RECENT DEVELOPMENTS

During fiscal 2002, we acquired nine homebuilding companies for a total of
approximately $600 million, including debt of the acquired companies. Among
other things, these acquisitions brought us for the first time into the
Carolinas and into the Chicago, Baltimore and Central Valley, California
homebuilding markets which added to our operations in that state. On January 30,
2003, we completed our acquisition of Seppala Homes, a South Carolina
homebuilder.

During fiscal 2002, Leonard Miller, one of our founders, passed away.
Because of that, voting control of a majority in voting power of our outstanding
stock was transferred to Stuart Miller, who since 1997 has been our President
and Chief Executive Officer.

We are always looking at the possibility of acquiring homebuilding or
similar companies or their assets. We frequently enter into confidentiality
agreements before we begin our exploratory evaluations of possible acquisition
opportunities. At January 31, 2003, we were a party to confidentiality
agreements relating to a number of homebuilding and other companies, including
several publicly held companies. Our exploratory evaluations under these or
future confidentiality agreements may result in acquisition transactions.
However, at the date of this prospectus supplement, we were not engaged in full
scale due diligence, and were not discussing transaction terms, regarding any
company or companies that would materially affect our balance sheet or our
income statement.

Our willingness to use Common Stock in acquisitions, or to sell Common
Stock, could be adversely affected by the fact that if at any time our Class B
Common Stock (which entitles holders to ten votes per share, is essentially
non-transferable other than through conversion into Common Stock and is almost
entirely owned by entities controlled by Stuart Miller, our President and Chief
Executive Officer, and his family) is less than 10% of the outstanding Common
Stock and Class B Common Stock taken together, all the Class B Common Stock will
automatically be converted into Common Stock. We are considering possible ways
of changing our capital structure to facilitate acquisitions and equity
offerings, including possible ways to increase the number of outstanding shares
of Class B Common Stock, in order to increase the number of shares of Common
Stock we could issue.

S-3

SUMMARY FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table contains summary financial and operating information
about us. The financial information at or for the year ended November 30, 2002
has been derived from unaudited financial statements which are in the process of
being audited. In the opinion of our management, the unaudited financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the unaudited
period.

The summary financial and operating information at or for the years ended
November 30, 1998 through 2001 has been derived from our audited consolidated
financial statements. The historical financial information should be read in
conjunction with our annual report on Form 10-K for the fiscal year ended
November 30, 2001 and our quarterly reports on Form 10-Q for fiscal 2002, which
are incorporated by reference into the prospectus which accompanies this
prospectus supplement.

<Table>
<Caption>
AT OR FOR THE YEARS ENDED NOVEMBER 30,
-----------------------------------------------------------
2002 2001 2000 1999 1998
----------- --------- --------- --------- ---------
(UNAUDITED)

RESULTS OF OPERATIONS:
Revenues:
Homebuilding.................... $6,835,583 5,603,947 4,390,034 2,849,207 2,204,428
Financial services.............. $ 484,219 425,354 316,934 269,307 212,437
Total revenues.................. $7,319,802 6,029,301 4,706,968 3,118,514 2,416,865
Operating earnings:
Homebuilding.................... $ 979,623 785,626 480,796 340,803 283,369
Financial services.............. $ 127,611 89,131 43,595 31,096 33,335
Corporate general and
administrative expenses......... $ 85,958 75,831 50,155 37,563 28,962
Earnings before provision for
income taxes.................... $ 875,709 679,423 375,635 285,477 240,114
Net earnings....................... $ 545,129 417,845 229,137 172,714 144,068
Net earnings per share (diluted)... $ 7.72 6.01 3.64 2.74 2.49
FINANCIAL POSITION:
Inventories........................ $3,237,577 2,416,541 2,301,584 1,274,551 1,198,553
Total assets....................... $5,755,633 4,714,426 3,777,914 2,057,647 1,917,834
Homebuilding debt.................. $1,585,309 1,505,255 1,254,650 523,661 530,630
Financial services debt............ $ 862,618 707,077 448,860 278,634 268,208
Total debt......................... $2,447,927 2,212,332 1,703,510 802,295 798,838
Stockholders' equity............... $2,229,157 1,659,262 1,228,580 881,499 715,665
OTHER DATA:
Depreciation and amortization...... $ 47,031 48,383 44,267 38,956 25,264
Interest incurred(1)............... $ 130,597 127,926 117,444 54,640 50,464
Ratio of earnings to fixed
charges......................... 6.7 5.3 3.5 4.7 4.7
Homebuilding debt as a percentage
of total capitalization(2)...... 42% 48% 51% 37% 43%
Homebuilding net debt as a
percentage of total
capitalization(3)............... 28% 29% 44% 33% 41%
EBITDA(4):
Homebuilding.................... $ 933,444 748,528 464,499 332,745 275,169
Consolidated(5)................. $1,068,307 847,309 518,502 373,292 313,006
Homebuilding EBITDA to interest
incurred(1)..................... 7.1 5.9 4.0 6.1 5.5
Consolidated EBITDA to interest
incurred(1)(5).................. 8.2 6.6 4.4 6.8 6.2
</Table>

