Supplemental Guarantor Information

The Company's obligations under the 2018 Senior Notes, 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 M/I Homes, Inc. (the parent company and the issuer of the aforementioned guaranteed notes), 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 December 31, 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

	Year Ended December 31, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	1,008,243		$	28,539		$	—		$	1,036,782
Costs and expenses:
Land and housing	—		824,508			—			—			824,508
Impairment of inventory and investment in unconsolidated joint ventures	—		5,805			—			—			5,805
General and administrative	—		66,249			13,245			—			79,494
Selling	—		68,209			73			—			68,282
Equity in income of unconsolidated joint ventures	—		—			(306		)	—			(306		)
Interest	—		14,556			1,382			—			15,938
Loss on early extinguishment of debt	—		1,726			—			—			1,726
Total costs and expenses	—		981,053			14,394			—			995,447

Income before income taxes	—		27,190			14,145			—			41,335

(Benefit) provision for income taxes	—		(114,866		)	4,778			—			(110,088		)

Equity in subsidiaries	151,423		—			—			(151,423		)	—

Net income (loss)	$	151,423	$	142,056		$	9,367		$	(151,423	)	$	151,423

Preferred dividends	3,656		—			—			—			3,656
Excess of fair value over book value of preferred shares redeemed	2,190		—			—			—			2,190

Net income (loss) to common shareholders	$	145,577	$	142,056		$	9,367		$	(151,423	)	$	145,577



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

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

Revenue	$	—	$	738,649		$	23,256	$	—		$	761,905
Costs and expenses:
Land and housing	—		610,540			—		—			610,540
Impairment of inventory and investment in unconsolidated joint ventures	—		3,502			—		—			3,502
General and administrative	—		51,307			11,320		—			62,627
Selling	—		56,396			10		—			56,406
Interest	—		14,650			1,421		—			16,071
Total costs and expenses	—		736,395			12,751		—			749,146

Income before income taxes	—		2,254			10,505		—			12,759

(Benefit) provision for income taxes	—		(4,157		)	3,569		—			(588		)

Equity in subsidiaries	13,347		—			—		(13,347		)	—

Net income (loss)	$	13,347	$	6,411		$	6,936	$	(13,347	)	$	13,347



	Year Ended December 31, 2011
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries		Eliminations		Consolidated

Revenue	$	—		$	551,958		$	14,466	$	—	$	566,424
Costs and expenses:
Land and housing	—			467,130			—		—		467,130
Impairment of inventory and investment in unconsolidated joint ventures	—			21,993			—		—		21,993
General and administrative	—			44,438			8,226		—		52,664
Selling	—			43,534			—		—		43,534
Interest	—			14,050			955		—		15,005
Total costs and expenses	—			591,145			9,181		—		600,326

(Loss) income before income taxes	—			(39,187		)	5,285		—		(33,902		)

(Benefit) provision for income taxes	—			(1,784		)	1,759		—		(25		)

Equity in subsidiaries	(33,877		)	—			—		33,877		—

Net (loss) income	$	(33,877	)	$	(37,403	)	$	3,526	$	33,877	$	(33,877	)



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash and cash equivalents	$	—	$	113,407	$	15,318	$	—		$	128,725
Restricted cash	—		13,902		—		—			13,902
Mortgage loans held for sale	—		—		81,810		—			81,810
Inventory	—		690,934		—		—			690,934
Property and equipment - net	—		10,267		269		—			10,536
Investment in unconsolidated joint ventures	—		13,525		21,741		—			35,266
Investment in subsidiaries	535,879		—		—		(535,879		)	—
Deferred income taxes, net of valuation allowances	—		109,763		1,148		—			110,911
Intercompany assets	318,852		—		—		(318,852		)	—
Other assets	9,892		17,180		11,020		—			38,092
TOTAL ASSETS	$	864,623	$	968,978	$	131,306	$	(854,731	)	$	1,110,176

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	69,887	$	339	$	—		$	70,226
Customer deposits	—		11,262		—		—			11,262
Intercompany liabilities	—		296,229		22,623		(318,852		)	—
Other liabilities	—		64,413		6,928		—			71,341
Community development district obligations	—		3,130		—		—			3,130
Obligation for consolidated inventory not owned	—		1,775		—		—			1,775
Notes payable bank - financial services operations	—		—		80,029		—			80,029
Notes payable - other	—		7,790		—		—			7,790
Convertible senior subordinated notes due 2017	57,500		—		—		—			57,500
Convertible senior subordinated notes due 2018	86,250		—		—		—			86,250
Senior notes	228,070		—		—		—			228,070
TOTAL LIABILITIES	371,820		454,486		109,919		(318,852		)	617,373

Shareholders' equity	492,803		514,492		21,387		(535,879		)	492,803

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	864,623	$	968,978	$	131,306	$	(854,731	)	$	1,110,176



