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): July 25, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2017, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2017. 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 July 31, 2017, 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 July 25, 2017, the Company has amended its Corporate Governance Guidelines by adopting a Director Resignation Policy. The Company’s Director Resignation Policy requires an incumbent director nominee standing for election in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, within five business days following the certification of the stockholder vote, to tender his or her written resignation from the Board of Directors (the “Board”) for consideration by the Nominating and Corporate Governance Committee and the Board. The resignation would be effective only upon its acceptance by the Board. The Board has determined that the adoption of the Director Resignation Policy, and amendment of the Corporate Governance Guidelines accordingly, is advisable and in the best interests of the Company and its stockholders.

Item 9.01. Financial Statements and Exhibits.

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

99.1	Press Release dated July 31, 2017.
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: July 31, 2017	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated July 31, 2017.

99.2 Investor Presentation by XO Group Inc.

EX-99.1

Exhibit 99.1

XO Group Reports Second Quarter 2017 Financial Results;

- Total revenue grew 9.1% in the second quarter

- Transactions revenue increased 27% and local online advertising revenue increased 14% in the second quarter

- GAAP EPS were $0.06, non-GAAP EPS were $0.11 in the second quarter

- Company to host Analyst Meeting on September 27, 2017

- Conference Call Monday, July 31, 2017 at 8:00 a.m. ET, Dial-In (877) 201-0168 (ID# 51080589)

NEW YORK, July 31, 2017 - XO Group Inc. (the “Company”) (NYSE: XOXO, xogroupinc.com), today reported financial results for the three and six months ended June 30, 2017.

Total revenue for the second quarter of 2017 was $42.2 million, up 9% as compared to the same period in the prior year and the Adjusted EBITDA margin was 19%. GAAP net income for the quarter was $1.4 million or $0.06 per diluted share compared to diluted earnings per share of $0.15 in the same period in the prior year. Non-GAAP net income was $2.7 million or $0.11 per diluted share. The Company’s balance sheet at June 30, 2017 reflected cash and cash equivalents of $98.4 million compared to $105.7 million at December 31, 2016. The Company repurchased and retired shares of its common stock for an aggregate price of $8.2 million during the quarter as part of the Company’s previously announced repurchase program.

"We continue to develop great products that our couples love while delivering distinct value to our business partners.  I am pleased to report another quarter of robust growth in our transactions business and our highest year-over-year quarterly growth rate in local online since the first quarter of 2016," said Mike Steib, Chief Executive Officer.

XO's Management Team will welcome Analysts and Investors at an Analyst Breakfast and Meeting on September 27th.  More details to come.

Long-Term Financial Targets

The Company's long-term financial targets are double digit revenue growth rates and gross margins of approximately 90-95%, yielding adjusted EBITDA margins of 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,
	2017			2016			2017			2016
Net revenue:
National online advertising	$	9,746		$	9,566		$	18,674		$	18,224
Local online advertising		18,991			16,652			37,426			34,831
Total online advertising		28,737			26,218			56,099			53,055
Transactions		8,190			6,431			13,152			10,635
Publishing and other		5,299			6,059			8,735			10,687
Total net revenue		42,226			38,708			77,986			74,377
Cost of revenue:
Online advertising		919			684			1,850			1,299
Publishing and other		1,867			2,072			2,845			3,182
Total cost of revenue		2,786			2,756			4,695			4,481
Gross profit		39,440			35,952			73,291			69,896
Operating expenses:
Product and content development		11,914			10,814			23,655			21,659
Sales and marketing		14,030			11,513			27,531			23,074
General and administrative		7,961			5,833			15,262			12,183
Depreciation and amortization		2,011			1,641			3,669			3,235
Total operating expenses		35,917			29,801			70,117			60,151
Income from operations		3,524			6,151			3,174			9,745
Loss in equity interests		(1,054	)		(37	)		(1,171	)		(181	)
Interest and other income / (expense), net		105			(18	)		198			(19	)
Income before income taxes		2,575			6,096			2,201			9,545
Income tax expense		1,134			2,331			448			2,755
Net income	$	1,441		$	3,765		$	1,753		$	6,790
Net income per share:
Basic	$	0.06		$	0.15		$	0.07		$	0.27
Diluted	$	0.06		$	0.15		$	0.07		$	0.26
Weighted average number of shares used in calculating net earnings per share:
Basic		24,958			25,393			25,154			25,328
Dilutive effect of:
Restricted stock		191			260			280			291
Employee Stock Purchase Plan		2			3			2			1
Options		31			21			33			17
Diluted		25,182			25,677			25,469			25,637

