<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



                             JOINT QUARTERLY REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                              For the Quarter Ended

                                DECEMBER 31, 1999

                           Commission File No. 1-6776

                               CENTEX CORPORATION

                              A Nevada Corporation

                   IRS Employer Identification No. 75-0778259
                                 2728 N. Harwood
                               Dallas, Texas 75201
                                 (214) 981-5000

              Commission File Nos. 1-9624 and 1-9625, respectively

                            3333 HOLDING CORPORATION
                              A Nevada Corporation
                        CENTEX DEVELOPMENT COMPANY, L.P.
                         A Delaware Limited Partnership

    IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
                            3100 McKinnon, Suite 370
                               Dallas, Texas 75201
                                 (214) 981-6700

The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.

Indicate the number of shares of each of the registrants' classes of common
stock (or other similar equity securities) outstanding as of the close of
business on January 31, 2000:


<TABLE>
<S>                                   <C>                                                <C>
Centex Corporation                     Common Stock                                      59,385,282 shares
3333 Holding Corporation               Common Stock                                           1,000 shares
Centex Development Company, L.P.       Class A Units of Limited Partnership Interest         32,260 units
Centex Development Company, L.P.       Class C Units of Limited Partnership Interest         35,082 units
</TABLE>


<PAGE>   2


                       CENTEX CORPORATION AND SUBSIDIARIES
                     3333 HOLDING CORPORATION AND SUBSIDIARY
                CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES


                           FORM 10-Q TABLE OF CONTENTS


                                DECEMBER 31, 1999


                       CENTEX CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                            PAGE
<S>                                                                                       <C>
PART I.     FINANCIAL INFORMATION

            ITEM 1.     Condensed Consolidated Financial Statements                            1

                        Condensed Consolidated Statement of Earnings
                        for the Three Months Ended December 31, 1999                           2

                        Condensed Consolidated Statement of Earnings
                        for the Nine Months Ended December 31, 1999                            3

                        Condensed Consolidated Balance Sheets                                  4

                        Condensed Consolidated Statement of Cash Flows
                        for the Nine Months Ended December 31, 1999                            6

                        Notes to Condensed Consolidated Financial Statements                   7

            ITEM 2.     Management's Discussion and Analysis of Financial Condition
                        and Results of Operations                                             16

            ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk            27

PART II.    OTHER INFORMATION

            ITEM 6.     Exhibits and Reports on Form 8-K                                      28

SIGNATURES                                                                                    29
</TABLE>


                                        i

<PAGE>   3



                     3333 HOLDING CORPORATION AND SUBSIDIARY
                CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                         <C>
PART I.     FINANCIAL INFORMATION

            ITEM 1.     Condensed Combining Financial Statements                                30

                        Condensed Combining Statement of Operations
                        for the Three Months Ended December 31, 1999                            31

                        Condensed Combining Statement of Operations
                        for the Nine Months Ended December 31, 1999                             32

                        Condensed Combining Balance Sheets                                      33

                        Condensed Combining Statements of Cash Flows
                        for the Nine Months Ended December 31, 1999                             34

                        Notes to Condensed Combining Financial Statements                       35

            ITEM 2.     Management's Discussion and Analysis of Financial Condition
                        and Results of Operations                                               41

            ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk              46

PART II.    OTHER INFORMATION

            ITEM 6.     Exhibits and Reports on Form 8-K                                        47

SIGNATURES                                                                                  48, 49
</TABLE>


                                       ii

<PAGE>   4



                       CENTEX CORPORATION AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


ITEM 1.

         The condensed consolidated financial statements include the accounts of
Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. References herein to "Centex" or the
"Company" include references to subsidiaries of Centex Corporation. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's latest Annual Report
on Form 10-K. In the opinion of the Company, all adjustments necessary to
present fairly the information in the following condensed consolidated financial
statements of the Company have been included. The results of operations for such
interim periods are not necessarily indicative of the results for the full year.





                                       -1-

<PAGE>   5

                       CENTEX CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                  (Dollars in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                       -----------------------------
                                                         For the Three Months Ended
                                                               December 31,
                                                       -----------------------------
                                                           1999             1998
                                                       ------------     ------------
<S>                                                    <C>              <C>
REVENUES
   Home Building
      Conventional Homes                               $    863,177     $    671,404
      Manufactured Homes                                     47,160           39,819
   Investment Real Estate                                    15,908            8,566
   Financial Services                                       106,568          116,234
   Construction Products                                    108,370           84,863
   Contracting and Construction Services                    287,978          335,200
                                                       ------------     ------------
                                                          1,429,161        1,256,086
                                                       ------------     ------------
COSTS AND EXPENSES
   Home Building
      Conventional Homes                                    789,847          613,305
      Manufactured Homes                                     44,484           36,345
   Investment Real Estate                                     6,991              196
   Financial Services                                        97,345           92,085
   Construction Products                                     63,038           53,314
   Contracting and Construction Services                    281,178          331,511
   Other, net                                                   628            2,844
   Corporate General and Administrative                       8,483            7,084
   Interest Expense                                          18,467           10,929
   Minority Interest                                         16,971           13,839
                                                       ------------     ------------
                                                          1,327,432        1,161,452
                                                       ------------     ------------

EARNINGS BEFORE INCOME TAXES                                101,729           94,634
   Income Taxes                                              38,553           35,591
                                                       ------------     ------------

NET EARNINGS                                           $     63,176     $     59,043
                                                       ============     ============

EARNINGS PER SHARE
   Basic                                               $       1.07     $       0.99
                                                       ============     ============
   Diluted                                             $       1.04     $       0.96
                                                       ============     ============

AVERAGE SHARES OUTSTANDING
   Basic                                                 59,230,006       59,410,876
   Common Share Equivalents
      Options                                             1,093,566        1,851,083
      Convertible Debenture                                 400,000          400,000
                                                       ------------     ------------
   Diluted                                               60,723,572       61,661,959
                                                       ============     ============

CASH DIVIDENDS PER SHARE                               $       0.04     $       0.04
                                                       ============     ============
</TABLE>


See notes to condensed consolidated financial statements.