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

	Year Ended December 31, 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		$	(72,633	)	$	(1,341	)	$	(7,100	)	$	(73,974	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			(5,185		)	—			—			(5,185		)
Purchase of property and equipment	—			(2,146		)	(236		)	—			(2,382		)
Investments in and advances to unconsolidated joint ventures	—			(13,525		)	(15,984		)	—			(29,509		)
Return of capital from unconsolidated joint ventures	—			—			1,522			—			1,522
Net cash (used in) provided by investing activities	—			(20,856		)	(14,698		)	—			(35,554		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - net	—			—			12,072			—			12,072
Principal repayments from notes payable - other and community development district bond obligations	—			(3,315		)	—			—			(3,315		)
Proceeds from issuance of convertible senior subordinated notes due 2018	86,250			—			—			—			86,250
Redemption of preferred shares	(50,352		)	—			—			—			(50,352		)
Dividends paid	(3,656		)	—			(7,100		)	7,100			(3,656		)
Proceeds from issuance of common shares	54,617			—			—			—			54,617
Intercompany financing	(96,599		)	89,279			7,320			—			—
Debt issue costs	—			(5,402		)	(99		)	—			(5,501		)
Proceeds from exercise of stock options	2,640			—			—			—			2,640
Net cash (used in) provided by financing activities	(7,100		)	80,562			12,193			7,100			92,755

Net decrease in cash and cash equivalents	—			(12,927		)	(3,846		)	—			(16,773		)
Cash and cash equivalents balance at beginning of period	—			126,334			19,164			—			145,498
Cash and cash equivalents balance at end of period	$	—		$	113,407		$	15,318		$	—		$	128,725



	Year Ended December 31, 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 (a)	$	3,500		$	(35,770	)	$	(11,225	)	$	(3,500	)	$	(46,995	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			32,779			—			—			32,779
Purchase of property and equipment	—			(854		)	(79		)	—			(933		)
Acquisition, net of cash acquired	—			(4,707		)	—			—			(4,707		)
Investments in and advances to unconsolidated joint ventures	—			—			(1,817		)	—			(1,817		)
Net cash used in investing activities	—			27,218			(1,896		)	—			25,322

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior notes	(41,443		)	—			—			—			(41,443		)
Proceeds from bank borrowings - net	—			—			15,351			—			15,351
Principal proceeds from note payable - other and community development district bond obligations	—			5,304			—			—			5,304
Proceeds from issuance of senior notes	29,700			—			—			—			29,700
Proceeds from issuance of convertible senior subordinated notes due 2017	57,500			—			—			—			57,500
Dividends paid (a)	—			—			(3,500		)	3,500			—
Proceeds from issuance of common shares	42,085			—			—			—			42,085
Intercompany financing	(96,104		)	91,856			4,248			—			—
Debt issue costs	—			(5,813		)	(68		)	—			(5,881		)
Proceeds from exercise of stock options	4,762			—			—			—			4,762
Net cash provided by financing activities	(3,500		)	91,347			16,031			3,500			107,378

Net increase in cash and cash equivalents	—			82,795			2,910			—			85,705
Cash and cash equivalents balance at beginning of period	—			43,539			16,254			—			59,793
Cash and cash equivalents balance at end of period	$	—		$	126,334		$	19,164		$	—		$	145,498

(a)

Certain amounts above have been reclassified from intercompany financing to dividends paid and cash flows from operating activities for the year ended 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 STATEMENT OF CASH FLOWS

	Year Ended December 31, 2011
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities (a)	$	2,500		$	(27,734	)	$	(6,227	)	$	(2,500	)	$	(33,961	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Change in restricted cash	—			(2,566		)	—			—			(2,566		)
Purchase of property and equipment	—			(1,314		)	(38		)	—			(1,352		)
Acquisition, net of cash acquired	—			(4,654		)	—			—			(4,654		)
Distributions from unconsolidated joint ventures	—			—			(752		)	—			(752		)
Net cash used in investing activities	—			(8,534		)	(790		)	—			(9,324		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of bank borrowings - net	—			—			20,409			—			20,409
Principal repayments of note payable-other and community development district bond obligations	—			(52		)	—			—			(52		)
Dividends paid (a)	—			—			(2,500		)	2,500			—
Intercompany financing	(4,233		)	8,135			(3,902		)	—			—
Debt issue costs	—			(150		)	(70		)	—			(220		)
Proceeds from exercise of stock options	1,500			—			—			—			1,500
Excess tax benefit from stock-based payment arrangements	233			—			—			—			233
Net cash provided by financing activities	(2,500		)	7,933			13,937			2,500			21,870

Net (decrease) increase in cash and cash equivalents	—			(28,335		)	6,920			—			(21,415		)
Cash and cash equivalents balance at beginning of period	—			71,874			9,334			—			81,208
Cash and cash equivalents balance at end of period	$	—		$	43,539		$	16,254		$	—		$	59,793

(a)

Certain amounts above have been reclassified from intercompany financing to dividends paid and cash flows from operating activities for the year ended December 31, 2011. 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.