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, 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 August 1, 2016, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2016. 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 August 1, 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 August 1, 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: August 1, 2016	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated August 1, 2016.

99.2 Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

Conference Call Monday, August 1, 2016 at 4:30 p.m. ET, Dial-In (877) 201-0168 (ID# 49063237)

XO Group Reports Second Quarter 2016 Financial Results;

- Total revenue increased 7.0% in the second quarter

- Second quarter GAAP net income per diluted share was $0.15

- Second quarter non-GAAP net income per diluted share was $0.14

NEW YORK, August 1, 2016 - XO Group Inc. (the “Company”) (NYSE: XOXO, xogroupinc.com), today reported financial results for the three months ended June 30, 2016.

Total revenue for the second quarter of 2016 was $38.7 million, up 7.0% compared to the same period in the prior year. Net income for the quarter was $3.8 million or $0.15 per diluted share compared to diluted earnings per share of $0.13 in the same period in the prior year. Non-GAAP net income per diluted share for the quarter was $0.14 compared $0.13 to in the prior year quarter. The Company’s balance sheet at June 30, 2016 reflects cash and cash equivalents of $96.7 million compared to $88.5 million at December 31, 2015. The Company repurchased and retired shares of its common stock for an aggregate price of $1.4 million during the quarter as part of the Company’s authorized repurchase program.

“I’m really proud of the team’s work during the quarter. Our national online advertising business delivered solid results, our guest products are continuing to drive value for our users and partners, and our recent marketplace product launches are starting to gain traction,” said Mike Steib, Chief Executive Officer.

Long-Term Financial Targets

The Company is reiterating its long-term financial targets of double digit revenue growth rates and gross margins of approximately 90-95%, yielding 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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net revenue:
Online advertising	$	26,218		$	24,725		$	53,055		$	48,641
Transactions		6,431			4,163			10,635			6,457
Merchandise		—			—			—			878
Publishing and other		6,059			7,302			10,687			12,816
Total net revenue		38,708			36,190			74,377			68,792
Cost of revenue:
Online advertising		684			551			1,184			905
Merchandise		—			—			—			881
Publishing and other		2,072			2,295			3,182			3,715
Total cost of revenue		2,756			2,846			4,366			5,501
Gross profit		35,952			33,344			70,011			63,291
Operating expenses:
Product and content development		10,814			9,845			21,774			19,399
Sales and marketing		11,513			10,382			23,227			21,004
General and administrative		5,833			6,071			12,030			12,161
Depreciation and amortization		1,641			1,421			3,235			2,666
Total operating expenses		29,801			27,719			60,266			55,230
Income from operations		6,151			5,625			9,745			8,061
Loss in equity interests		(37	)		(30	)		(181	)		(36	)
Interest and other expense, net		(18	)		(25	)		(19	)		(48	)
Income before income taxes		6,096			5,570			9,545			7,977
Income tax expense		2,331			2,259			2,755			3,221
Net income	$	3,765		$	3,311		$	6,790		$	4,756
Net income per share:
Basic	$	0.15		$	0.13		$	0.27		$	0.19
Diluted	$	0.15		$	0.13		$	0.26		$	0.19
Weighted average number of shares used in calculating net earnings per share:
Basic		25,393			25,174			25,328			25,174
Dilutive effect of:
Restricted stock		260			352			291			389
Employee Stock Purchase Plan		3			—			1			—
Options		21			14			17			19
Diluted		25,677			25,540			25,637			25,582

XO GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	June 30, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	96,661		$	88,509
Accounts receivable, net		18,011			20,475
Prepaid expenses and other current assets		5,353			5,341
Total current assets		120,025			114,325
Long-term restricted cash		2,598			2,598
Property and equipment, net		12,514			13,251
Intangibles assets, net		4,387			4,817
Goodwill		47,396			47,396
Deferred tax assets, net		10,888			11,578
Investments		2,538			2,719
Other assets		44			57
Total assets	$	200,390		$	196,741
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued compensation and employee benefits	$	4,413		$	5,826
Accounts payable and accrued expenses		6,751			6,337
Deferred revenue		15,681			18,640
Total current liabilities		26,845			30,803
Deferred rent		4,148			4,486
Other liabilities		1,990			1,985
Total liabilities		32,983			37,274
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized and 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized and 26,476,396 and 26,235,824 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively		265			264
Additional paid-in-capital		175,573			173,564
Accumulated deficit		(8,431	)		(14,361	)
Total stockholders’ equity		167,407			159,467
Total liabilities and stockholders’ equity	$	200,390		$	196,741

XO GROUP INC.