                                      -2-


<PAGE>   6



                       CENTEX CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                  (Dollars in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                       -----------------------------
                                                         For the Nine Months Ended
                                                                December 31,
                                                       -----------------------------
                                                           1999             1998
                                                       ------------     ------------
<S>                                                    <C>              <C>
REVENUES
   Home Building
      Conventional Homes                               $  2,461,533     $  1,881,586
      Manufactured Homes                                    145,978          130,748
   Investment Real Estate                                    27,357           17,479
   Financial Services                                       343,932          324,133
   Construction Products                                    323,391          256,485
   Contracting and  Construction Services                   928,646          999,343
                                                       ------------     ------------
                                                          4,230,837        3,609,774
                                                       ------------     ------------
COSTS AND EXPENSES
   Home Building
      Conventional Homes                                  2,258,855        1,730,613
      Manufactured Homes                                    138,153          120,522
   Investment Real Estate                                     3,270           (4,752)
   Financial Services                                       301,536          252,508
   Construction Products                                    190,822          163,007
   Contracting and Construction Services                    911,176          987,939
   Other, net                                                 3,529            7,605
   Corporate General and Administrative                      23,821           19,195
   Interest Expense                                          45,828           29,164
   Minority Interest                                         51,677           42,251
                                                       ------------     ------------
                                                          3,928,667        3,348,052
                                                       ------------     ------------

EARNINGS BEFORE INCOME TAXES                                302,170          261,722
   Income Taxes                                             115,063           97,955
                                                       ------------     ------------

NET EARNINGS                                           $    187,107     $    163,767
                                                       ============     ============

EARNINGS PER SHARE
   Basic                                               $       3.15     $       2.75
                                                       ============     ============
   Diluted                                             $       3.06     $       2.65
                                                       ============     ============

AVERAGE SHARES OUTSTANDING
   Basic                                                 59,370,180       59,496,866
   Common Share Equivalents
      Options                                             1,434,485        1,991,600
      Convertible Debenture                                 400,000          400,000
                                                       ------------     ------------
   Diluted                                               61,204,665       61,888,466
                                                       ============     ============

CASH DIVIDENDS PER SHARE                               $       0.12     $       0.12
                                                       ============     ============
</TABLE>


See notes to condensed consolidated financial statements.


                                      -3-


<PAGE>   7
                       CENTEX CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                             --------------------------------
                                                    Centex Corporation
                                                     and Subsidiaries
                                             --------------------------------
                                             December 31,           March 31,
                                                 1999*               1999**
                                             ------------        ------------
<S>                                          <C>                 <C>
ASSETS
Cash and Cash Equivalents                    $    161,713        $    111,268
Receivables -
   Residential Mortgage Loans                     734,885           1,395,616
   Other                                          391,937             459,778
Inventories                                     2,096,026           1,533,819
Investments -
   Centex Development Company, L.P.                72,606              63,207
   Joint Ventures and Other                        66,674              48,594
   Unconsolidated Subsidiaries                         --                  --
Property and Equipment, net                       338,025             313,655
Other Assets -
   Deferred Income Taxes                           28,123              49,107
   Goodwill, net                                  245,719             222,162
   Mortgage Securitization
   Residual Interest                              141,247              80,152
   Deferred Charges and Other                     124,201              57,388
                                             ------------        ------------
                                             $  4,401,156        $  4,334,746
                                             ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and
Accrued Liabilities                          $  1,044,091        $  1,018,650
Short-term Debt                                 1,236,462           1,626,600
Long-term Debt                                    570,179             284,299
Payables to Affiliates                                 --                  --
Minority Stockholders' Interest                   133,567             140,721
Negative Goodwill                                  54,837              66,837
Stockholders' Equity -
   Preferred Stock, Authorized 5,000,000
      Shares, None Issued                              --                  --
   Common Stock $.25 Par
      Value; Authorized
      100,000,000 Shares; Issued
      and Outstanding
      59,138,968 and 59,388,350
      respectively                                 14,785              14,847
   Capital in Excess of Par Value                   5,340              20,822
   Retained Earnings                            1,341,943           1,161,970
   Accumulated Other Comprehensive Loss               (48)                 --
                                             ------------        ------------
Total Stockholders' Equity                      1,362,020           1,197,639
                                             ------------        ------------
                                             $  4,401,156        $  4,334,746
                                             ============        ============
</TABLE>

See notes to condensed consolidated financial statements.
* Unaudited
** Condensed from audited financial statements.


                                       -4-




<PAGE>   8
                       CENTEX CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------

        Centex Corporation                         Financial Services
-----------------------------------       ----------------------------------
 December 31,           March 31,           December 31,          March 31,
     1999*                1999**               1999*               1999**
--------------       --------------       --------------      --------------
<S>                  <C>                  <C>                 <C>

$      128,365       $       72,279       $       33,348      $       38,989

            --                   --              734,885           1,395,616
       359,392              404,043               32,545              55,735
     2,096,026            1,533,819                   --                  --

        72,606               63,207                   --                  --
        66,674               48,594                   --                  --
       241,451              221,744                   --                  --
       297,638              285,891               40,387              27,764

        20,010               40,541                8,113               8,566
       228,888              206,595               16,831              15,567

            --                   --              141,247              80,152
        64,644               40,962               59,557              16,426
--------------       --------------       --------------      --------------
$    3,575,694       $    2,917,675       $    1,066,913      $    1,638,815
==============       ==============       ==============      ==============


$      974,347       $      926,377       $       69,744      $       92,273
       483,322              303,656              753,140           1,322,944
       570,179              284,299                   --                  --
            --                   --               73,781             102,652
       130,989              138,867                2,578               1,854
        54,837               66,837                   --                  --


            --                   --                   --                  --






        14,785               14,847                    1                   1
         5,340               20,822              108,467              75,944
     1,341,943            1,161,970               59,202              43,147
           (48)                  --                   --                  --
--------------       --------------       --------------      --------------
     1,362,020            1,197,639              167,670             119,092
--------------       --------------       --------------      --------------
$    3,575,694       $    2,917,675       $    1,066,913      $    1,638,815
==============       ==============       ==============      ==============
</TABLE>

In the supplemental data presented above, "Centex Corporation" represents the
combining of all subsidiaries other than those included in Financial Services.
Transactions between Centex Corporation and Financial Services have been
eliminated from the Centex Corporation and Subsidiaries balance sheets.


                                       -5-


<PAGE>   9


                       CENTEX CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                            -------------------------
                                                            For the Nine Months Ended
                                                                     December 31,
                                                            -------------------------
                                                                1999          1998
                                                            ------------  -----------
<S>                                                         <C>               <C>
CASH FLOWS - OPERATING ACTIVITIES
   Net Earnings                                             $  187,107      $ 163,767
   Adjustments -
      Depreciation and Amortization                             34,838         27,180
      Deferred Income Taxes                                     10,941         42,814
      Equity in (Earnings) Loss of Centex Development
        Company, L.P. and Joint Ventures                          (648)           396
      Minority Interest, net of taxes                           33,233         27,674
   Decrease (Increase) in Receivables                           68,912        (31,774)
   Decrease (Increase) in Residential Mortgage Loans           660,731       (287,721)
   Increase in Inventories                                    (485,419)      (494,997)
   Increase in Payables and Accruals                            15,268        132,358
   Increase in Other Assets                                   (137,737)      (152,488)
   Other, net                                                  (40,387)       (32,471)
                                                            ----------      ---------
                                                               346,839       (605,262)
                                                            ----------      ---------
CASH FLOWS - INVESTING ACTIVITIES
   Increase in Advances to Centex Development
      Company, L.P. and Joint Ventures                         (23,566)       (44,116)
   Acquisition of Home Building Operations                     (74,119)            --
   Other Acquisitions                                           (9,349)            --
   Increase in Property and Equipment, net                     (55,220)       (34,836)
                                                            ----------      ---------
                                                              (162,254)       (78,952)
                                                            ----------      ---------
CASH FLOWS - FINANCING ACTIVITIES
   (Decrease) Increase in Debt -
      Secured by Residential Mortgage Loans                   (569,804)       358,321
      Other                                                    458,390        357,889
   Retirement of Common Stock                                  (29,032)       (19,049)
   Proceeds from Stock Option Exercises                         13,488          7,719
   Dividends Paid                                               (7,134)        (7,143)
                                                            ----------      ---------
                                                              (134,092)       697,737
                                                            ----------      ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                            (48)            --
                                                            ----------      ---------

NET INCREASE IN CASH                                            50,445         13,523

CASH AT BEGINNING OF PERIOD                                    111,268         98,316
                                                            ----------      ---------

CASH AT END OF PERIOD                                       $  161,713      $ 111,839
                                                            ==========      =========
</TABLE>


See notes to condensed consolidated financial statements.