XO GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	June 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	98,391		$	105,703
Accounts receivable, net		18,548			20,182
Prepaid expenses and other current assets		8,018			5,247
Total current assets		124,957			131,132
Long-term restricted cash		1,181			1,181
Property and equipment, net		10,912			12,130
Intangibles assets, net		3,738			4,154
Goodwill		48,678			48,678
Deferred tax assets, net		9,757			9,918
Investments		1,514			2,685
Other assets		187			308
Total assets	$	200,924		$	210,186
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued compensation and employee benefits	$	4,670		$	6,164
Accounts payable and accrued expenses		7,479			7,515
Deferred revenue		18,381			16,752
Total current liabilities		30,530			30,431
Deferred rent		3,423			3,720
Other liabilities		1,192			1,485
Total liabilities		35,145			35,636
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized and zero shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized and 25,697,045 and 26,304,925 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively		258			264
Additional paid-in-capital		177,256			178,959
Accumulated deficit		(11,735	)		(4,673	)
Total stockholders’ equity		165,779			174,550
Total liabilities and stockholders’ equity	$	200,924		$	210,186

XO GROUP INC.

NON-GAAP RECONCILIATION TABLE

For the Three Months Ended June 30, 2017 and 2016

(In Thousands, Except for Per Share Data)

(Unaudited)

	Adjusted Net Income Reconciliation Three Months Ended June 30,
	2017									2016
	As Reported			Adjustments			Non GAAP			As Reported			Adjustments		Non GAAP
Net revenue	$	42,226		$	—		$	42,226		$	38,708		$	—	$	38,708
Cost of revenue		2,786			—			2,786			2,756			—		2,756
Operating expenses
Product and content development		11,914			—			11,914			10,814			—		10,814
Sales and marketing		14,030			—			14,030			11,513			—		11,513
General and administrative		7,961			200	(a)		7,761			5,833			—		5,833
Depreciation and amortization		2,011			—			2,011			1,641			—		1,641
Total operating expenses		35,916			200			35,716			29,801			—		29,801
Income from operations		3,524			200			3,724			6,151			—		6,151
Interest and other income/(expense), net		105			—			105			(18	)		—		(18	)
Loss in equity interests		(1,054	)		1,032	(a)		(22	)		(37	)		—		(37	)
Income tax expense		1,134			—			1,134			2,331			—		2,331
Net income	$	1,441		$	1,232		$	2,673		$	3,765		$	—	$	3,765
Net income per share - diluted	$	0.06		$	0.05		$	0.11		$	0.15		$	—	$	0.15
Weighted average number of shares outstanding - diluted		25,182						25,182			25,677					25,677

	Adjusted EBITDA Reconciliation
	Three Months Ended June 30,
	2017			2016
Income from operations	$	3,524		$	6,151
Depreciation and amortization		2,011			1,641
Stock-based compensation		2,142			1,988
Bad debt expense (a)	$	200			—
Adjusted EBITDA	$	7,877		$	9,780
	Free Cash Flow Reconciliation
	Three Months Ended June 30,
	2017			2016
Net cash provided by operating activities	$	3,625		$	7,090
Less: capital expenditures		(911	)		(1,264	)
Free cash flow	$	2,714		$	5,826

(a) Adjusted loss in equity interests excludes the other-than-temporary impairment that reduced the carrying value of our equity investment in Jetaport, Inc. to zero. In addition, adjusted general and administrative operating expenses exclude bad debt expense associated with a loan previously made to Jetaport, Inc.

XO GROUP INC.