NON-GAAP TABLE

For the Three Months Ended June 30, 2016 and 2015

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended June 30,
	2016									2015
	GAAP Actual			Adjustments			Non GAAP			GAAP Actual			Adjustments		Non GAAP
Net revenue	$	38,708		$	—		$	38,708		$	36,190		$	—	$	36,190
Cost of revenue		2,756			—			2,756			2,846			—		2,846
Operating expenses
Product and content development		10,814			—			10,814			9,845			—		9,845
Sales and marketing		11,513			—			11,513			10,382			—		10,382
General and administrative		5,833			—			5,833			6,071			—		6,071
Depreciation and amortization		1,641			—			1,641			1,421			—		1,421
Total operating expenses		29,801			—			29,801			27,719			—		27,719
Income from operations		6,151			—			6,151			5,625			—		5,625
Interest and other expense, net		(18	)		—			(18	)		(25	)		—		(25	)
Loss in equity interest		(37	)		—			(37	)		(30	)		—		(30	)
Income tax expense		2,331			171	(b)		2,502			2,259			—		2,259
Net income	$	3,765		$	(171	)	$	3,594		$	3,311		$	—	$	3,311
Net income per share - diluted	$	0.15		$	(0.01	)	$	0.14		$	0.13		$	—	$	0.13
Weighted average number of shares outstanding - diluted		25,677						25,677			25,540					25,540

	Three Months Ended June 30,
	2016						2015
		GAAP Actual		Adjustments		Non GAAP		GAAP Actual		Adjustments		Non GAAP
Income from operations	$	6,151	$	—	$	6,151	$	5,625	$	—	$	5,625
Depreciation and amortization (c)		1,641		—		1,641		1,421		—		1,421
Stock-based compensation (d)		1,988		—		1,988		1,637		—		1,637
Adjusted EBITDA	$	9,780	$	—	$	9,780	$	8,683	$	—	$	8,683

	Free Cash Flow Reconciliation
	Three Months Ended June 30,
	2016				2015
Net cash provided by operating activities		$	7,090			$	6,561
Less: capital expenditures			(1,264	)			(801	)
Free cash flow		$	5,826			$	5,760

XO GROUP INC.

NON-GAAP TABLE

For the Six Months Ended June 30, 2016 and 2015

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Six Months Ended June 30,
	2016									2015
	GAAP Actual			Adjustments			Non GAAP			GAAP Actual			Adjustments				Non GAAP
Net revenue	$	74,377		$	—		$	74,377		$	68,792		$	—			$	68,792
Cost of revenue		4,366			—			4,366			5,501			—				5,501
Operating expenses
Product and content development		21,774			—			21,774			19,399			(11	)	(a)		19,388
Sales and marketing		23,227			—			23,227			21,004			(265	)	(a)		20,739
General and administrative		12,030			—			12,030			12,161			(158	)	(a)		12,003
Depreciation and amortization		3,235			—			3,235			2,666			—				2,666
Total operating expenses		60,266			—			60,266			55,230			(434	)			54,796
Income from operations		9,745			—			9,745			8,061			434				8,495
Interest and other expense, net		(19	)		—			(19	)		(48	)		—				(48	)
Loss in equity interest		(181	)		—			(181	)		(36	)		—				(36	)
Income tax expense		2,755			1,128	(b)		3,883			3,221			177		(b)		3,398
Net income	$	6,790		$	(1,128	)	$	5,662		$	4,756		$	257			$	5,013
Net income per share - diluted	$	0.26		$	(0.04	)	$	0.22		$	0.19		$	0.01			$	0.20
Weighted average number of shares outstanding - diluted		25,637						25,637			25,582							25,582
	Six Months Ended June 30,
	2016									2015
		GAAP Actual			Adjustments			Non GAAP			GAAP Actual			Adjustments				Non GAAP
Income from operations	$	9,745		$	—		$	9,745		$	8,061		$	434			$	8,495
Depreciation and amortization (c)		3,235			—			3,235			2,666			—				2,666
Stock-based compensation (d)		3,644			—			3,644			3,117			—				3,117
Adjusted EBITDA	$	16,624		$	—		$	16,624		$	13,844		$	434			$	14,278
		Free Cash Flow Reconciliation
		Six Months Ended June 30,
		2016									2015
Net cash provided by operating activities							$	12,633									$	7,445
Less: capital expenditures								(1,986	)									(2,036	)
Free cash flow							$	10,647									$	5,409

(a) Costs impacting comparability included in operating expenses in the condensed consolidated statements of operations for the six months ended June 30, 2015 included costs related to the closure of our merchandise operations in Redding, CA.

