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 (1) 2025 Senior Notes, on a joint and several senior unsecured basis and (2) 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 December 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.



CONDENSED CONSOLIDATING STATEMENTS OF INCOME

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

Revenue	$	—	$	2,234,086	$	52,196		$	—		$	2,286,282
Costs and expenses:
Land and housing	—		1,836,704		—			—			1,836,704
Impairment of inventory and investment in joint venture arrangements	—		5,809		—			—			5,809
Acquisition and integration costs	—		1,700		—			—			1,700
General and administrative	—		112,225		25,554			—			137,779
Selling	—		142,829		—			—			142,829
Equity in income from joint venture arrangements	—		—		(312		)	—			(312		)
Interest	—		17,215		3,269			—			20,484
Total costs and expenses	—		2,116,482		28,511			—			2,144,993

Income before income taxes	—		117,604		23,685			—			141,289

Provision for income taxes	—		28,545		5,081			—			33,626

Equity in subsidiaries	107,663		—		—			(107,663		)	—

Net income	$	107,663	$	89,059	$	18,604		$	(107,663	)	$	107,663



CONDENSED CONSOLIDATING STATEMENTS OF INCOME

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

Revenue	$	—	$	1,912,278	$	49,693		$	—		$	1,961,971
Costs and expenses:
Land and housing	—		1,561,022		—			—			1,561,022
Impairment of inventory and investment in joint venture arrangements	—		7,681		—			—			7,681
General and administrative	—		103,094		23,188			—			126,282
Selling	—		128,327		—			—			128,327
Equity in income from joint venture arrangements	—		—		(539		)	—			(539		)
Interest	—		16,117		2,757			—			18,874
Total costs and expenses	—		1,816,241		25,406			—			1,841,647

Income before income taxes	—		96,037		24,287			—			120,324

Provision for income taxes	—		40,570		7,673			—			48,243

Equity in subsidiaries	72,081		—		—			(72,081		)	—

Net income	$	72,081	$	55,467	$	16,614		$	(72,081	)	$	72,081

Preferred dividends	3,656		—		—			—			3,656
Excess of fair value over book value of preferred shares redeemed	2,257		—		—			—			2,257

Net income available to common shareholders	$	66,168	$	55,467	$	16,614		$	(72,081	)	$	66,168



	Year Ended December 31, 2016
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	1,649,316	$	42,011		$	—		$	1,691,327
Costs and expenses:
Land and housing	—		1,358,183		—			—			1,358,183
Impairment of inventory and investment in joint venture arrangements	—		3,992		—			—			3,992
General and administrative	—		92,135		19,465			—			111,600
Selling	—		108,809		—			—			108,809
Equity in income from joint venture arrangements	—		—		(640		)	—			(640		)
Interest	—		15,486		2,112			—			17,598
Total costs and expenses	—		1,578,605		20,937			—			1,599,542

Income before income taxes	—		70,711		21,074			—			91,785

Provision for income taxes	—		28,161		7,015			—			35,176

Equity in subsidiaries	56,609		—		—			(56,609		)	—

Net income	$	56,609	$	42,550	$	14,059		$	(56,609	)	$	56,609

Preferred dividends	4,875		—		—			—			4,875

Net income available to common shareholders	$	51,734	$	42,550	$	14,059		$	(56,609	)	$	51,734



CONDENSED CONSOLIDATING BALANCE SHEET

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

ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	5,554	$	15,975	$	—		$	21,529
Mortgage loans held for sale	—		—		169,651		—			169,651
Inventory	—		1,674,460		—		—			1,674,460
Property and equipment - net	—		28,485		910		—			29,395
Investment in joint venture arrangements	—		33,297		2,573		—			35,870
Investment in subsidiaries	817,986		—		—		(817,986		)	—
Deferred income taxes, net of valuation allowances	—		13,482		—		—			13,482
Intercompany assets	579,447		—		—		(579,447		)	—
Goodwill	—		16,400		—		—			16,400
Other assets	2,325		47,738		10,731		—			60,794
TOTAL ASSETS	$	1,399,758	$	1,819,416	$	199,840	$	(1,397,433	)	$	2,021,581

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	131,089	$	422	$	—		$	131,511
Customer deposits	—		32,055		—		—			32,055
Intercompany liabilities	—		578,498		949		(579,447		)	—
Other liabilities	—		140,860		9,191		—			150,051
Community development district obligations	—		12,392		—		—			12,392
Obligation for consolidated inventory not owned	—		19,308		—		—			19,308
Notes payable bank - homebuilding operations	—		117,400		—		—			117,400
Notes payable bank - financial services operations	—		—		153,168		—			153,168
Notes payable - other	—		5,938		—		—			5,938
Senior notes due 2021 - net	297,884		—		—		—			297,884
Senior notes due 2025 - net	246,571		—		—		—			246,571
TOTAL LIABILITIES	544,455		1,037,540		163,730		(579,447		)	1,166,278

Shareholders’ equity	855,303		781,876		36,110		(817,986		)	855,303

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,399,758	$	1,819,416	$	199,840	$	(1,397,433	)	$	2,021,581



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
Investment in subsidiaries	722,508		—		—		(722,508		)	—
Deferred income tax asset	—		18,438		—		—			18,438
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



