XO Group Investor Presentation — May 2017

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MAY 9, 2017 SAFE HARBOR

© 2017 XO Group Inc. All Rights Reserved. 3 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 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