NON-GAAP RECONCILIATION TABLE

For the Six Months Ended June 30, 2017 and 2016

(In Thousands, Except for Per Share Data)

(Unaudited)

	Adjusted Net Income Reconciliation
	Six Months Ended June 30,
	2017									2016
	As Reported			Adjustments			Non GAAP			As Reported			Adjustments		Non GAAP
Net revenue	$	77,986		$	—		$	77,986		$	74,377		$	—	$	74,377
Cost of revenue		4,695			—			4,695			4,481			—		4,481
Operating expenses
Product and content development		23,655			—			23,655			21,659			—		21,659
Sales and marketing		27,531			—			27,531			23,074			—		23,074
General and administrative		15,262			200	(a)		15,062			12,183			—		12,183
Depreciation and amortization		3,669			—			3,669			3,235			—		3,235
Total operating expenses		70,117			200			69,917			60,151			—		60,151
Income from operations		3,174			200			3,374			9,745			—		9,745
Interest and other income / (expense), net		198			—			198			(19	)		—		(19	)
Loss in equity interests		(1,171	)		1,032	(a)		(139	)		(181	)		—		(181	)
Income tax expense		448			—			448			2,755			—		2,755
Net income	$	1,753		$	1,232		$	2,985		$	6,790		$	—	$	6,790
Net income per share - diluted	$	0.07		$	0.05		$	0.12		$	0.26		$	—	$	0.26
Weighted average number of shares outstanding - diluted		25,469						25,469			25,637					25,637

	Adjusted EBITDA Reconciliation
	Six Months Ended June 30,
	2017			2016
Income from operations	$	3,174		$	9,745
Depreciation and amortization		3,669			3,235
Stock-based compensation		4,017			3,644
Bad debt expense (a)		200			—
Adjusted EBITDA	$	11,060		$	16,624
	Free Cash Flow Reconciliation
	Six Months Ended June 30,
	2017			2016
Net cash provided by operating activities	$	9,832		$	12,633
Less: capital expenditures		(2,123	)		(1,986	)
Free cash flow	$	7,709		$	10,647

(a) Adjusted loss in equity interests excludes the other-than-temporary impairment that reduced the carrying value of our equity investment in Jetaport, Inc. to zero. In addition, general and administrative operating expenses excludes bad debt expense associated with a loan previously made to Jetaport, Inc.

XO GROUP INC.

SUPPLEMENTAL DATA TABLES (UNAUDITED)

(Unaudited)

TheKnot.com Local Online Advertising Metrics	Q2 2017	Q2 2016
Vendor Count(a)	23,961	24,241
Retention Rate(a)	75.1%	69.7%
Avg. Revenue/Vendor(a)	$2,865	$2,667
Vendor Count at Quarter End	26,124	22,909

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

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, 2017 and 2016, as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
	(Amounts in Thousands)
Product and content development	$	657	$	556	$	1,154	$	961
Sales and marketing		431		438		865		848
General and administrative		1,054		994		1,998		1,835
Total stock-based compensation	$	2,142	$	1,988	$	4,017	$	3,644

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 8:00 a.m. ET on Monday, July 31, 2017, to discuss its second quarter 2017 financial results. Participants should dial (877) 201-0168 and use Conference ID# 51080589 at least 10 minutes before the call is scheduled to begin. Participants can also access the live broadcast over the internet on the Investor Relations section of the Company's website, accessible at http://ir.xogroupinc.com. To access the webcast, participants should visit XO Group's website at least 15 minutes prior to the conference call in order to download or install any necessary audio software.

A replay of the webcast will also be archived on the Company's website approximately two hours after the conference call ends.

About XO Group Inc.

XO Group Inc.’s (NYSE: XOXO; xogroupinc.com) mission is to help people navigate and truly enjoy life’s biggest moments together. Our multi-platform brands guide couples through transformative life stages - from getting married with The Knot, to moving in together with The Nest, to having a baby with The Bump, and helping bring important celebrations to life with entertainment vendors from GigMasters. 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 business depends on strong brands, and failing to maintain and enhance our brands would hurt our business, (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) if we are unable to continue to develop solutions that generate revenue from advertising and other services delivered to mobile devices, our business could be harmed, (v) we face intense competition in our markets. If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenue and results of operations could be adversely affected, (vi) our businesses could be negatively affected by changes in Internet search engine algorithms and email marketing policies, (vii) our transactions business is dependent on third-party participants, whose lack of performance could adversely affect our results of operations, (viii) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace, (ix) we may be subject to legal liability associated with providing online services or content, (x) we may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks, 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

