNITY, WE HAVE A LONG - TERM AMBITION TO UNLOCK A SIGNIFICANT MARKET OPPORTUNITY WITH TRANSACTIONS. Advertising Market Transactions + Advertising * image is not intended reflect revenue projections or scale 2015 Online Advertising Revenue Growth: + 14% Y/Y 2015 Transaction Revenue Growth: + 42% Y/Y

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 13 THE WEDDING OPPORTUNITY: TODAY * image is not intended to reflect revenue projections or scale

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 14 THE WEDDING OPPORTUNITY: TOMORROW * image is not intended to reflect revenue projections or scale * Numbers reflect market size, not revenue projections * Data based on internal projections and 2014 Real Weddings Study

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 15 OUR 2015 PROGRESS The cost of love. * image is not intended to reflect revenue projections or scale * Numbers reflect market size, not revenue projections * Data based on internal projections and 2014 Real Weddings Study * Leads data as of December 31, 2015

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 16 Fresh ideas and a supportive community help our parents celebrate the joys of parenthood. PARENTS CAN’T LIVE WITHOUT Featuring XO Employee Vanessa Velazquez Due Date: March 7, 2016

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 17 THE BUMP: GROWING BABY PLATFORM Unique Visitor Source: comScore Multi Platform; *NCHS National Vital Health Statistics Reports and USDA report - expenditures on children **12 months ended December 31, 2015 h *** Numbers reflect market size, not revenue projections ended as of September 30, 2015 10% of REVENUE Growing mobile user - base dramatically expands editorial and advertisers’ reach with innovative products, services and expert advice

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 18 The cost of love. $MM 2008 - 2013 FY 2014 FY 2015 Target Model Net Revenue Y/Y Growth 5% CAGR 7% (1%)* Double digit growth Gross Margin % 80% avg. 85% 93% 90 - 95% Adj. EBITDA Margin % 18% avg. 17% 21% At least 20% FINANCIAL MODEL *2015 Revenue Excluding Merchandise Operations, + 10 % Y/Y

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 19 Summary Income Statement ($M) 3 months ended 12/31/15 3 months ended 12/31/14 Revenue $38.1 $37.1 Gross Profit $35.3 $31.2 Margin 92.7% 84.3% *Adjusted EBITDA $7.9 $5.8 Net Income ($2.2) ($4.0) Earnings per Diluted Share ($0.09) ($0.16) *Non - GAAP Earnings per Diluted Share $0.11 $0.06 Q4 UPDATE • Total revenue increased 3% year - over - year • Total revenue excluding exited Merchandise operations increased 12% year - over - year • Transaction revenue increased 73% year - over - year; 60% of the increase was driven by registry services • Non - GAAP operating expenses increased 7% year - over - year • Adjusted EBITDA increased 2.9% year - over - year; 21% Adj. EBITDA Margin • $ 88.5 million in cash • Used $6.1 million in cash during the fourth quarter to acquire the remaining interest of GigMasters *Non - GAAP, please see reconciliation at the end of this presentation Summary Balance Sheet ($M) 12/31/15 12/31/14 Cash and cash equivalents $88.5 $90.0 Other current assets 25.8 23.5 Total Assets 196.7 193.6 Debt --- --- Current Liabilities 30.8 28.7 Total Liabilities 37.3 35.7 Total Liabilities and Stockholders’ Equity $196.7 $193.6

© 2015 XO GROUP INC. ALL RIGHTS RESERVED. 20 ATTRACTIVE FINANCIAL PROFILE LEADER IN LARGE MARKET • #1 online wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 19 years • Diversified revenue streams • ~80% of the executive management team assembled over the past 2.5 years - ~50 % of the broader leadership team assembled over the past 2.5 years • Revamped business operations • Upgraded user products and underlying technology • Expanding market opportunity with new offerings • Balanced capital allocation while transforming business • New double digit revenue growth target model - CAGR 2010 – 2015 5 % • New adjusted EBITDA margin target of 20%+ - While investing in the company, delivered adjusted EBITDA margin of 19% from 2014 - 2015 STRATEGIC TRANSFORMATION UNDERWAY INVESTMENT OPPORTUNITY

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 21 Questions? Contact ir@xogrp.com

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 22 Reconciliation of GAAP to NON - GAAP Financial Measures: Q4 2015 & Q4 2014

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 23 Reconciliation of GAAP to NON - GAAP Financial Measures: 2015 & 2014

24 © 2016 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP to NON - GAAP Financial Measures: Operating Expenses Q4, 2015 & 2014

25 © 2016 XO GROUP INC. ALL RIGHTS RESERVED. Reconciliation of GAAP to NON - GAAP Financial Measures: Operating Expenses Full Year, 2015 & 2014

26 © 2016 XO GROUP INC. ALL RIGHTS RESERVED. Supplemental Data (Unaudited) – TheKnot.com Local Advertising Metrics Q4 2015 Q3 2015 Q2 2015 Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014 Vendor Count (b) 24,340 24,117 23,790 23,338 22,694 22,281 21,886 21,677 Retention Rate (c) 73.8% 74.9% 76.4% 78.9% 78.3% 77.2% 74.8% 73.0% Avg. Revenue/Vendor (b) $2,628 $2,582 $2,547 $2,519 $2,527 $2,517 $2,516 $2,497 Vendor Count at the end of the respective period 25,106 25,034 24,619 25,182 24,764 24,304 23,682 23,064 (a) Previously disclosed as Profile Count (b) Calculated on a trailing twelve - month basis. (c) Calculated on a trailing twelve - month basis. Previously disclosed as churn rate. Retention rate calculated as one less churn rate.