                                       -6-


<PAGE>   10


                       CENTEX CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTES
                                DECEMBER 31, 1999
                             (Dollars in thousands)
                                   (unaudited)



(A) Comprehensive income is summarized for the three and nine months ended
December 31, 1999 below:


<TABLE>
<CAPTION>
                                                      --------------------------        -------------------------
                                                      For the Three Months Ended        For the Nine Months Ended
                                                          December 31, 1999                December 31, 1999
                                                      --------------------------        -------------------------
<S>                                                      <C>                              <C>
Net Earnings                                             $             63,176             $            187,107
Other Comprehensive Loss:
         Foreign Currency Translation Adjustments                         (16)                             (48)
                                                         --------------------             --------------------
Comprehensive Income                                     $             63,160             $            187,059
                                                         ====================             ====================
</TABLE>

         Other Comprehensive Income results from Centex's investment in Centex
Development Company, L.P. and subsidiaries. For additional information on Centex
Development Company, L.P. and subsidiaries, see their separate financial
statements and related footnotes included elsewhere in this Report.

(B) Changes in stockholders' equity are summarized below:

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                Capital in                           Other
                                 Preferred        Common       Excess of Par     Retained        Comprehensive
                                   Stock          Stock            Value         Earnings            Loss             Total
                               -------------  --------------   -------------   -------------    ---------------   --------------
<S>                            <C>            <C>              <C>             <C>              <C>               <C>
Balance, March 31, 1999        $          --  $       14,847   $      20,822   $   1,161,970    $            --   $    1,197,639

     Net Earnings                         --              --              --         187,107                 --          187,107
     Exercise of Stock Options            --             204          13,284              --                 --           13,488
     Retirement of 1,063,300
        Shares                            --            (266)        (28,766)             --                 --          (29,032)

     Cash Dividends                       --              --              --          (7,134)                --           (7,134)
     Foreign Currency
       Translation
       Adjustments                        --              --              --              --                (48)             (48)
                               -------------  --------------   -------------   -------------    ---------------   --------------

BALANCE, DECEMBER 31, 1999     $          --  $       14,785   $       5,340   $   1,341,943    $           (48)  $    1,362,020
                               =============  ==============   =============   =============    ===============   ==============
</TABLE>


(C) In March 1987, certain of Centex's subsidiaries contributed to Centex
Development Company, L.P. (the "Partnership"), a newly formed master limited
partnership, certain properties at their historical cost basis. The Partnership
was formed to enable stockholders to participate in long-term real estate
development projects, the dynamics of which are inconsistent with Centex's
traditional financial objectives.

         The Partnership is controlled by its general partner, 3333 Development
Corporation ("Development"), which is in turn wholly-owned by 3333 Holding
Corporation ("Holding"). Holding is a separate public company whose stock trades
in tandem with Centex's stock. The common stock of Holding (the "Securities")


                                       -7-

<PAGE>   11


was distributed in 1987 (with warrants to purchase approximately 80% of the
Class B limited partnership units in the Partnership) as a dividend to the
stockholders of Centex. The Securities, held by a nominee on behalf of the
stockholders, will trade in tandem with the common stock of Centex until such
time as they are detached. The Securities may be detached at any time by
Centex's Board of Directors but the warrants to purchase Class B Units
automatically become detached in November 2007.

         The four-person Board of Directors of Holding is elected by the
stockholders of Centex. The majority of the Board members are independent
outside directors, none of whom are directors of Centex. Accordingly, the
general partner of the Partnership is controlled by the stockholders of Centex.
The general partner and independent board of Holding manage the Partnership's
conduct of its activities including the sales, development, maintenance and
zoning of properties. The general partner may sell or acquire properties,
including the contributed property, and enter into other business transactions
without the consent of the limited partners. In addition, the limited partners
cannot remove the general partner.

         The Company accounts for its investment in the Partnership on the
equity method of accounting because the Company's interest in the cash and
earnings of the Partnership is limited to defined amounts, and the Company does
not control the Partnership.

         During fiscal 1998, the agreement governing the Partnership was amended
to allow for the issuance of new Class C Limited Partnership Units ("Class C
Units"). During fiscal 2000, 8,095 Class C Units were issued in exchange for
assets with a fair market value of $8.1 million. Gains, if any, related to the
assets acquired by the Partnership from Centex are deferred until the assets are
sold by the Partnership. The partnership agreement provides that Centex, as the
sole Class A and Class C limited partner, is entitled to a cumulative preferred
return of 9% per annum on the average outstanding balance of its Unrecovered
Capital, which is defined as its capital contributions, adjusted for cash
distributions representing return of the capital. Unrecovered Capital as of
December 31, 1999 was approximately $68 million and the unpaid preferred return
as of that date was $13.3 million. No preferred return payments were made during
the three or nine months ended December 31, 1999.

         Supplementary condensed combined financial statements for the Company,
3333 Holding Corporation and subsidiary and Centex Development Company, L.P. and
subsidiaries are set forth below. For additional information on 3333 Holding
Corporation and its subsidiary and Centex Development Company, L.P. and
subsidiaries, see their separate financial statements and related footnotes
included elsewhere in this Report.


                                       -8-

<PAGE>   12


SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS OF CENTEX CORPORATION AND
SUBSIDIARIES, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT
COMPANY, L.P. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                 ------------      ------------
                                                                 DECEMBER 31,        March 31,
                                                                     1999              1999*
                                                                 ------------      ------------
<S>                                                              <C>               <C>
ASSETS
  Cash and Cash Equivalents                                      $    186,010      $    111,632
  Receivables                                                       1,139,829         1,860,090
  Inventories                                                       2,469,072         1,639,664
  Investments in Joint Ventures and Other                              68,316            49,266
  Property and Equipment, net                                         341,635           313,886
  Other Assets                                                        579,655           410,321
                                                                 ------------      ------------
                                                                 $  4,784,517      $  4,384,859
                                                                 ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts Payable and Accrued Liabilities                       $  1,102,586      $  1,026,867
  Short-term Debt                                                   1,561,328         1,668,496
  Long-term Debt                                                      570,179           284,299
  Minority Stockholders' Interest                                     133,567           140,721
  Negative Goodwill                                                    54,837            66,837
  Stockholders' Equity                                              1,362,020         1,197,639
                                                                 ------------      ------------
                                                                 $  4,784,517      $  4,384,859
                                                                 ============      ============
</TABLE>

* Condensed from audited financial statements.

