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): May 3, 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 May 4, 2016, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended March 31, 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 May 4, 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 8.01. Other Events.

On May 3, 2016, the Board of Directors (the “Board”) of the Company, based on recommendations made by the Compensation Committee of the Board following an analysis of the compensation paid to the non-employee directors of companies in our peer group, approved changes to the compensation arrangements for the non-employee directors of the Company. Effective immediately, on the date of each Annual Meeting of Stockholders, each non-employee director who is to continue to serve as a non-employee Board member will receive a grant of restricted shares of common stock valued at $100,000 (previously, each non-employee director received an annual grant of 2,500 restricted shares of common stock). The value of the restricted shares will be calculated based on the closing price of the Company’s common stock on the grant date, and the shares will vest upon the director’s completion of one year of Board service measured from the grant date. Following the changes outlined above, the Company’s currently effective director compensation arrangements are as follows:

Annual Service. Each non-employee director will receive a grant of 7,500 restricted shares of Common Stock upon initial appointment to the Board, which vest in three equal annual installments upon the director’s completion of each year of Board service over the three-year period measured from the grant date. In addition, on the date of each Annual Meeting of Stockholders, each non-employee director who is to continue to serve as a non-employee Board member will receive a grant of restricted shares of common stock valued at $100,000, and our Chairman of the Board and Lead Independent Director will each receive an additional 5,000 restricted shares of common stock, in each case, which vest upon the director’s completion of one year of Board service measured from the grant date. The value of the restricted shares of common stock granted to the Company’s non-employee directors pursuant to the preceding sentence will be calculated based on the closing price of the Company’s common stock on the date of grant.

Annual Fee. Each non-employee director is paid an annual fee of $25,000 in quarterly installments paid in arrears.

Committee Service. In addition to the fee set forth above, the Chairperson of the Audit Committee is paid an annual fee of $10,000, and the Chairperson of each of the Compensation Committee and the Nominating and Corporate Governance Committee is paid an annual fee of $5,000, as compensation for the additional responsibilities and duties of such positions. We also reimburse our directors for travel and other out-of-pocket costs incurred in connection with their attendance at meetings of the Board.

In addition, on May 3, 2016, the Board amended the minimum stock ownership guidelines applicable for the Company’s directors to increase the number of shares to be held by each director as follows:

Each of our directors is required to own 10,000 shares of Company common stock by August 2017 or three years following the date of his or her appointment to the Board, whichever is later, and maintain such number of shares for the remainder of his or her directorship. In addition, each director will be required to own an additional 5,000 shares of Company common stock (an aggregate of 15,000 shares of Company common stock) by May 2019 or three years following the date of his or her appointment to the Board, whichever is later, and maintain such number of shares for the remainder of his or her directorship.

Item 9.01. Financial Statements and Exhibits.

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

99.1 Press Release dated May 4, 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: May 4, 2016	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated May 4, 2016.

99.2 Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

Conference Call Wednesday, May 4, 2016 at 4:30 p.m. ET, Dial-In (877) 201-0168 (ID# 81001748)

XO Group Reports First Quarter 2016 Financial Results;

- Total revenue increased 9.4% in the first quarter

- Revenue excluding merchandise operations increased to 12.4% in the first quarter

- First quarter GAAP net income per diluted share was $0.12

- First quarter Non-GAAP net income per diluted share was $0.08 

NEW YORK, May 4, 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 ended March 31, 2016.

Total revenue for the first quarter of 2016 was $35.7 million, up 9.4% 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, first quarter revenue increased 12.4% compared to the prior year. Net income for the quarter was $3.0 million or $0.12 per diluted share compared to diluted earnings per share of $0.06 in the prior year quarter. Non-GAAP net income per diluted share for the quarter was $0.08 compared to $0.07 in the prior year quarter. The Company’s balance sheet at March 31, 2016 reflects cash and cash equivalents of $92.2 million compared to $88.5 million at December 31, 2015.

"This quarter we delivered solid results, implemented key operational systems and made significant progress in our transactional initiatives," 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 March 31,
	2016			2015
Net revenue:
National online advertising	$	8,658		$	7,999
Local online advertising		18,179			15,917
Online advertising		26,837			23,916
Transactions		4,204			2,294
Merchandise		—			878
Publishing and other		4,628			5,514
Total net revenue		35,669			32,602
Cost of revenue:
Online advertising		500			354
Merchandise		—			881
Publishing and other		1,110			1,420
Total cost of revenue		1,610			2,655
Gross profit		34,059			29,947
Operating expenses:
Product and content development		10,960			9,554
Sales and marketing		11,714			10,622
General and administrative		6,197			6,090
Depreciation and amortization		1,594			1,245
Total operating expenses		30,465			27,511
Income from operations		3,594			2,436
Loss in equity interests		(144	)		(6	)
Interest and other expense, net		(1	)		(23	)
Income before income taxes		3,449			2,407
Income tax expense		424			962
Net income	$	3,025		$	1,445
Net income per share:
Basic	$	0.12		$	0.06
Diluted	$	0.12		$	0.06
Weighted average number of shares used in calculating net earnings per share:
Basic		25,263			25,174
Diluted		25,599			25,624

