Supplemental Guarantor Information

The Company's obligations under the 2018 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes are not guaranteed by all of the Company's subsidiaries and therefore, the Company has disclosed condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. The subsidiary guarantors of the 2018 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes are the same.

The following condensed consolidating financial information includes balance sheets, statements of operations and cash flow information for the parent company, the Guarantor Subsidiaries, collectively, and for all other subsidiaries and joint ventures of the Company (the “Unrestricted Subsidiaries”), collectively. Each Guarantor Subsidiary is a direct or indirect 100%-owned subsidiary of M/I Homes, Inc. and has fully and unconditionally guaranteed the (a) 2018 Senior Notes, on a joint and several senior unsecured basis, (b) the 2017 Convertible Senior Subordinated Notes on a joint and several senior subordinated unsecured basis and (c) the 2018 Convertible Senior Subordinated Notes on a joint and several senior subordinated unsecured basis.

There are no significant restrictions on the parent company's ability to obtain funds from its Guarantor Subsidiaries in the form of a dividend, loan, or other means.

As of September 30, 2013, each of the Company's subsidiaries is a Guarantor Subsidiary, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, title insurance or similar financial businesses relating to the homebuilding and home sales business, certain subsidiaries that are not 100%-owned by the Company or another subsidiary, and other subsidiaries designated by the Company as Unrestricted Subsidiaries, subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the Indenture for the 2018 Senior Notes.

In the condensed financial tables presented below, the parent company presents all of its 100%-owned subsidiaries as if they were accounted for under the equity method. All applicable corporate expenses have been allocated appropriately among the Guarantor Subsidiaries and Unrestricted Subsidiaries.



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Three Months Ended September 30, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	268,514		$	6,681		$	—		$	275,195
Costs and expenses:
Land and housing	—		218,150			—			—			218,150
Impairment of inventory and investment in unconsolidated joint ventures	—		2,136						—			2,136
General and administrative	—		15,309			2,952			—			18,261
Selling	—		17,979			20			—			17,999
Equity in income of unconsolidated joint ventures	—		—			(278		)	—			(278		)
Interest	—		3,087			362			—			3,449
Loss on early extinguishment of debt	—		1,726			—			—			1,726
Total costs and expenses	—		258,387			3,056			—			261,443

Income before income taxes	—		10,127			3,625			—			13,752

(Benefit) provision for income taxes	—		(112,694		)	1,135			—			(111,559		)

Equity in subsidiaries	125,311		—			—			(125,311		)	—

Net income (loss)	125,311		122,821			2,490			(125,311		)	125,311

Preferred dividends	1,219		—			—			—			1,219

Net income (loss) to common shareholders	$	124,092	$	122,821		$	2,490		$	(125,311	)	$	124,092



	Three Months Ended September 30, 2012
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries		Eliminations			Consolidated

Revenue	$	—	$	202,492		$	6,383	$	—		$	208,875
Costs and expenses:
Land and housing	—		164,452			—		—			164,452
Impairment of inventory and investment in unconsolidated joint ventures	—		1,309			—		—			1,309
General and administrative	—		13,425			2,591		—			16,016
Selling	—		14,647			—		—			14,647
Interest	—		3,584			415		—			3,999
Total costs and expenses	—		197,417			3,006		—			200,423

Income before income taxes	—		5,075			3,377		—			8,452

(Benefit) provision for income taxes	—		(1,003		)	1,141		—			138

Equity in subsidiaries	8,314		—			—		(8,314		)	—

Net income (loss)	$	8,314	$	6,078		$	2,236	$	(8,314	)	$	8,314



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Nine Months Ended September 30, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	678,132		$	22,343		$	—		$	700,475
Costs and expenses:
Land and housing	—		556,799			—			—			556,799
Impairment of inventory and investment in unconsolidated joint ventures	—		4,237			—			—			4,237
General and administrative	—		43,104			9,285			—			52,389
Selling	—		47,317			66			—			47,383
Equity in income of unconsolidated joint ventures	—		—			(278		)	—			(278		)
Interest	—		11,171			1,015			—			12,186
Loss on early extinguishment of debt	—		1,726			—			—			1,726
Total costs and expenses	—		664,354			10,088			—			674,442

Income before income taxes	—		13,778			12,255			—			26,033

(Benefit) provision for income taxes	—		(115,308		)	4,179			—			(111,129		)