SUPPLEMENTARY CONDENSED COMBINED STATEMENTS OF EARNINGS


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                      1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $  4,479,147      $  3,626,072
Costs and Expenses                                                  4,176,376         3,365,134
                                                                 ------------      ------------
Earnings Before Income Taxes                                          302,771           260,938
Income Taxes                                                          115,664            97,955
                                                                 ------------      ------------
NET EARNINGS                                                          187,107           162,983
Other Comprehensive Loss                                                  (48)               --
                                                                 ------------      ------------
COMPREHENSIVE INCOME                                             $    187,059      $    162,983
                                                                 ============      ============
</TABLE>


(D) In order to ensure the future availability of land for the Company's
homebuilding operations, the Company has made cumulative deposits totaling
approximately $52 million for options to purchase undeveloped land and developed
lots having a total purchase price of approximately $1.3 billion. These options
and commitments expire at various dates through the year 2005.


                                       -9-

<PAGE>   13


(E) Interest cost relating to the Financial Services operations is included in
its costs and expenses. Interest cost related to non-financial services
operations is included in interest expense.

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Total Interest Cost Incurred                                     $     34,272      $     30,852
Less - Financial Services Interest Expense                            (15,805)          (19,923)
                                                                 ------------      ------------
Interest Expense, net                                            $     18,467      $     10,929
                                                                 ============      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Total Interest Cost Incurred                                     $     97,657      $     89,447
Less - Financial Services Interest Expense                            (51,829)          (60,283)
                                                                 ------------      ------------

Interest Expense, net                                            $     45,828      $     29,164
                                                                 ============      ============
</TABLE>


(F) In April 1994, Centex Construction Products, Inc. ("Construction Products")
completed an initial public offering of its stock which began trading on the New
York Stock Exchange under the symbol "CXP". Centex's ownership interest in
Construction Products increased to 63.2% as of December 31, 1999 compared to
59.2% as of December 31, 1998 as a consequence of a share repurchase program
authorized by Construction Products' Board of Directors.

(G) In fiscal 1996, the Company acquired an equity interest in Vista Properties,
Inc. ("Vista"), which owned a real estate portfolio of properties located in
seven states in which the Company has significant operations. The Investment
Real Estate portfolio was reduced to a nominal "book basis" after recording
certain deferred tax benefits related to this acquisition. Accordingly, as these
properties are developed or sold the net sales proceeds are reflected as
operating margin.

    Negative goodwill related to the Vista acquisition is being amortized to
earnings over the estimated period over which the related assets will be
developed, sold or realized. All investment property operations are being
reported through the "Investment Real Estate" business segment.

(H) The Company operates in five principal business segments: Home Building,
Investment Real Estate, Financial Services, Construction Products, and
Contracting and Construction Services. These segments operate primarily in the
United States and their markets are nationwide. Revenues from any one customer
are not significant to the Company.

    Intersegment revenues and investments in joint ventures are not material and
are not shown in the following tables. The investment in Centex Development
Company, L.P. (approximately $73 million) is included in the Investment Real
Estate segment.


                                      -10-

<PAGE>   14



HOME BUILDING

CONVENTIONAL HOMES

         Conventional Homes operations involve the purchase and development of
land or lots as well as the construction and sale of single-family homes. The
following tables set forth financial information relating to the Conventional
Homes operations (dollars in millions):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      863.2      $      671.4
Cost of Sales                                                          (666.6)           (518.9)
Selling, General & Administrative Expenses                             (123.3)            (94.4)
                                                                 ------------      ------------
Operating Earnings                                               $       73.3      $       58.1
                                                                 ============      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $    2,461.5      $    1,881.6
Cost of Sales                                                        (1,898.9)         (1,464.3)
Selling, General & Administrative Expenses                             (359.9)           (266.3)
                                                                 ------------      ------------
Operating Earnings                                               $      202.7      $      151.0
                                                                 ============      ============
</TABLE>


MANUFACTURED HOMES

         Manufactured Homes operations involve the manufacture of residential
and park model homes and the sale of these homes through a network of
Company-owned and independent dealers. The Company entered the Manufactured
Homes industry in March 1997, when a subsidiary acquired approximately 80% of
Cavco Industries. Centex purchased the remaining minority interest in Cavco
Industries during the third quarter of fiscal 2000.

         The following tables set forth financial information relating to the
Manufactured Homes operations (dollars in millions):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $       47.1      $       39.8
Cost of Sales                                                           (36.5)            (29.8)
Selling, General & Administrative Expenses                               (7.1)             (5.7)
Goodwill Amortization                                                    (0.8)             (0.8)
                                                                 ------------      ------------
Operating Earnings                                                        2.7               3.5
Minority Interest                                                          --              (0.7)
                                                                 ------------      ------------
Net Operating Earnings to Centex                                 $        2.7      $        2.8
                                                                 ============      ============
</TABLE>


                                      -11-

<PAGE>   15

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      146.0      $      130.8
Cost of Sales                                                          (114.2)           (101.3)
Selling, General & Administrative Expenses                              (21.4)            (16.9)
Goodwill Amortization                                                    (2.6)             (2.4)
                                                                 ------------      ------------
Operating Earnings                                                        7.8              10.2
Minority Interest                                                        (1.0)             (2.0)
                                                                 ------------      ------------
Net Operating Earnings to Centex                                 $        6.8      $        8.2
                                                                 ============      ============
</TABLE>

INVESTMENT REAL ESTATE

         Investment Real Estate operations involve the development of land
primarily for multi-family, industrial, office, retail and mixed-use projects.
The following tables set forth financial information relating to the Investment
Real Estate operations (dollars in millions):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $       15.9      $        8.6
Cost of Sales                                                            (6.8)             (2.7)
Selling, General & Administrative Expenses                               (4.2)             (1.5)
Negative Goodwill Amortization                                            4.0               4.0
                                                                 ------------      ------------
Operating Earnings                                               $        8.9      $        8.4
                                                                 ============      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $       27.4      $       17.5
Cost of Sales                                                            (8.0)             (2.9)
Selling, General & Administrative Expenses                               (7.3)             (4.4)
Negative Goodwill Amortization                                           12.0              12.0
                                                                 ------------      ------------
Operating Earnings                                               $       24.1      $       22.2
                                                                 ============      ============
</TABLE>


         Property sales related to Investment Real Estate's nominally valued
assets resulted in operating margins of $7.9 million and $16.8 million for the
three and nine months ended December 31, 1999 and $5.6 million and $13.0 million
for the same three and nine month periods last year. As of December 31, 1999,
the Investment Real Estate Group had approximately $60 million of nominally
valued assets.