XO GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	March 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	92,198		$	88,509
Accounts receivable, net		17,598			20,475
Prepaid expenses and other current assets		5,653			5,341
Total current assets		115,449			114,325
Long-term restricted cash		2,598			2,598
Property and equipment, net		12,588			13,251
Intangibles assets, net		4,596			4,817
Goodwill		47,396			47,396
Deferred tax assets, net		11,234			11,578
Investments		2,574			2,719
Other assets		50			57
Total assets	$	196,485		$	196,741
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	9,350		$	12,163
Deferred revenue		17,808			18,640
Total current liabilities		27,158			30,803
Deferred rent		4,321			4,486
Other liabilities		1,987			1,985
Total liabilities		33,466			37,274
Commitments and contingencies
Stockholders’ equity:		—			—
Preferred stock		266			264
Common stock		174,089			173,564
Additional paid-in-capital		(11,336	)		(14,361	)
Accumulated deficit		163,019			159,467
Total stockholders’ equity	$	196,485		$	196,741
Total liabilities and stockholders’ equity

XO GROUP INC.

NON-GAAP TABLE

For the Quarters Ended March 31, 2016 and 2015

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended March 31, 2016										Three Months Ended March 31, 2015
	GAAP Actual			Adjustments				Non GAAP			GAAP Actual			Adjustments				Non GAAP
Net revenue	$	35,669		$	—			$	35,669		$	32,602		$	—			$	32,602
Cost of revenue		1,610			—				1,610			2,655			—				2,655
Operating expenses
Product and content development		10,960			—				10,960			9,554			(11	)	(a)		9,543
Sales and marketing		11,714			—				11,714			10,622			(265	)	(a)		10,357
General and administrative		6,197			—				6,197			6,090			(158	)	(a)		5,932
Depreciation and amortization		1,594			—				1,594			1,245			—				1,245
Total operating expenses		30,465			—				30,465			27,511			(434	)			27,077
Income from operations		3,594			—				3,594			2,436			434				2,870
Interest and other expense, net		(1	)		—				(1	)		(23	)		—				(23
Loss in equity interest		(144	)		—				(144	)		(6	)		—				(6
Income tax expense		424			956		(b)		1,380			962			173		(b)		1,135
Net income	$	3,025		$	(956	)		$	2,069		$	1,445		$	261			$	1,706
Net income per share - diluted	$	0.12		$	(0.04	)		$	0.08		$	0.06		$	0.01			$	0.07
Weighted average number of shares outstanding - diluted		25,599							25,599			25,624							25,624

	Non-GAAP Adjusted EBITDA Reconciliation
	Three Months Ended March 31, 2016							Three Months Ended March 31, 2015
	GAAP Actual		Adjustments		Non GAAP			GAAP Actual		Adjustments			Non GAAP
Income from operations	$	3,594	$	—	$	3,594		$	2,436	$	434	(a)		2,870
Depreciation and amortization		1,594		—		1,594	(c)		1,245		—			1,245	(c)
Stock based compensation		1,656		—		1,656	(d)		1,480		—			1,480	(d)
Adjusted EBITDA	$	6,844	$	—	$	6,844		$	5,161	$	434			5,595

	Free Cash Flow Reconciliation
	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
Net cash provided by operating activities	$	5,543		$	884
Less: capital expenditures		(722	)		(1,235	)
Free cash flow	$	4,821		$	(351	)

(a) Costs impacting comparability included in operating expenses in the condensed consolidated statements of operations for the three months ended March 31, 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 40.0% for the three months ended March 31, 2016 and 2015. The effective tax rate for the three months ended March 31, 2016 excludes discrete items, including a one-time tax benefit associated with the resolution of an uncertain tax position for a former subsidiary in the 2016 period.