INVESTOR RELATIONS PRESENTATION JULY 31, 2017

This presentation may contain projections or other forward - looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward - looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward - looking statements contained herein include, without limitation, (i) our operating results may fluctuate, are difficult to predict and could fall below expectations, (ii) our business depends on strong brands, and failing to maintain and enhance our brands would hurt our business, (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) if we are unable to continue to develop solutions that generate revenue from advertising and other services delivered to mobile devices, our business could be harmed, (v) we face intense competition in our markets.If we do not SAFE HARBOR continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenue and results of operations could be adversely affected, (vi) our businesses could be negatively affected by changes in Internet search engine algorithms and email marketing policies, (vii) our transactions business is dependent on third - party participants, whose lack of performance could adversely affect our results of operations, (viii) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace, (ix) we may be subject to legal liability associated with providing online services or content, (x) we may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward - looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. This presentation includes certain “Non - GAAP financial information”. A reconciliation of such information to the most directly comparable GAAP financial measure can be found at the end of this presentation. © 2017 XO Group Inc. All Rights Reserved. 3

© 2017 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 life stages, from getting married, to moving in together and having a baby.

Founded in 1996 with ~ 22 Million Monthly Unique Visitors* *YTD 6/30/17 Unique Visitor Source: comScore Multi Platform Photos From Left To Right: Jessica OH; Raising Roberts; Thayer Allyson Gowdy; Joseph Lin Photography © 2017 XO Group Inc. All Rights Reserved. 5 OUR BRANDS #1 IN WEDDINGS GROWING PLAYER IN BABY CATEGORY CHALLENGER IN HOME/NEWLYWED A LEADING TRANSACTIONAL MARKETPLACE FOR ENTERTAINMENT

XO GROUP AT A GLANCE 2016 REVENUE BY PRODUCT 2016 REVENUE BY BRAND *Includes revenue earned from GigMasters.com and other ancillary brands and sites; **The Bump is 9% of total revenue; The Bump National Online Advertising is 32% of National Online Revenue © 2017 XO Group Inc. All Rights Reserved. 6 Local Online 46% National Online 26% Transactions 15% Publishing & Other 13% 90% * 9% 1% ** As Of December 31, 2016: $152M Revenue +7% Revenue Growth y/y $33M Adj. EBITDA 21% Adj. EBITDA Margin $23M Free Cash Flow As Of June 30, 2017: 762 Full - time employees $98M Cash & Cash Equivalents

Unique Visitor Source: comScore Multi Platform WHAT MAKES US A MARKET LEADER? WeddingWire Network Brides.com Wedding Bee MyWedding Martha Stewart Weddings Zola / Loverly / Appy Couple Does not meet minimum reporting requirements 4.7 2.7 1.7 1 0.7 12.8 © 2017 XO Group Inc. All Rights Reserved. 7 THE KNOT: #1 IN WEDDINGS Unique Visitors Monthly Average (In Millions) 3 Months Ended June 30, 2017 BRAND AWARENESS ➔ First on the scene 21 years ago ➔ Have built up trust and and loyalty ➔ We are the expert with answers ➔ Brand awareness 90% CUSTOMER LOYALTY ➔ Great product that people love and keep coming back to use throughout their entire wedding planning journey ➔ #1 wedding app ➔ #1 Instagram in the wedding space ➔ #1 in monthly unique visitors across all wedding planning brands

AVERAGE WEDDING JOURNEY 78% Of All Weddings Take Place Between May and October 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 str ess - level 8 © 2017 XO Group Inc. All Rights Reserved.

Multiple Verticals $4,472 Event/Wedding Planner $2,037 Florist $2,534 Photo/Video $4,778 Band/DJ $5,401 9 U.S. WEDDING MARKET Venue $16,107 AVG $ SPENT IN 2016 Top 5 Wedding Verticals 2 1 United States Census Bureau American Community Survey and The 2016 The Knot Market Intelligence’s Annual Real Weddings Surv ey 2 The 2016 Knot Market Intelligence’s Annual Real Weddings Study ~ $100B WEDDING INDUSTRY MARKET SIZE Includes day - of wedding vendors, jewelry, registry, honeymoon and other categories ~ 300K LOCAL WEDDING VENDORS ~ 1.7M ANNUAL WEDDING EVENTS 141 AVG # WEDDING GUESTS PER EVENT ~ $35K AVG COST OF A WEDDING 1 Includes engagement ring, but does not include honeymoon © 2017 XO Group Inc. All Rights Reserved.