S-5

DELIVERY AND BACKLOG INFORMATION
(INCLUDING UNCONSOLIDATED
PARTNERSHIPS):
Number of homes delivered.......... 27,393 23,899 18,578 12,606 10,777
Backlog of home sales
contracts(6).................... 12,108 8,339 8,363 2,903 4,100
Dollar value of backlog(6)......... $3,200,000 1,982,000 2,072,000 662,000 840,000
</Table>

- ---------------

(1) Interest incurred excludes all interest on financial services debt.

(2) Total capitalization for purposes of this ratio represents homebuilding debt
and stockholders' equity. It does not reflect the issuance of the Notes.

(3) Total capitalization for purposes of this ratio represents homebuilding net
debt and stockholders' equity. It does not reflect the issuance of the
Notes. Homebuilding net debt is homebuilding debt net of homebuilding cash.

(4) Earnings before deductions for interest, taxes, depreciation and
amortization, or EBITDA, is provided because it is a measure commonly used
to evaluate a company's ability to service its indebtedness. EBITDA is
presented to enhance the understanding of our operating results and is not
intended to represent cash flows or results of operations in accordance with
accounting principles generally accepted in the United States, or GAAP, for
the periods indicated. EBITDA is not a measurement under GAAP and is not
necessarily comparable with similarly titled measures of other companies.

(5) Consolidated EBITDA includes financial services operating earnings before
financial services depreciation and amortization. We do not add back
interest expense of our financial services subsidiaries to calculate
consolidated EBITDA.

(6) Backlog is the number of homes subject to pending sales contracts, some of
which are subject to contingencies. Although contracts relating to these
homes were executed, there can be no assurance that the sales will be
completed.

S-6

CAPITALIZATION
(In thousands, except per share amounts)

The table below shows our capitalization at November 30, 2002 on an
unaudited actual basis and as adjusted to give effect to the issuance of the
Notes:

<Table>
<Caption>
ACTUAL AS ADJUSTED
---------- -----------
(UNAUDITED)

DEBT:
Revolving credit facilities................................. $ -- $ --
Term Loan B................................................. 391,000 391,000
Zero Coupon Senior Convertible Debentures due 2018.......... 266,917 266,917
Zero Coupon Convertible Senior Subordinated Notes due
2021...................................................... 248,138 248,138
7 5/8% Senior Notes due 2009................................ 272,591 272,591
9.95% Senior Notes due 2010................................. 300,175 300,175
5.950% Senior Notes due 2013................................ -- 344,005
Other public debt........................................... 21,941 21,941
Other debt.................................................. 84,547 84,547
---------- ----------
Total homebuilding debt................................... 1,585,309 1,929,314
Financial services debt..................................... 853,416 853,416
Limited-purpose finance subsidiaries debt................... 9,202 9,202
---------- ----------
Total debt................................................ 2,447,927 2,791,932
---------- ----------
STOCKHOLDERS' EQUITY:
Common Stock of $0.10 par value per share, 65,061 shares
issued(1)................................................. 6,506 6,506
Class B Common Stock of $0.10 par value per share, 9,700
shares issued............................................. 970 970
Additional paid-in capital.................................. 873,502 873,502
Retained earnings........................................... 1,538,945 1,538,945
Unearned restricted stock................................... (7,337) (7,337)
Deferred compensation plan, 60 common shares................ (1,103) (1,103)
Deferred compensation liability............................. 1,103 1,103
Treasury stock, at cost, 9,848 common shares................ (158,992) (158,992)
Accumulated other comprehensive loss........................ (24,437) (24,437)
---------- ----------
Total stockholders' equity............................. 2,229,157 2,229,157
---------- ----------
Total capitalization................................. $4,677,084 $5,021,089
========== ==========
</Table>

- ---------------

(1) Does not include 6,105 shares of Common Stock issuable upon conversion of
the Zero Coupon Senior Convertible Debentures due 2018, 4,040 shares of
Common Stock issuable upon conversion of the Zero Coupon Convertible Senior
Subordinated Notes due 2021, or 2,414 shares of Common Stock issuable upon
exercise of stock options which were outstanding at November 30, 2002.

S-10