Supplemental Guarantor Information

The Company’s obligations under the 2025 Senior Notes and the 2021 Senior 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 Guarantor Subsidiaries of the 2025 Senior Notes and the 2021 Senior Notes are the same.

The following condensed consolidating financial information includes balance sheets, statements of income 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) 2025 Senior Notes on a joint and several senior unsecured basis and (b) 2021 Senior Notes on a joint and several senior 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 March 31, 2018, 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 governing the 2025 Senior Notes and the indenture governing the 2021 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.



UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	Three Months Ended March 31, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	422,831	$	15,026		$	—		$	437,857
Costs and expenses:
Land and housing	—		348,702		—			—			348,702
General and administrative	—		22,171		5,780			—			27,951
Selling	—		30,063		—			—			30,063
Acquisition and integration costs	—		1,700		—			—			1,700
Equity in income of joint venture arrangements	—		—		(310		)	—			(310		)
Interest	—		5,108		770			—			5,878
Total costs and expenses	—		407,744		6,240			—			413,984

Income before income taxes	—		15,087		8,786			—			23,873

Provision for income taxes	—		3,906		1,904			—			5,810

Equity in subsidiaries	18,063		—		—			(18,063		)	—

Net income	$	18,063	$	11,181	$	6,882		$	(18,063	)	$	18,063



	Three Months Ended March 31, 2017
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	392,673	$	14,307		$	—		$	406,980
Costs and expenses:
Land and housing	—		320,281		—			—			320,281
General and administrative	—		22,460		5,300			—			27,760
Selling	—		27,283		—			—			27,283
Equity in income of joint venture arrangements	—		—		(17		)	—			(17		)
Interest	—		4,670		668			—			5,338
Total costs and expenses	—		374,694		5,951			—			380,645

Income before income taxes	—		17,979		8,356			—			26,335

Provision for income taxes	—		6,489		2,963			—			9,452

Equity in subsidiaries	16,883		—		—			(16,883		)	—

Net income	16,883		11,490		5,393			(16,883		)	16,883

Preferred dividends	1,219		—		—			—			1,219

Net income available to common shareholders	$	15,664	$	11,490	$	5,393		$	(16,883	)	$	15,664



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

	March 31, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	30,416	$	23,161	$	—		$	53,577
Mortgage loans held for sale	—		—		110,612		—			110,612
Inventory	—		1,580,344		—		—			1,580,344
Property and equipment - net	—		24,915		957		—			25,872
Investment in joint venture arrangements	—		14,784		7,282		—			22,066
Deferred income tax asset	—		18,104		—		—			18,104
Investment in subsidiaries	737,821		—		—		(737,821		)	—
Intercompany assets	588,850		—		—		(588,850		)	—
Goodwill	—		16,400		—		—			16,400
Other assets	2,931		56,700		7,767		—			67,398
TOTAL ASSETS	$	1,329,602	$	1,741,663	$	149,779	$	(1,326,671	)	$	1,894,373

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	118,482	$	357	$	—		$	118,839
Customer deposits	—		37,454		—		—			37,454
Intercompany liabilities	—		581,356		7,494		(588,850		)	—
Other liabilities	—		97,363		5,395		—			102,758
Community development district obligations	—		12,499		—		—			12,499
Obligation for consolidated inventory not owned	—		18,199		—		—			18,199
Notes payable bank - homebuilding operations	—		162,300		—		—			162,300
Notes payable bank - financial services operations	—		—		102,711		—			102,711
Notes payable - other	—		10,011		—		—			10,011
Senior notes due 2021 - net	297,056		—		—		—			297,056
Senior notes due 2025 - net	246,181		—		—		—			246,181
TOTAL LIABILITIES	543,237		1,037,664		115,957		(588,850		)	1,108,008

SHAREHOLDERS’ EQUITY	786,365		703,999		33,822		(737,821		)	786,365

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,329,602	$	1,741,663	$	149,779	$	(1,326,671	)	$	1,894,373



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2017
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	131,522	$	20,181	$	—		$	151,703
Mortgage loans held for sale	—		—		171,580		—			171,580
Inventory	—		1,414,574		—		—			1,414,574
Property and equipment - net	—		25,815		1,001		—			26,816
Investment in joint venture arrangements	—		13,930		6,595		—			20,525
Deferred income tax asset	—		18,438		—		—			18,438
Investment in subsidiaries	722,508		—		—		(722,508		)	—
Intercompany assets	650,599		—		—		(650,599		)	—
Other assets	3,154		48,430		9,551		—			61,135
TOTAL ASSETS	$	1,376,261	$	1,652,709	$	208,908	$	(1,373,107	)	$	1,864,771