10 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS Dollars in Millions MERCHANDISE, $18 SITUATION facing industry pressure ACTION TAKEN Shutdown Merchandise operations; transitioned to affiliate commerce 2013 2016 © 2017 XO Group Inc. All Rights Reserved.

11 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS Dollars in Millions MERCHANDISE, $18 PUBLISHING, $26 PUBLISHING, $20 SITUATION facing industry pressure ACTION TAKEN Deemphasized Publishing; shutdown Bump print magazine 2013 2016 © 2017 XO Group Inc. All Rights Reserved.

12 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS Dollars in Millions MERCHANDISE, $18 PUBLISHING, $26 NATIONAL ONLINE, $27 PUBLISHING, $20 NATIONAL ONLINE, $39 SITUATION Flat revenue growth; team execution issues ACTION TAKEN upgraded team; focused on execution 2013 2016 © 2017 XO Group Inc. All Rights Reserved.

13 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS Dollars in Millions MERCHANDISE, $18 PUBLISHING, $26 NATIONAL ONLINE, $27 TRANSACTIONS, $8 PUBLISHING, $20 NATIONAL ONLINE, $39 TRANSACTIONS, $23 SITUATION Business diminished over the past few years; product improvements needed ACTION TAKEN Upgraded team; invested in product development and marketing; added commerce & GigMasters 2013 2016 © 2017 XO Group Inc. All Rights Reserved.

14 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS 2013 TOTAL REVENUE $134MM Dollars in Millions MERCHANDISE, $18 PUBLISHING, $26 NATIONAL ONLINE, $27 TRANSACTIONS, $8 LOCAL ONLINE, $54 2016 TOTAL REVENUE $152MM PUBLISHING, $20 NATIONAL ONLINE, $39 TRANSACTIONS, $23 LOCAL ONLINE, $70 SITUATION #1 in the market; largest opportunity; needed investment; ACTION TAKEN Transformed from a traditional listings model to a two - sided marketplace with a focus on transaction success; invested in products; acquired GigMasters 2013 2016 © 2017 XO Group Inc. All Rights Reserved.

15 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS 2013 TOTAL REVENUE $134MM Dollars in Millions 2013 REVENUE 20% Adj. EBITDA Margin MERCHANDISE, $18 PUBLISHING, $26 NATIONAL ONLINE, $27 2016 TOTAL REVENUE $152MM 2016 REVENUE 21% Adj. EBITDA Margin PUBLISHING, $20 NATIONAL ONLINE, $39 13% 32% Reduction in % of business facing challenges 43% 64% LOCAL ONLINE, $70 TRANSACTIONS, $23 Increase in % of business with healthy growth opportunities LOCAL ONLINE, $54 TRANSACTIONS, $8 © 2017 XO Group Inc. All Rights Reserved.

16 2013 – 2016 LEADERSHIP, EXECUTION & FOCUS 2013 TOTAL REVENUE $134MM Dollars in Millions 2013 REVENUE 20% Adj. EBITDA Margin MERCHANDISE, $18 PUBLISHING, $26 NATIONAL ONLINE, $27 TRANSACTIONS, $8 LOCAL ONLINE, $54 2016 TOTAL REVENUE $152MM 2016 REVENUE 21% Adj. EBITDA Margin PUBLISHING, $20 NATIONAL ONLINE, $39 LOCAL ONLINE, $70 Continues to be largest opportunity Healthy growth opportunity Managing for sustainable profit Expected to decline TRANSACTIONS, $23 © 2017 XO Group Inc. All Rights Reserved.

© 2017 XO Group Inc. All Rights Reserved. 17 LOCAL WEDDING PROFESSIONAL MARKETPLACE ~24,000 paying vendors as of March 31, 2017 SELLER ENGAGED BUYING Millions of couples BUYER ENGAGED SELLING Hundreds of thousands of local wedding pros Potential opportunity for growth 17 We Connect Couples and Local Pros Photos Clockwise From Top Left: Ariel Perry Photography; Anney Park Photography; Priscilla Frey Photography; Sorella Muse © 2017 XO Group Inc. All Rights Reserved.