(b) Adjusted income tax expense was calculated using an effective tax rate of 41.0% and 40.7%, respectively, for the three and six months ended June 30, 2016 and 40.6% and 40.4%, respectively, for the three and six months ended June 30, 2015. The effective tax rate for the three months ended June 30, 2016 excludes a one-time benefit associated with a foreign tax incentive deduction. The effective tax rate for the six months ended June 30, 2016 excludes a one-time tax benefit associated with the resolution of an uncertain tax position for a former subsidiary in the 2016 period, as well as a one-time benefit associated with a foreign tax incentive deduction.

(c) To eliminate depreciation and amortization expense.

(d) To eliminate stock-based compensation expense.

XO GROUP INC.

SUPPLEMENTAL DATA TABLES (UNAUDITED)

(Unaudited)

TheKnot.com Local Online Advertising Metrics	Q2 2016	Q2 2015
Vendor Count(a)	24,241	23,789
Retention Rate(a);(b)	69.7%	76.4%
Avg. Revenue/Vendor(a)	$2,667	$2,547

(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 six months ended June 30, 2016 and 2015, as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(Amounts in Thousands)
Product and content development		556		513		961		1,097
Sales and marketing		438		353		848		723
General and administrative		994		771		1,835		1,297
Total stock-based compensation		1,988		1,637		3,644		3,117

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Monday August 1, 2016, to discuss its second quarter 2016 financial results. Participants should dial (877) 201-0168 and use Conference ID# 49063237 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 and marketplace, The Bump, the definitive voice for millennial parents and parents-to-be, and The Nest, the go-to guide for 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 income from operations adjusted to exclude, if applicable: (1) depreciation and amortization, (2) stock-based compensation expense, (3) asset impairment charges, and (4) other items affecting comparability during the period.

• Adjusted net income represents GAAP net income, 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, 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 and net income 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 August 1, 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 expectations. Ac tual events or results may differ materially from those contained in the estimates, projections or forward - looking statements. It is routine for intern al projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections an d beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessa ril y 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 q uar ter. Some of the factors that could cause actual results to differ materially from the forward - looking statements contained herein include, without limit ation, ( 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 expec tin g , (iv) we may be unable to develop solutions that generate revenue from advertising and other services delivered to mobile phones and wireless device s , (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. This presentation includes certain “Non - GAAP financial information”. A reconciliation of such information to the most directly c omparable GAAP financial measure can be found at the end of this presentation. SAFE HARBOR

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 3 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. 4 FOUNDED 1996 #1 IN WEDDINGS TOP 3 IN BABY CATEGORY CHALLENGER IN HOME/NEWLYWED OUR BRANDS ~ 20 million monthly unique visitors* *Q1 2016 Unique Visitor Source: comScore Multi Platform and Google Analytics

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 5 XO GROUP AT A GLANCE 2015 Revenue $142M, (1%) y/y 2015 Revenue excluding Merchandise + 10% y/y $29M 2015 Adj. EBITDA As of June 30, 2016: 683 Employees $ 97M Cash & Cash Equivalents * Includes revenue earned from GigMasters.com and other ancillary brands and sites; 2015 Respective % of Revenue The Nest: 1% The Bump: 10% The Knot:* 89% Online Advertising: 72% 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 THE KNOT: #1 IN WEDDINGS Unique Visitor Source: comScore Multi Platform 0 0.6 0.9 2.2 2.5 5.1 11.8 Zola / Loverly / Appy Couple Martha Stewart Weddings MyWedding Wedding Bee Brides.com Wedding Wire Network The Knot Wedding Network 11.8 Does not meet minimum reporting requirements Unique Visitors Monthly Average ( I n M illions ) [ 6 months ended June 30, 2016]

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 7 10% Growth Target -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% $0 $20 $40 $60 $80 $100 $120 $140 $160 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Revenue Year-over-year Revenue Growth 10% Growth Target 1999 & 2000 over 300% growth Target revenue growth 10%+ GOAL IS TO ACCELERATE REVENUE GROWTH 6/30/16 YTD revenue growth 8%

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 8 2013 - 2015 : Leadership , Technology & Product Excellence STRATEGIC TRANSFORMATION UNDERWAY… Revamped executive & leadership team Rebuilt technology infrastructure Greatly improved our products

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 9 -10% 0% 10% 20% 2012 2013 2014 2015 Year - Over - Year Growth Rates Revenue Non-GAAP Opex Remaining Authorization CAPITAL ALLOCATION PRIORITIES INTERNAL INVESTMENTS STRATEGIC TRANSACTIONS SHARE REPURCHASE $28.1M* *As of June 30, 2016

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 10 FOCUS ON CORE ASSETS Disposed of Ijie (The Knot China) Exited Merchandise operations Discontinued publication of The Bump magazine 2014 - 2015 : Evaluated & took decisive action on non - core assets

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 11 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. 12 10% Growth Target -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% $0 $20 $40 $60 $80 $100 $120 $140 $160 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Revenue Year-over-year Revenue Growth 10% Growth Target 1999 & 2000 over 300% growth Target revenue growth 10%+ GOAL IS TO ACCELERATE REVENUE GROWTH 6/30/16 YTD revenue growth 8%