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	116,773	$	460	$	—		$	117,233
Customer deposits	—		26,378		—		—			26,378
Intercompany liabilities	—		645,048		5,551		(650,599		)	—
Other liabilities	—		126,522		5,012		—			131,534
Community development district obligations	—		13,049		—		—			13,049
Obligation for consolidated inventory not owned	—		21,545		—		—			21,545
Notes payable bank - financial services operations	—		—		168,195		—			168,195
Notes payable - other	—		10,576		—		—			10,576
Convertible senior subordinated notes due 2018 - net	86,132		—		—		—			86,132
Senior notes due 2021 - net	296,780		—		—		—			296,780
Senior notes due 2025 - net	246,051		—		—		—			246,051
TOTAL LIABILITIES	628,963		959,891		179,218		(650,599		)	1,117,473

SHAREHOLDERS’ EQUITY	747,298		692,818		29,690		(722,508		)	747,298

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,376,261	$	1,652,709	$	208,908	$	(1,373,107	)	$	1,864,771



UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2018
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	2,750		$	(96,116	)	$	64,926		$	(2,750	)	$	(31,190	)

INVESTING ACTIVITIES:
Purchase of property and equipment	—			(95		)	(35		)	—			(130		)
Acquisition	—			(100,763		)	—			—			(100,763		)
Intercompany investing	(3,176		)	—			—			3,176			—
Investments in and advances to joint venture arrangements	—			(1,327		)	(563		)	—			(1,890		)
Net proceeds from the sale of mortgage servicing rights	—			—			5,111			—			5,111
Net cash (used in) provided by investing activities	(3,176		)	(102,185		)	4,513			3,176			(97,672		)

FINANCING ACTIVITIES:
Repayment of convertible senior subordinated notes due 2018	—			(65,941		)	—			—			(65,941		)
Proceeds from bank borrowings - homebuilding operations	—			233,500			—			—			233,500
Principal repayments of bank borrowings - homebuilding operations	—			(71,200		)	—			—			(71,200		)
Net repayments of bank borrowings - financial services operations	—			—			(65,484		)	—			(65,484		)
Principal repayment of notes payable - other and CDD bond obligations	—			(565		)	—			—			(565		)
Proceeds from exercise of stock options	426			—			—			—			426
Intercompany financing	—			1,401			1,775			(3,176		)	—
Dividends paid	—			—			(2,750		)	2,750			—
Net cash provided by (used in) financing activities	426			97,195			(66,459		)	(426		)	30,736

Net (decrease) increase in cash, cash equivalents and restricted cash	—			(101,106		)	2,980			—			(98,126		)
Cash, cash equivalents and restricted cash balance at beginning of period	—			131,522			20,181			—			151,703
Cash, cash equivalents and restricted cash balance at end of period	$	—		$	30,416		$	23,161		$	—		$	53,577



	Three Months Ended March 31, 2017
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	200		$	(77,003	)	$	53,728		$	(200	)	$	(23,275	)

INVESTING ACTIVITIES:
Purchase of property and equipment	—			(932		)	(61		)	—			(993		)
Intercompany Investing	523			—			—			(523		)	—
Investments in and advances to joint venture arrangements	—			(857		)	(2,340		)	—			(3,197		)
Net proceeds from the sale of mortgage servicing rights	—			—			7,396			—			7,396
Net cash provided by (used in) investing activities	523			(1,789		)	4,995			(523		)	3,206

FINANCING ACTIVITIES:
Proceeds from bank borrowings - homebuilding operations	—			162,000			—			—			162,000
Principal repayments of bank borrowings - homebuilding operations	—			(91,400		)	—			—			(91,400		)
Net repayments of bank borrowings - financial services operations	—			—			(45,958		)	—			(45,958		)
Proceeds from notes payable - other and CDD bond obligations	—			607			—			—			607
Intercompany financing	—			1,816			(2,339		)	523			—
Dividends paid	(1,219		)	—			(200		)	200			(1,219		)
Proceeds from exercise of stock options	496			—			—			—			496
Net cash (used in) provided by financing activities	(723		)	73,023			(48,497		)	723			24,526

Net increase (decrease) in cash, cash equivalents and restricted cash	—			(5,769		)	10,226			—			4,457
Cash, cash equivalents and restricted cash balance at beginning of period	—			20,927			13,514			—			34,441
Cash, cash equivalents and restricted cash balance at end of period	$	—		$	15,158		$	23,740		$	—		$	38,898