FINANCIAL SERVICES

         Financial Services operations involve the financing of conventional and
manufactured homes, home equity and sub-prime lending and the sale of title and
other insurance coverages. These activities include

                                      -12-


<PAGE>   16

mortgage origination and other related services for homes sold by Centex
subsidiaries and by others. The following tables set forth financial information
relating to the Financial Services operations (dollars in millions):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues, including interest income of $19.2 million
     in fiscal 2000 and $25.0 million in fiscal 1999             $      106.6      $      116.2
Selling, General & Administrative Expenses                              (81.6)            (72.2)
Interest Expense                                                        (15.8)            (19.9)
                                                                 ------------      ------------
Operating Earnings                                               $        9.2      $       24.1
                                                                 ============      ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues, including interest income of $70.2 million
     in fiscal 2000 and $75.0 million in fiscal 1999             $      343.9      $      324.1
Selling, General & Administrative Expenses                             (249.7)           (192.2)
Interest Expense                                                        (51.8)            (60.3)
                                                                 ------------      ------------
Operating Earnings                                               $       42.4      $       71.6
                                                                 ============      ============
</TABLE>


CONSTRUCTION PRODUCTS

         Construction Products operations involve the manufacture and sale of
cement, gypsum wallboard, and concrete and aggregates. The following tables set
forth financial information relating to the Construction Products operations
(dollars in millions):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      108.4      $       84.9
Interest Income                                                           1.1               0.6
Cost of Sales and Plant Operating Expenses                              (62.5)            (52.3)
Selling, General & Administrative Expenses                               (1.2)             (1.2)
Goodwill Amortization                                                    (0.4)             (0.5)
                                                                 ------------      ------------
Operating Earnings                                                       45.4              31.5
Minority Interest                                                       (17.0)            (13.2)
                                                                 ------------      ------------
Net Operating Earnings to Centex                                 $       28.4      $       18.3
                                                                 ============      ============
</TABLE>


                                      -13-

<PAGE>   17

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      323.4      $      256.5
Interest Income                                                           2.4               2.2
Cost of Sales and Plant Operating Expenses                             (188.6)           (161.7)
Selling, General & Administrative Expenses                               (3.5)             (3.0)
Goodwill Amortization                                                    (1.1)             (0.5)
                                                                 ------------      ------------
Operating Earnings                                                      132.6              93.5
Minority Interest                                                       (50.7)            (40.3)
                                                                 ------------      ------------
Net Operating Earnings to Centex                                 $       81.9      $       53.2
                                                                 ============      ============
</TABLE>

CONTRACTING AND CONSTRUCTION SERVICES

         Contracting and Construction Services operations involve the
construction of buildings for both private and government interests including
(among others) office, commercial and industrial buildings, hospitals, hotels,
museums, libraries, airport facilities and educational institutions.

         The following tables set forth financial information relating to the
Contracting and Construction Services operations. As this segment generates
significant positive cash flow, intercompany interest income (credited at the
prime rate) is reflected in this segment data, however these amounts are
eliminated in consolidation (dollars in millions):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      288.0      $      335.2
Construction Contract Costs                                            (269.6)           (321.1)
Selling, General & Administrative Expenses                              (11.6)            (10.4)
                                                                 ------------      ------------
Operating Income, as reported                                             6.8               3.7
Intercompany Interest Income*                                             2.0               2.1
                                                                 ------------      ------------
Total Economic Return                                            $        8.8      $        5.8
                                                                 ============      ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $      928.6      $      999.3
Construction Contract Costs                                            (875.5)           (957.5)
Selling, General & Administrative Expenses                              (35.6)            (30.4)
                                                                 ------------      ------------
Operating Income, as reported                                            17.5              11.4
Intercompany Interest Income*                                             6.3               4.9
                                                                 ------------      ------------
Total Economic Return                                            $       23.8      $       16.3
                                                                 ============      ============
</TABLE>

*The "net assets" position of the Contracting and Construction Services segment
provides significant cash flow because payables and accruals consistently exceed
identifiable assets. Intercompany interest income is computed on the group's
cash flow in excess of its equity.


                                      -14-

<PAGE>   18


CORPORATE AND OTHER, NET

         Corporate general and administrative expenses represent salaries and
other costs not identifiable with a specific segment. Other, net includes new
business initiatives and other businesses which are not mature enough to stand
alone as separate business segments. Assets are primarily cash and cash
equivalents, receivables, property and equipment and other assets not associated
with a business segment.

         The following tables summarize financial information relating to the
Corporate and Other, net segments (dollars in millions):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Operating Loss - Other, net                                      $       (0.6)     $       (2.8)
                                                                 ============      ============
Corporate General and Administrative Expenses                    $       (8.5)     $       (7.1)
                                                                 ============      ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Operating Loss - Other, net                                      $       (3.5)     $       (7.6)
                                                                 ============      ============
Corporate General and Administrative Expenses                    $      (23.8)     $      (19.2)
                                                                 ============      ============
</TABLE>


(I) The computation of diluted earnings per share excludes anti-dilutive options
to purchase 4,477,000 common shares at an average price of $36.98, and 3,652,000
common shares at an average price of $37.34 for the three and nine months ended
December 31, 1999, respectively. The anti-dilutive options have expiration dates
ranging from September 2007 to October 2009.

(J) Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," was issued in June 1998.
This statement addressed the accounting for derivative instruments, including
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and hedging activities as well as the disclosure of these
activities. SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the consolidated balance sheet and measure those
instruments at fair value. In June 1999, SFAS No. 137 was issued which delays
the implementation of this statement for the Company until April 2001.

(K) Certain prior period balances have been reclassified to be consistent with
the December 31, 1999 presentation.


                                      -15-

<PAGE>   19

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         Centex's consolidated revenues for the three months ended December 31,
1999 were $1.43 billion, a 14% increase over $1.26 billion for the same period
last year. Earnings before income taxes were $101.7 million, 7% higher than
$94.6 million last year. Net earnings for the three months ended December 31,
1999 were $63.2 million, a 7% increase over net earnings of $59.0 million for
the same period last year.

         For the nine months ended December 31, 1999, consolidated revenues
totaled $4.23 billion, 17% higher than $3.61 billion for the same period last
year. Earnings before income taxes were $302.2 million, 15% higher than $261.7
million for the same period last year. Net earnings were $187.1 million for the
nine months ended December 31, 1999, a 14% increase over net earnings of $163.8
for the same period last year.

HOME BUILDING

CONVENTIONAL HOMES

         The following summarizes Conventional Homes' results for the three and
nine months ended December 31, 1999 compared to the same periods last year
(dollars in millions, except per unit data):

<TABLE>
<CAPTION>
                                                  -------------------------------------------------------------
                                                             For the Three Months Ended December 31,
                                                  -------------------------------------------------------------
                                                             1999                              1998
                                                  ---------------------------       ---------------------------
<S>                                               <C>              <C>              <C>              <C>
Conventional Homes Revenues                       $    863.2            100.0%      $    671.4            100.0%
Cost of Sales                                         (666.6)           (77.2)%         (518.9)           (77.3)%
Selling, General & Administrative Expenses            (123.3)           (14.3)%          (94.4)           (14.1)%
                                                  ----------       ----------       ----------       ----------
Operating Earnings                                $     73.3              8.5%      $     58.1              8.6%
                                                  ==========       ==========       ==========       ==========

Units Closed                                           4,495                             3,601
   % Change                                             24.8%                             19.0%
Unit Sales Price                                  $  189,466                        $  183,522
   % Change                                              3.2%                              1.2%
Operating Earnings Per Unit                       $   16,314                        $   16,134
   % Change                                              1.1%                             15.4%
</TABLE>


