UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549












FORM 10-K/A

(AMENDMENT NO. 1)














|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For the Fiscal Year Ended December 31,
2017

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------



Commission File Number 000-28271












XO GROUP INC.

(Exact Name of Registrant
as Specified in Its Charter)



|Delaware                                                               | 13-3895178                                     
|---------------------------------------------------------------------- | -----------------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (I.R.S. Employer
        Identification Number)



195 Broadway, 25th Floor

New York, New York 10007

(Address of Principal
Executive Offices and Zip Code)



(212) 219-8555

(Registrant’s Telephone
Number, Including Area Code)



Securities registered
pursuant to Section 12(b) of the Act:



|Title of Each Class                     |  | Name of Each Exchange on which Registered
|--------------------------------------- |  | -----------------------------------------
|Common Stock, par value $0.01 per share |  | New York Stock Exchange                  



Securities registered
pursuant to Section 12(g) of the Act: None



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈  No x



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ̈  No x



Indicate by check
mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x  No  ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes x  No  ̈



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K x



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large Accelerated Filer  ̈                     | Accelerated Filer x        
|--------------------------------------------- | ---------------------------
|Non-Accelerated Filer  ̈                       | Smaller Reporting Company  ̈
|(Do not check if a smaller reporting company) |                            
|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.  ̈



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No x



The aggregate market value of voting common stock held by non-affiliates
of the registrant as of June 30, 2017 was approximately $370,141,472. The number of shares outstanding of the registrant’s
common stock as of February 28, 2018 was 25,706,590. The registrant does not have any non-voting stock outstanding.





DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrant’s
definitive proxy statement for the 2018 Annual Meeting of Stockholders are incorporated by reference into Part III.


















EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (“Form
10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2017, initially filed with the Securities and
Exchange Commission on March 2, 2018 (the “Original Filing”), is being filed solely to revise Part II, Item 9A. “Controls
and Procedures” in response to a comment received from the staff of the Division of Corporation Finance. This Form 10-K/A
amends and restates in its entirety Part II, Item 9A of the Original Filing. Except as stated above, this Form 10-K/A does not
reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original
Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing.



As required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed
as exhibits to this Amendment under Item 15 of Part IV hereof.



2







Item 9A. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Company has established disclosure controls
and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated
to the Company’s management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),
as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our management, including the
CEO and the CFO, has concluded that as of December 31, 2017 the Company’s disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such
information is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure.



Report of Management on Internal Control Over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Under the supervision and with the participation
of our management, we conducted an evaluation of the effectiveness of its internal control over financial reporting as of December
31, 2017 based upon Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). Based on our evaluation, our management, including the CEO and CFO, has concluded that our internal
control over financial reporting is effective as of December 31, 2017.



As previously described in “Part II.
Item 9A. Controls and Procedures” of the Company’s 2016 Form 10-K, we had identified a material weakness, which is
defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.



Specifically, certain controls over national
online advertising did not operate effectively as they did not ensure that revenue is recognized based on the targeting of impressions
ordered by our customers. As a result, in some instances, the controls did not prevent the recognition of revenue for impressions
ordered by our customers that we did not deliver to the correct targeting. The errors arising from the underlying deficiency were
not material to the Consolidated Financial Statements reported in any interim or annual period and therefore, did not result in
a revision to previously filed Consolidated Financial Statements. However, this control deficiency could have resulted in a material
misstatement to the annual or interim Consolidated Financial Statements that would not be prevented or detected in a timely manner.
Accordingly, we determined that this control deficiency constituted a material weakness.



In response to the material weakness, we
implemented a remediation plan that included the following:



|• | Implementing specific review procedures designed to ensure inventory is being accurately matched to customer orders
|- | -------------------------------------------------------------------------------------------------------------------

|• | Strengthening our user access to the systems that execute our national online advertising.
|- | ------------------------------------------------------------------------------------------



Our enhanced review procedures and access
standards were in place during 2017. We have tested the enhanced internal controls and related procedures and accesses. We have
concluded, through testing, that the newly implemented controls have operated for a sufficient period of time and are operating
effectively, and that the material weakness previously identified has been remediated.



The independent registered public accounting
firm, Ernst & Young LLP, has audited the consolidated financial statements included in this Form 10-K and, as part of the audit,
has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2017, which is included
in this Form 10-K in Item 8, “Financial Statements and Supplementary Data.”





3







Changes in Internal Control over Financial Reporting



There were no changes in the Company’s
internal control over financial reporting during the quarter ended December 31, 2017, that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.



Inherent Limitations on Effectiveness of Controls



The Company’s management, including
the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s
internal control over financial reporting will prevent or detect all error and all fraud. A control system, regardless of how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be
met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected.



4







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, XO Group Inc. has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on this 2nd day of August
2018.



| | XO GROUP INC.
| | -------------
| |              
| |              
| | By:          
| |              
| |              



5







EXHIBIT INDEX



|Number |  | Description                                                                                                                                                         
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                     
|31.1   |  | Certification of Chief Executive Officer and President Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2   |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|32.1†  |  | Certification of Chief Executive Officer and President Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      
|32.2†  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                    





| | † | The certifications attached as Exhibit 32.1 and Exhibit
32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed
“filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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