Equity in subsidiaries	137,162		—			—			(137,162		)	—

Net income (loss)	137,162		129,086			8,076			(137,162		)	137,162

Preferred dividends	2,438		—			—			—			2,438
Excess of fair value over book value of preferred shares redeemed	2,190		—			—			—			2,190

Net income (loss) to common shareholders	$	132,534	$	129,086		$	8,076		$	(137,162	)	$	132,534



	Nine Months Ended September 30, 2012
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries		Eliminations			Consolidated

Revenue	$	—	$	495,371		$	15,623	$	—		$	510,994
Costs and expenses:
Land and housing	—		408,893			—		—			408,893
Impairment of inventory and investment in unconsolidated joint ventures	—		1,876			—		—			1,876
General and administrative	—		34,938			7,361		—			42,299
Selling	—		38,482			1		—			38,483
Interest	—		10,972			1,094		—			12,066
Total costs and expenses	—		495,161			8,456		—			503,617

Income before income taxes	—		210			7,167		—			7,377

(Benefit) provision for income taxes	—		(3,403		)	2,448		—			(955		)

Equity in subsidiaries	8,332		—			—		(8,332		)	—

Net income (loss)	$	8,332	$	3,613		$	4,719	$	(8,332	)	$	8,332



CONDENSED CONSOLIDATING BALANCE SHEET

	September 30, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash and cash equivalents	$	—	$	126,254	$	16,221	$	—		$	142,475
Restricted cash	—		15,806		—		—			15,806
Mortgage loans held for sale	—		—		60,388		—			60,388
Inventory	—		676,336		—		—			676,336
Property and equipment - net	—		10,139		207		—			10,346
Investment in unconsolidated joint ventures	—		14,656		19,432		—			34,088
Investment in subsidiaries	521,617		—		—		(521,617		)	—
Deferred income taxes, net of valuation allowances	—		112,164		518		—			112,682
Intercompany assets	319,136		—		—		(319,136		)	—
Other assets	10,547		12,389		8,010		—			30,946
TOTAL ASSETS	$	851,300	$	967,744	$	104,776	$	(840,753	)	$	1,083,067

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	85,383	$	421	$	—		$	85,804
Customer deposits	—		14,918		—		—			14,918
Intercompany liabilities	—		298,130		21,006		(319,136		)	—
Other liabilities	—		54,669		7,641		—			62,310
Community development district obligations	—		3,419		—		—			3,419
Obligation for consolidated inventory not owned	—		1,576		—		—			1,576
Notes payable bank - financial services operations	—		—		55,614		—			55,614
Notes payable - other	—		8,126		—		—			8,126
Convertible senior subordinated notes due 2017	57,500		—		—		—			57,500
Convertible senior subordinated notes due 2018	86,250		—		—		—			86,250
Senior notes	227,970		—		—		—			227,970
TOTAL LIABILITIES	371,720		466,221		84,682		(319,136		)	603,487

SHAREHOLDERS' EQUITY	479,580		501,523		20,094		(521,617		)	479,580

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	851,300	$	967,744	$	104,776	$	(840,753	)	$	1,083,067



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2012
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash and cash equivalents	$	—	$	126,334	$	19,164	$	—		$	145,498
Restricted cash	—		8,680		—		—			8,680
Mortgage loans held for sale	—		—		71,121		—			71,121
Inventory	—		540,761		16,056		—			556,817
Property and equipment - net	—		10,314		125		—			10,439
Investment in unconsolidated joint ventures	—		—		11,732		—			11,732
Investment in subsidiaries	391,555		—		—		(391,555		)	—
Intercompany assets	219,962		—		—		(219,962		)	—
Other assets	9,081		12,375		5,557		—			27,013
TOTAL ASSETS	$	620,598	$	698,464	$	123,755	$	(611,517	)	$	831,300

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	46,882	$	808	$	—		$	47,690
Customer deposits	—		10,239		—		—			10,239
Intercompany liabilities	—		205,389		14,573		(219,962		)	—
Other liabilities	—		44,230		5,742		—			49,972
Community development district obligations	—		4,634		—		—			4,634
Obligation for consolidated inventory not owned	—		3,549		15,556		—			19,105
Notes payable bank - financial services operations	—		—		67,957		—			67,957
Notes payable - other	—		11,105		—		—			11,105
Convertible senior subordinated notes due 2017	57,500		—		—		—			57,500
Senior notes	227,670		—		—		—			227,670
TOTAL LIABILITIES	285,170		326,028		104,636		(219,962		)	495,872