18 LOCAL PRICING STRATEGY SUBSCRIPTIONS Sell subscriptions to local vendors for inclusion / premium placement in marketplace Collect commissions only when a successful transaction is completed and accounted for Charge couples to use the platform TRANSACTIONS % COUPLES All product names, logos, and brands are property of their respective owners. All company, product and service names used in this presentation are for identification purposes only. Use of these names, logos, and brands does not imply endorsement. © 2017 XO Group Inc. All Rights Reserved.

MARKETPLACE PRODUCT IMPROVEMENTS — COUPLES 19 NEW FEATURES Making Vendor Information Available to Couples ● Design improvements ● Read/Write reviews ● Pricing tools ● Requesting a tour © 2017 XO Group Inc. All Rights Reserved.

MARKETPLACE PRODUCT IMPROVEMENTS — LOCAL PROS Making Couple Information Available To Vendors © 2017 XO Group Inc. All Rights Reserved. 20 NEW FEATURES

© 2017 XO Group Inc. All Rights Reserved. TRANSACTIONS 21

© 2017 XO Group Inc. All Rights Reserved. 22 THE BUMP: GROWING BABY PLATFORM Growing mobile user - base dramatically expands editorial and advertisers’ reach with innovative products, services and expert advice ● 9% Of Revenue* ● 6.9M ** YTD March 31, 2017 Average Monthly Unique Visitors (UVs) **Based on Internal Google Analytics ● ~ 4M *** Births/Year ● $60B+ *** Spend annually on newborns *For the full year of 2016 **source: Google Analytics **NCHS National Vital Health Statistics Reports and USDA report - expenditures on children and internal projections

$MM FY 2016 Long Term Target Model Net Revenue Y/Y Growth 7% Double digit growth Gross Margin % 94% 90 - 95% Adj. EBITDA Margin % 21% 20% LONG TERM TARGET FINANCIAL MODEL 23 © 2017 XO Group Inc. All Rights Reserved.

24 CAPITAL ALLOCATION PRIORITIES INTERNAL INVESTMENTS Focused on investments that better position the company to execute on our long - term growth roadmap 2013 - 2016 repurchased ~ $14 million in stock 2017 YTD* repurchased ~ $13 million ~ $12 Million remaining authorization* Focused on assets that accelerate our initiatives and have clear ROI SHARE REPURCHASE STRATEGIC TRANSACTIONS *as of June 30, 2017 24 © 2017 XO Group Inc. All Rights Reserved.

SUMMARY INCOME STATEMENT ($M) 3 MONTHS ENDED 6/30/17 (UNAUDITED) 3 MONTHS ENDED 6/30/16 (UNAUDITED) Revenue $42.2 $38.7 Gross Profit $39.4 $36.0 Margin 93% 93% *Adjusted EBITDA $7.9 $9.8 Net Income $1.4 $3.8 Earnings per Diluted Share $0.06 $0.15 *Earnings per Diluted Share (Non - GAAP) $0.11 $0.15 Q2 UPDATE *Non - GAAP, please see reconciliation at the end of this presentation SUMMARY BALANCE SHEET ($M) 6/30/17 (UNAUDITED) 12/31/16 (UNAUDITED) Cash and cash equivalents $98.4 $105.7 Other current assets $26.6 $25.4 Total Assets $200.9 210.2 Debt --- --- Current Liabilities $30.5 30.4 Total Liabilities $35.1 35.6 Total Liabilities and Stockholders’ Equity $200.9 $210.2 ● Total revenue increased 9% year - over - year ● Local online revenue increased 14% year - over - year ● Transactions revenue increased 27% year - over - year ● Ended the quarter with $98 million in cash and cash equivalents ● Repurchased and retired $8 million of common stock under the Company’s authorized repurchase program. © 2017 XO Group Inc. All Rights Reserved. 25

© 2017 XO Group Inc. All Rights Reserved. 26 QUESTIONS? Contact ir@xogrp.com

RECONCILIATION OF GAAP TO NON - GAAP FINANCIAL MEASURES (UNAUDITED) 27 © 2017 XO Group Inc. All Rights Reserved.

© 2017 XO Group Inc. All Rights Reserved. 28

© 2017 XO Group Inc. All Rights Reserved. 29