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2018
(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	$	12,185		$	(25,882	)	$	23,290		$	(12,185	)	$	(2,592	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(7,896		)	(245		)	—			(8,141		)
Acquisition, net of cash acquired	—			(100,960		)	—			—			(100,960		)
Proceeds from the sale of mortgage servicing rights	—			—			6,335			—			6,335
Intercompany investing	12,986			—			—			(12,986		)	—
Investments in and advances to joint venture arrangements	—			(30,588		)	(1,279		)	—			(31,867		)
Return of capital from joint venture arrangements	—			—			676			—			676
Net cash provided by (used in) investing activities	12,986			(139,444		)	5,487			(12,986		)	(133,957		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible senior subordinated notes	—			(65,941		)	—			—			(65,941		)
Proceeds from bank borrowings - homebuilding operations	—			666,600			—			—			666,600
Principal repayments of bank borrowings - homebuilding operations	—			(549,200		)	—			—			(549,200		)
Net repayments of bank borrowings - financial services operations	—			—			(15,027		)	—			(15,027		)
Proceeds from notes payable - other and CDD bond obligations	—			(4,638		)	—			—			(4,638		)
Dividends paid	—			—			(12,185		)	12,185			—
Repurchase of common shares	(25,709		)	—			—			—			(25,709		)
Intercompany financing	—			(7,388		)	(5,598		)	12,986			—
Debt issue costs	—			(75		)	(173		)	—			(248		)
Proceeds from exercise of stock options	538			—			—			—			538
Net cash (used in) provided by financing activities	(25,171		)	39,358			(32,983		)	25,171			6,375

Net decrease in cash, cash equivalents and restricted cash	—			(125,968		)	(4,206		)	—			(130,174		)
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	$	—		$	5,554		$	15,975		$	—		$	21,529



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Year Ended December 31, 2017
(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	$	15,581		$	(63,922	)	$	10,738		$	(15,581	)	$	(53,184	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(8,535		)	(264		)	—			(8,799		)
Intercompany investing	27,270			—			—			(27,270		)	—
Investments in and advances to joint venture arrangements	—			(6,117		)	(5,971		)	—			(12,088		)
Return of capital from joint venture arrangements	—			—			3,518			—			3,518
Proceeds from the sale of mortgage servicing rights	—			—			8,212			—			8,212
Net cash provided by (used in) investing activities	27,270			(14,652		)	5,495			(27,270		)	(9,157		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of preferred shares	(50,420		)	—			—			—			(50,420		)
Proceeds from issuance of senior notes	—			250,000			—			—			250,000
Proceeds from bank borrowings - homebuilding operations	—			398,300			—			—			398,300
Principal repayments of bank borrowings - homebuilding operations	—			(438,600		)	—			—			(438,600		)
Net proceeds from bank borrowings - financial services operations	—			—			15,300			—			15,300
Principal repayments of notes payable - other and CDD bond obligations	—			4,161			—			—			4,161
Dividends paid	(3,656		)	—			(15,581		)	15,581			(3,656		)
Intercompany financing	—			(18,143		)	(9,127		)	27,270			—
Debt issue costs	—			(6,549		)	(158		)	—			(6,707		)
Proceeds from exercise of stock options	11,225			—			—			—			11,225
Net cash (used in) provided by financing activities	(42,851		)	189,169			(9,566		)	42,851			179,603

Net increase in cash, cash equivalents and restricted cash	—			110,595			6,667			—			117,262
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	$	—		$	131,522		$	20,181		$	—		$	151,703



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Year Ended December 31, 2016
(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	$	11,653		$	42,572		$	(8,375	)	$	(11,653	)	$	34,197

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(12,505		)	(601		)	—			(13,106		)
Investments in and advances to joint venture arrangements	—			(13,764		)	(7,982		)	—			(21,746		)
Return of capital from joint venture arrangements	—			—			3,207			—			3,207
Intercompany investing	(6,960		)	—			—			6,960			—
Net cash (used in) provided by investing activities	(6,960		)	(26,269		)	(5,376		)	6,960			(31,645		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - homebuilding operations	—			351,500			—			—			351,500
Principal repayments of bank borrowings - homebuilding operations	—			(355,000		)	—			—			(355,000		)
Net proceeds from bank borrowings - financial services operations	—			—			29,247			—			29,247
Principal repayments of note payable - other and CDD bond obligations	—			(2,026		)	—			—			(2,026		)
Dividends paid	(4,875		)	—			(11,653		)	11,653			(4,875		)
Intercompany financing	—			7,407			(8,398		)	991			—
Debt issue costs	—			(153		)	(87		)	—			(240		)
Proceeds from exercise of stock options	182			—			—			—			182
Net cash (used in) provided by financing activities	(4,693		)	1,728			9,109			12,644			18,788

Net increase (decrease) in cash, cash equivalents and restricted cash	—			18,031			(4,642		)	7,951			21,340
Cash, cash equivalents and restricted cash balance at beginning of period	—			2,896			18,156			(7,951		)	13,101
Cash, cash equivalents and restricted cash balance at end of period	$	—		$	20,927		$	13,514		$	—		$	34,441