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 13 Our Vision* TRANSACTIONS UNLOCK SIGNIFICANT MARKET OPPORTUNITY Advertising Market Transactions * image is not intended to reflect revenue projections or scale 2015 Online Advertising Revenue Growth: + 14% Y/Y 2015 Transaction Revenue Growth: + 42% Y/Y Advertising Market Transactions Today*

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 14 TRANSACTIONAL MARKETPLACES HOUZZ UBER AIRBN B

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 15 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

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 16 $14,788 $5,004 $4,442 $2,300 $1,996 $4,111 U.S. WEDDING MARKET 1 United States Census Bureau American Community Survey and The 2015 The Knot Market Intelligence’s Annual Real Weddings Survey 2 The 2015 Knot Market Intelligence’s Annual Real Weddings Study Avg. Cost Of A Wedding 1 ~$33K Includes engagement ring, but does not include honeymoon Local Wedding Vendors ~300K Annual Wedding Events Per Year ~1.7M Avg. Number Of Guests Per Wedding 136 Wedding Industry Market Size 1 ~$100B Includes day - of wedding vendors, jewelry, registry, honeymoon and other categories Event/Wedding Planner Venue Band/ DJ Photo/ Video Florist Avg. $ Spent i n 2015 [ Top 5 Wedding Verticals] 2 Multiple Verticals

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 17 OUR PROGRESS * As of December 31, 2015 ** As of June 30, 2016 Transitioned to ecommerce affiliate program Acquired GigMasters entertainment marketplace Grew local vendor leads 3X year - over - year* Launched venue transaction program; added ~3,000 transactional vendors** MARKETPLACE EXPANSION 2015 – 2016: Optimized for guest transactions Partnered with and invested in Jetaport room block booking

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 18 QUARTERLY TRANSACTIONS REVENUE ($M) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% $0 $1 $2 $3 $4 $5 $6 $7 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Revenue Year-over-year Revenue Growth

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 19 AVERAGE WEDDING JOURNEY Data based on internal projections and The 2014 Knot Market Intelligence’s Annual Real Weddings Study * image is not intended to reflect revenue projections or scale; The size of the circles represent the size of the bride's stress - level Months to Wedding 78% of all weddings take place between May and October

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 20 Fresh ideas and a supportive community help our parents celebrate the joys of parenthood. PARENTS CAN’T LIVE WITHOUT Featuring XO Employee Vanessa Velazquez

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 21 THE BUMP: GROWING BABY PLATFORM *full year 2015 * *source: Google Analytics **NCHS National Vital Health Statistics Reports and USDA report - expenditures on children and internal projections 10% of REVENUE* Growing mobile user - base dramatically expands editorial and advertisers’ reach with innovative products, services and expert advice 7.2M** Q2 2016 Average Unique Visitors (UVs) *Based on Internal Google Analytics ~4M*** Births/Year $60B+ *** Spend annually on newborns

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 22 Summary Income Statement ($M) 3 months ended 6/30/16 (unaudited) 3 months ended 6/30/15 (unaudited) Revenue $38.7 $36.2 Gross Profit $36.0 $33.3 Margin 92.9% 92.1% *Adjusted EBITDA $9.8 $8.7 Net Income $3.8 $3.3 Earnings per Diluted Share $0.15 $0.13 *Non - GAAP Earnings per Diluted Share $0.14 $0.13 Q2 UPDATE • Total revenue increased 7 % year - over - year • Transaction revenue increased 55% year - over - year; driven by strong results in registry services revenue • Adjusted EBITDA increased 13% year - over - year; 25% Adj. EBITDA Margin • Repurchased and retired $1.4 million of common stock under the Company’s authorized repurchase program • On May 23, 2016, our Board of Directors authorized a new repurchase program of up to an additional $20.0 million of common stock • Ended the quarter with $97 million in cash and cash equivalents *Non - GAAP, please see reconciliation at the end of this presentation Summary Balance Sheet ($M) 6/30/16 (unaudited) 3/31/16 (unaudited) Cash and cash equivalents $96.7 $92.2 Other current assets 23.4 23.3 Total Assets 200.3 196.5 Debt --- --- Current Liabilities 26.8 27.2 Total Liabilities 33.0 33.5 Total Liabilities and Stockholders’ Equity $200.3 $196.5

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 23

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 24 Questions? Contact ir@xogrp.com

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

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 26 Reconciliation of GAAP to NON - GAAP Financial Measures: QTD 6/30 (unaudited)

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 27 Reconciliation of GAAP to NON - GAAP Financial Measures: YTD 6/30 (unaudited)