                                      -16-

<PAGE>   20

<TABLE>
<CAPTION>
                                                       -------------------------------------------------------------
                                                                  For the Nine Months Ended December 31,
                                                       ---------------------------       ---------------------------
                                                                  1999                              1998
                                                       ---------------------------       ---------------------------
<S>                                                    <C>              <C>              <C>              <C>
Conventional Homes Revenues                            $  2,461.5            100.0%      $  1,881.6            100.0%
Cost of Sales                                            (1,898.9)           (77.2)%       (1,464.3)           (77.8)%
Selling, General & Administrative Expenses                 (359.9)           (14.6)%         (266.3)           (14.2)%
                                                       ----------       ----------       ----------       ----------
Operating Earnings                                     $    202.7              8.2%      $    151.0              8.0%
                                                       ==========       ==========       ==========       ==========

Units Closed                                               12,854                            10,050
   % Change                                                  27.9%                             15.4%
Unit Sales Price                                       $  188,595                        $  184,113
   % Change                                                   2.4%                              1.3%
Operating Earnings Per Unit                            $   15,768                        $   15,022
   % Change                                                   5.0%                             17.6%
</TABLE>


         Conventional Homes' revenues for the three and nine months ended
December 31, 1999 increased by $191.8 million and $579.9 million, respectively,
from revenues for the corresponding periods last year. These increases resulted
from an increased number of operating neighborhoods, revenues attributable to
newly acquired operations, and an increased average unit selling price compared
to fiscal 1999's average unit selling price.

         Home sales (orders) totaled 4,089 units during the three months ended
December 31, 1999 compared to 3,610 units during the same period a year ago.
Home sales (orders) totaled 13,191 units during the nine months ended December
31, 1999 compared to last year's 10,816 units. The backlog of homes sold but not
closed at December 31, 1999 was 7,413 units, 15% higher than 6,419 units for the
same period a year ago.


                                      -17-

<PAGE>   21



MANUFACTURED HOMES

         The following summarizes Manufactured Homes' results for the three and
nine months ended December 31, 1999 compared to the same periods last year
(dollars in millions):

<TABLE>
<CAPTION>
                                                       -------------------------------------------------------------
                                                                  For the Three Months Ended December 31,
                                                       -------------------------------------------------------------
                                                                  1999                              1998
                                                       ---------------------------       ---------------------------
<S>                                                    <C>                   <C>         <C>                   <C>
Manufactured Homes Revenues (Construction)             $     30.3            100.0%      $     29.5            100.0%
Cost of Sales                                               (23.3)           (76.9)%          (22.5)           (76.3)%
Selling, General & Administrative Expenses                   (3.4)           (11.3)%           (2.8)            (9.4)%
                                                       ----------       ----------       ----------       ----------
                                                              3.6             11.8%             4.2             14.3%
                                                       ----------       ----------       ----------       ----------
Retail Sales Revenues                                        16.8            100.0%            10.3            100.0%
Cost of Sales                                               (13.2)           (78.4)%           (7.3)           (70.6)%
Selling, General & Administrative Expenses                   (3.7)           (21.9)%           (2.9)           (29.0)%
                                                       ----------       ----------       ----------       ----------
                                                             (0.1)            (0.3)%            0.1              0.4%
                                                       ----------       ----------       ----------       ----------
Construction and Retail Earnings                              3.5                               4.3
Goodwill Amortization                                        (0.8)                             (0.8)
Minority Interest                                              --                              (0.7)
                                                       ----------                        ----------
Group Operating Earnings                               $      2.7                        $      2.8
                                                       ==========                        ==========

Units Sold                                                  1,501                             1,633
</TABLE>


<TABLE>
<CAPTION>
                                                       -------------------------------------------------------------
                                                                    For the Nine Months Ended December 31,
                                                       -------------------------------------------------------------
                                                                   1999                             1998
                                                       ---------------------------       ---------------------------
<S>                                                    <C>              <C>              <C>              <C>
Manufactured Homes Revenues (Construction)             $     98.1            100.0%      $    101.6            100.0%
Cost of Sales                                               (76.2)           (77.6)%          (79.6)           (78.3)%
Selling, General & Administrative Expenses                  (10.8)           (11.0)%           (9.6)            (9.5)%
                                                       ----------       ----------       ----------       ----------
                                                             11.1             11.4%            12.4             12.2%
                                                       ----------       ----------       ----------       ----------
Retail Sales Revenues                                        47.9            100.0%            29.2            100.0%
Cost of Sales                                               (38.0)           (79.4)%          (21.7)           (74.6)%
Selling, General & Administrative Expenses                  (10.6)           (22.2)%           (7.3)           (24.7)%
                                                       ----------       ----------       ----------       ----------
                                                             (0.7)            (1.6)%            0.2              0.7%
                                                       ----------       ----------       ----------       ----------
Construction and Retail Earnings                             10.4                              12.6
Goodwill Amortization                                        (2.6)                             (2.4)
Minority Interest                                            (1.0)                             (2.0)
                                                       ----------                        ----------
Group Operating Earnings                               $      6.8                        $      8.2
                                                       ==========                        ==========

Units Sold                                                  4,723                             4,780
</TABLE>


         Cavco operates five manufacturing plants: three in the Phoenix, Arizona
area, one near Albuquerque, New Mexico, and one in central Texas which was
opened in January, 1999. As of December 31, 1999, Cavco operated 23 retail
locations for the sale of manufactured homes compared to 10 retail locations in
the prior year.


                                      -18-

<PAGE>   22


         Operating earnings for the three months ended December 31, 1999 were
$2.7 million, a 6% decrease over the same period in the prior year. For the nine
months ended December 31, 1999, Manufactured Homes' operating earnings were $6.8
million compared to $8.2 million for the nine months ended December 31, 1998.
Third quarter and year-to-date operating earnings were negatively impacted by
start-up and marketing costs associated with the new Texas plant and retail
store openings in Texas as well as the extremely competitive market conditions.

INVESTMENT REAL ESTATE

         The following summarizes Investment Real Estate's results for the three
and nine months ended December 31, 1999 compared to the same periods last year
(dollars in millions):


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Three Months Ended
                                                                         December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Revenues                                                         $       15.9     $        8.6
                                                                 ============     ============
Operating Earnings                                               $        8.9     $        8.4
                                                                 ============     ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Revenues                                                         $       27.4     $       17.5
                                                                 ============     ============
Operating Earnings                                               $       24.1     $       22.2
                                                                 ============     ============
</TABLE>

         For the three months ended December 31, 1999, Centex's Investment Real
Estate operations, through which all investment property transactions are
reported, had operating earnings of $8.9 million, 7% higher than $8.4 million
for the same period a year ago. For the nine months ended December 31, 1999,
Centex's Investment Real Estate operations had operating earnings of $24.1
million, 8% higher than $22.2 million for the same period last year. The timing
of land sales is uncertain and can vary significantly from period to period.
Property sales related to Investment Real Estate's nominally valued assets
resulted in operating margins of $7.9 million and $5.6 million for the three
months ended December 31, 1999 and 1998, and $16.8 million and $13.0 million for
the nine months ended December 31, 1999 and 1998, respectively. At December 31,
1999, the Investment Real Estate Group had approximately $60 million of
nominally valued assets, the majority of which are expected to be sold over the
next four years.