SHAREHOLDERS' EQUITY	335,428		372,436		19,119		(391,555		)	335,428

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	620,598	$	698,464	$	123,755	$	(611,517	)	$	831,300


(a)	Certain amounts above have been reclassified from intercompany assets to intercompany liabilities as of December 31, 2012. These reclassifications relate solely to transactions between M/I Homes, Inc. and its subsidiaries and are immaterial to the Supplemental Condensed Consolidated Financial Statements. These reclassifications do not impact the Company's consolidated financial statements.



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2013
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	7,100		$	(60,703	)	$	20,267		$	(7,100	)	$	(40,436	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			(7,274		)	—						(7,274		)
Purchase of property and equipment	—			(1,528		)	(126		)				(1,654		)
Investments in and advances to unconsolidated joint ventures	—			(14,657		)	(10,839		)	—			(25,496		)
Return of capital from unconsolidated joint ventures	—			—			1,522			—			1,522
Net cash used in investing activities	—			(23,459		)	(9,443		)	—			(32,902		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of bank borrowings - net	—			—			(12,343		)	—			(12,343		)
Principal repayments of note payable - other and community development district bond obligations	—			(2,979		)	—			—			(2,979		)
Proceeds from issuance of convertible senior subordinated notes due 2018	86,250			—			—			—			86,250
Redemption of preferred shares	(50,352		)	—			—			—			(50,352		)
Proceeds from issuance of common shares	54,617			—			—			—			54,617
Proceeds from exercise of stock options	2,640			—			—			—			2,640
Excess tax benefits from stock-based payment arrangements	383			—			—			—			383
Intercompany financing	(98,200		)	92,463			5,737			—			—
Dividends paid	(2,438		)	—			(7,100		)	7,100			(2,438		)
Debt issue costs	—			(5,402		)	(61		)	—			(5,463		)
Net cash (used in) provided by financing activities	(7,100		)	84,082			(13,767		)	7,100			70,315

Net (decrease) increase in cash and cash equivalents	—			(80		)	(2,943		)	—			(3,023		)
Cash and cash equivalents balance at beginning of period	—			126,334			19,164			—			145,498
Cash and cash equivalents balance at end of period	$	—		$	126,254		$	16,221		$	—		$	142,475



	Nine Months Ended September 30, 2012
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	2,000		$	(20,546	)	$	4,225		$	(2,000	)	$	(16,321	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			32,391			—			—			32,391
Purchase of property and equipment	—			(786		)	(72		)	—			(858		)
Acquisition, net of cash acquired	—			(4,707		)	—			—			(4,707		)
Investments in and advances to unconsolidated joint ventures	—			—			(949		)	—			(949		)
Net cash provided by (used in) investing activities	—			26,898			(1,021		)	—			25,877

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - net	—			—			2,234			—			2,234
Repayment of Senior Notes	(41,443		)	—			—			—			(41,443		)
Principal proceeds from note payable - other and community development district bond obligations	—			4,968			—			—			4,968
Proceeds from issuance of convertible senior subordinated notes due 2017	57,500			—			—			—			57,500
Proceeds from issuance of common shares	42,085			—			—			—			42,085
Intercompany financing	(91,057		)	91,852			(795		)	—			—
Proceeds from issuance of senior notes	29,700			—			—			—			29,700
Dividends paid	—			—			(2,000		)	2,000			—
Debt issue costs	—			(5,812		)	(31		)	—			(5,843		)
Proceeds from exercise of stock options	1,215			—			—			—			1,215
Net cash provided by (used in) financing activities	(2,000		)	91,008			(592		)	2,000			90,416

Net increase in cash and cash equivalents	—			97,360			2,612			—			99,972
Cash and cash equivalents balance at beginning of period	—			43,539			16,254			—			59,793
Cash and cash equivalents balance at end of period	$	—		$	140,899		$	18,866		$	—		$	159,765

(a)

Certain amounts above have been reclassified from intercompany financing to dividends paid and cash flows from operating activities for the nine months ended September 30, 2012. These reclassifications relate solely to transactions between M/I Homes, Inc. and its subsidiaries and are immaterial to the Supplemental Condensed Consolidated Financial Statements. These reclassifications do not impact the Company's consolidated financial statements.