(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	Q1 2016	Q1 2015
Vendor Count(a)	24,356	23,339
Retention Rate(a);(b)	71.0%	78.9%
Avg. Revenue/Vendor(a)	$2,696	$2,519

(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 months ended March 31, 2016 and 2015, as follows:

	Three Months Ended March 31,
	2016		2015
	(In Thousands)
Product and content development	$	405	$	584
Sales and marketing		411		370
General and administrative		840		526
Total stock-based compensation	$	1,656	$	1,480

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Wednesday May 4, 2016, to discuss its first quarter 2016 financial results. Participants should dial (877) 201-0168 and use Conference ID# 81001748 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 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 (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 May 4, 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

© 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 20 years • Diversified revenue streams • ~80% of the executive management team and ~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 • New adjusted EBITDA margin target of 20 %+ 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 As of March 31, 2016: 661 Employees $92M Cash & Cash Equivalents * Includes revenue earned from GigMasters.com and other ancillary brands and sites; 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 and Editorial 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

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 10 $14,788 $5,004 $4,442 $2,300 $1,996 $4,111 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 In 2015 [ Top 5 Wedding Verticals] 2 Multiple Verticals

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 11 THE KNOT: #1 IN WEDDINGS Unique Visitor Source: comScore Multi Platform 0 0.6 0.9 2.2 2.5 4.9 11.3 Zola / Loverly / Appy Couple Martha Stewart Weddings MyWedding Wedding Bee Brides.com Wedding Wire Network The Knot Wedding Network 11.3 Does not meet minimum reporting requirements Unique Visitors Monthly Average ( I n M illions ) With Year - Over - Year % Growth [ 3 months ended March 31, 2016]

© 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; Q1 2016 +12% Y/Y 2015 Transaction Revenue Growth: + 42% Y/Y; Q1 2016 +83% Y/Y

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

© 2016 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 The 2015 Knot Market Intelligence’s Annual Real Weddings Study

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 15 OUR 2015 - 2016 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 The 2015 Knot Market Intelligence’s Annual 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

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 17 THE BUMP: GROWING BABY PLATFORM *NCHS National Vital Health Statistics Reports and USDA report - expenditures on children *** Based on internal projections 10% of REVENUE Growing mobile user - base dramatically expands editorial and advertisers’ reach with innovative products, services and expert advice 7.3M* Q1 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. 18 The cost of love. $MM 2008 - 2013 FY 2014 FY 2015 Q1 2016 Target Model Net Revenue Y/Y Growth 5% CAGR 7% (1%)* 9% Double digit growth Gross Margin % 80% avg. 85% 93% 96% 90 - 95% Adj. EBITDA Margin % 18% avg. 17% 21% 19% 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 3/31/16 3 months ended 3/31/15 Revenue $35.7 $32.6 Gross Profit $34.1 $29.9 Margin 95.5% 91.9% *Adjusted EBITDA $6.8 $5.6 Net Income $3.0 $1.4 Earnings per Diluted Share $0.12 $0.06 *Non - GAAP Earnings per Diluted Share $0.08 $0.07 Q1 UPDATE • Total revenue increased 9 % year - over - year • Total revenue excluding exited Merchandise operations increased 12% year - over - year • Transaction revenue increased 83% year - over - year; driven by strong results in registry and commerce • Non - GAAP operating expenses increased 13% year - over - year • Adjusted EBITDA increased 22% year - over - year; 19% Adj. EBITDA Margin • $92 million in cash *Non - GAAP, please see reconciliation at the end of this presentation Summary Balance Sheet ($M) 3/31/16 12/31/15 Cash and cash equivalents $92.2 $88.5 Other current assets 23.3 25.8 Total Assets 196.5 196.7 Debt --- --- Current Liabilities 27.2 30.8 Total Liabilities 33.5 37.3 Total Liabilities and Stockholders’ Equity $196.5 $196.7

© 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 20 years • Diversified revenue streams • ~80% of the executive management team and ~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 • New adjusted EBITDA margin target of 20 %+ STRATEGIC TRANSFORMATION UNDERWAY INVESTMENT OPPORTUNITY

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

22 © 2016 XO GROUP INC. ALL RIGHTS RESERVED. Supplemental Data (Unaudited) – TheKnot.com Local Advertising Metrics Q1 2016 Q4 2015 Q3 2015 Q2 2015 Q1 2015 Q4 2014 Q3 2014 Q2 2014 Vendor Count (a) 24,356 24,340 24,117 23,790 23,339 22,694 22,281 21,886 Retention Rate (b) 71.0% 73.8% 74.9% 76.4% 78.9% 78.3% 77.2% 74.8% Avg. Revenue/Vendor (a) $2,696 $2,628 $2,582 $2,547 $2,519 $2,527 $2,517 $2,516 (a) Calculated on a trailing twelve - month basis. (b) Calculated on a trailing twelve - month basis. Previously disclosed as churn rate. Retention rate calculated as one less churn rate.

© 2016 XO GROUP INC. ALL RIGHTS RESERVED. 23 Reconciliation of GAAP to NON - GAAP Financial Measures: Q1 2016 & Q1 2015