         Negative goodwill amortization was $4 million for the three months
ended December 31, 1999 and 1998, and $12 million for the nine months ended
December 31, 1999 and 1998.



                                      -19-

<PAGE>   23

FINANCIAL SERVICES

         The following summarizes Financial Services' results for the three and
nine months ended December 31, 1999 compared to the same periods last year
(dollars in millions):


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Three Months Ended
                                                                         December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Revenues                                                         $      106.6     $      116.2
                                                                 ============     ============
Operating Earnings                                               $        9.2     $       24.1
                                                                 ============     ============
Origination Volume                                               $      2,176     $      3,096
                                                                 ============     ============


Number of Loans Originated
     CTX Mortgage Company ("CTX Mortgage")
          Centex-built Homes ("Builder")                                2,449            2,308
          Non-Centex-built Homes ("Retail")                            10,932           19,117
                                                                 ------------     ------------
                                                                       13,381           21,425
     Centex Home Equity Corporation ("Home Equity")                     5,367            4,032
     Centex Finance Company                                               202              255
                                                                 ------------     ------------
                                                                       18,950           25,712
                                                                 ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Revenues                                                         $      343.9     $      324.1
                                                                 ============     ============
Operating Earnings                                               $       42.4     $       71.6
                                                                 ============     ============
Origination Volume                                               $      7,359     $      8,368
                                                                 ============     ============

Number of Loans Originated
     CTX Mortgage Company ("CTX Mortgage")
          Centex-built Homes ("Builder")                                7,489            6,728
          Non-Centex-built Homes ("Retail")                            39,850           51,450
                                                                 ------------     ------------
                                                                       47,339           58,178
     Centex Home Equity Corporation ("Home Equity")                    15,237           11,341
     Centex Finance Company                                               674              610
                                                                 ------------     ------------
                                                                       63,250           70,129
                                                                 ============     ============
</TABLE>


         Financial Services' operating earnings for the three months ended
December 31, 1999 were $9.2 million, 62% lower than the $24.1 million of
operating earnings for the three months ended December 31, 1998. For the nine
months ended December 31, 1999, operating earnings were $42.4 million, 41% lower
than the $71.6 million of operating earnings for the same period last year.


                                      -20-

<PAGE>   24


         CTX Mortgage's operating earnings totaled $5.8 million for the three
months ended December 31, 1999, 76% less than earnings for the same period a
year ago. CTX Mortgage originations for the three months ended December 31, 1999
were 13,381, a 38% decrease from the 21,425 originations for the same period
last year. The per loan profit for the three months ended December 31, 1999 was
$435, 62% lower than the $1,139 per loan for the same period last year. CTX
Mortgage's operating earnings for the nine months ended December 31, 1999
totaled $30.6 million, 54% less than earnings for the same period last year.
Originations from CTX Mortgage were 47,339 for the nine months ended December
31, 1999, compared to 58,178 for the same period last year. The per loan profit
for the nine months ended December 31, 1999 was $646, 43% lower than the $1,141
for the nine months ended December 31, 1998. The decline in CTX Mortgage's
operating earnings is primarily due to the decrease in refinancing activity as a
result of increasing interest rates and the delay in balancing operating costs
with reduced production levels. CTX Mortgage's total mortgage applications for
the three months ended December 31, 1999 decreased 45% to 11,197 from 20,498
applications for the same period last year. For the nine months ended December
31, 1999, CTX Mortgage's applications decreased to 44,210 from 58,371 for the
same period last year. Applications are expected to continue to decline on a
year-over-year basis if mortgage interest rates remain at present levels.

         Centex Home Equity ("Home Equity") reported $4.5 million of operating
earnings for the three months ended December 31, 1999, 915% higher than the $0.4
million of operating earnings for the same period last year. Operating earnings
from Home Equity for the nine months ended December 31, 1999 totaled $15.0
million, a 113% increase over the $7.0 million in operating earnings for the
same period last year. Originations for the three months ended December 31, 1999
were 5,367, a 33% increase over the originations for the same period last year.
Originations for the nine months ended December 31, 1999 were 15,237, a 34%
increase over the 11,341 originated for the same period last year. Loan volume
for the three months ended December 31, 1999 was $350 million, a 30% improvement
over the same period a year ago. Loan volume for the nine months ended December
31, 1999 was $990 million, a 34% improvement over the prior year. Loan volume
for the three and nine month periods was favorably impacted by the opening of
new operating locations plus generally increased activity.

         Home Equity's sub-prime applications totaled 32,341 for the three
months ended December 31, 1999, an increase of 42% over the 22,746 applications
for the same period last year. Home Equity's sub-prime applications totaled
89,785 for the nine months ended December 31, 1999, a 65% improvement over the
54,433 applications for the same period last year. Per loan profit was $832 and
$985 for the three and nine month periods ending December 31, 1999 compared to
$109 and $621 for the same period last year. The increase is primarily related
to earnings from the servicing operation partially offset by the absorption of
costs related to the expansion of the branch network.

         As a consequence of increases in loan volume, during the three months
ended December 31, 1999, Home Equity completed a securitization for $305
million, compared to a $189 million securitization in the prior year. For the
nine months ended December 31, 1999, Home Equity completed securitizations
totaling $1.0 billion, compared to $629 million in securitizations for the same
period last year. As a result of the securitization process, Home Equity sells
the loans but retains a residual interest in the securitization instrument as
well as the servicing rights associated with these loans. Home Equity is the
long-term servicer of these loans. Service fee income related to this long-term
servicing was $4.0 million in the three months ended December 31, 1999 and $1.6
million for the same period last year. For the nine months ended December 31,
1999, service fee income was $10.0 million compared to $2.8 million for the same
period a year ago.


                                      -21-

<PAGE>   25



         Centex Finance Company, the manufactured homes finance unit that was
closed during the quarter, had an operating loss of approximately $1.1 million
and $3.2 million for the three and nine months ended December 31, 1999.

         Revenues include the gains on sales of mortgage loans receivable. Such
gains decreased to $65.4 million for the three months ended December 31, 1999
from $70.3 million for the same period last year. For the nine months ended
December 31, 1999, gains on sales of mortgage loans receivable totaled $208.3
million, a 12% increase over the same period last year. The year to date
increase is due to the expansion of Financial Services' product lines and an
increase in securitization activity, partially offset by decreased loan
origination volume. Gains on sales of mortgage loans includes the gain recorded
upon the completion of securitization, the gain on sale of servicing, and/or
gain on whole loan sales.

         Substantially all of the mortgage loans generated by CTX Mortgage are
sold forward upon closing and subsequently delivered to third-party purchasers
within approximately 60 days thereafter, while substantially all the mortgage
loans produced by Home Equity are securitized, generally on a quarterly basis.
In the normal course of its activities, Financial Services carries inventories
of loans pending sale or securitization and earns a positive spread between the
interest income earned on those loans and its cost of financing those loans
(referred to herein as "positive carry"). Interest income decreased 23% for the
three months ended December 31, 1999 to $19.2 million from $25.0 million for the
same period last year. Interest expense for the three months ended December 31,
1999 was $15.8 million, a 20% decrease from $19.9 million for the same period
last year. Interest income for the nine month period ended December 31, 1999 was
$70.2 million, a 6% decrease from $75.0 million for the same period last year.
For the nine month period ended December 31, 1999, interest expense was $51.8
million, a 14% decrease from $60.3 million for the same period last year.

         Financial Services' other sources of income include, among other
things, loan origination fees, title policy fees and insurance commissions,
mortgage loan broker fees, and fees for mortgage loan quality control and
processing services.

CONSTRUCTION PRODUCTS

         The following summarizes Construction Products' results for the three
and nine months ended December 31, 1999 compared to the same periods last year
(dollars in millions):


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Three Months Ended
                                                                         December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>

Revenues                                                         $      108.4     $       84.9
Interest Income                                                           1.1              0.6
Cost of Sales and Expenses                                              (62.5)           (52.3)
Selling, General & Administrative Expenses                               (1.2)            (1.2)
Goodwill Amortization                                                    (0.4)            (0.5)
                                                                 ------------     ------------
Operating Earnings                                                       45.4             31.5
Minority Interest                                                       (17.0)           (13.2)
                                                                 ------------     ------------
Net Operating Earnings to Centex                                 $       28.4     $       18.3
                                                                 ============     ============
</TABLE>


                                      -22-

<PAGE>   26


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>
Revenues                                                         $      323.4      $      256.5
Interest Income                                                           2.4               2.2
Cost of Sales and Expenses                                             (188.6)           (161.7)
Selling, General & Administrative Expenses                               (3.5)             (3.0)
Goodwill Amortization                                                    (1.1)             (0.5)
                                                                 ------------      ------------
Operating Earnings                                                      132.6              93.5
Minority Interest                                                       (50.7)            (40.3)
                                                                 ------------      ------------
Net Operating Earnings to Centex                                 $       81.9      $       53.2
                                                                 ============      ============
</TABLE>

         Construction Products' revenues were $108.4 million for the three
months ended December 31, 1999, 28% higher than the same period last year. For
the three months ended December 31, 1999, Construction Products' operating
earnings, net of minority interest, were $28.4 million, a 55% increase over
$18.3 million for the same period last year. Revenues from Construction Products
for the current nine months ended December 31, 1999 were $323.4 million, 26%
higher than the same period last year. For the nine months ended December 31,
1999, Construction Products' operating earnings, net of minority interest, were
$81.9 million, a 54% improvement over results for the same period a year ago.

         Construction Products' record operating earnings resulted from improved
results in each of its businesses. Pricing and sales volume improved for
virtually every product, particularly pricing for gypsum wallboard, which rose
33% over pricing for the same three months last year and 32% for the same nine
months last year.

CONTRACTING AND CONSTRUCTION SERVICES

         The following summarizes Contracting and Construction Services' results
for the three and nine months ended December 31, 1999 compared to the same
periods last year (dollars in millions):


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Three Months Ended
                                                                         December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>

Revenues                                                         $      288.0     $      335.2
                                                                 ============     ============
Operating Earnings                                               $        6.8     $        3.7
                                                                 ============     ============
New Contracts Received                                           $        487     $        298
                                                                 ============     ============
Backlog of Uncompleted Contracts                                 $      1,322     $      1,182
                                                                 ============     ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 -----------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 -----------------------------
                                                                     1999             1998
                                                                 ------------     ------------
<S>                                                              <C>              <C>

Revenues                                                         $      928.6     $      999.3
                                                                 ============     ============
Operating Earnings                                               $       17.5     $       11.4
                                                                 ============     ============
New Contracts Received                                           $      1,314     $      1,022
                                                                 ============     ============
Backlog of Uncompleted Contracts                                 $      1,322     $      1,182
                                                                 ============     ============
</TABLE>

                                      -23-

<PAGE>   27


         Contracting and Construction Services' revenues for the three and nine
months ended December 31, 1999 were $288.0 million and $928.6 million,
respectively. Operating earnings for the group improved 84% to $6.8 million for
the three months and 53% to $17.5 million for the nine months ended December 31,
1999 over the same period last year. This increase was primarily the result of a
continuing shift in recent years to higher-margin private negotiated projects
from lower-margin public bid work.

         The Contracting and Construction Services operations provided a
positive average net cash flow in excess of Centex's investment in the group of
$94.7 million for the three months ended December 31, 1999 and $105.5 million
for the same period last year. For the nine months ended December 31, 1999, the
positive average net cash flow in excess of Centex's investment in the group was
$102.8 million, compared to $78.6 million for the same period last year.

YEAR 2000 COMPLIANCE

         Beginning in fiscal year 1997, the Company engaged in an ongoing
process of evaluating and implementing changes to its systems in order to ensure
Year 2000 compliance. As a result of this process, the Company and its
subsidiaries tested all critical systems during calendar year 1999 and repaired,
upgraded and/or replaced those found to be not Year 2000 compliant. The cost of
replacing, upgrading or otherwise changing non-compliant systems was not
material to the Company as a whole, or to the Company's individual subsidiaries.
The Company used internally generated cash to fund the correction of all
non-compliant systems. The Company's Year 2000 compliance preparation included
the completion of a contingency plan, the hiring of a third party consultant and
the surveying of material vendors and suppliers.

         As a result of the attention that the Company paid to addressing its
Year 2000 readiness, the Company has not, to date, experienced any adverse
impact on the Company's operations or financial condition or the operations or
financial condition of any of its individual subsidiaries as a result of any
Year 2000 compliance issues. In addition, the Company is not aware that any of
its vendors, subcontractors or other third parties experienced any significant
problems as a result of Year 2000 compliance issues. Furthermore, if any of
those third parties were affected by Year 2000 compliance issues, such
compliance issues have not caused, to date, any adverse effects on the Company's
operations or financial condition, or the operations or financial condition of
any of its individual subsidiaries.

         Although the Company has not been affected to date by the changes from
December 31, 1999 to January 1, 2000, Year 2000 issues could arise subsequent to
the filing of this report. As an example, the Company's systems could fail to
recognize 2000 as a leap year. The Company believes that such circumstances are
highly unlikely to occur and that, even if they were to occur, it is highly
unlikely that the Company's financial condition or the operations and financial
condition of its subsidiaries would be materially adversely affected.
Nevertheless, the Company intends to continue to monitor Year 2000 related
issues and immediately address any effects that may arise as a result.

Year 2000 Forward-looking Statements

         Certain statements in this section, other than historical information,
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the context of the statement and generally arise when the
Company is discussing its beliefs, estimates or expectations. These statements
involve risks and uncertainties relative to the Company's ability



                                      -24-

<PAGE>   28


to assess and remediate any Year 2000 compliance issues, the ability of third
parties to correct material non-compliant systems, and the Company's assessment
of the Year 2000 issue's impact on its financial results and operations.

FINANCIAL CONDITION AND LIQUIDITY

         At December 31, 1999, the Company had cash and cash equivalents of
$161.7 million. The net cash provided by or used in the operating, investing,
and financing activities for the nine months ended December 31, 1999 and 1998 is
summarized below (dollars in thousands):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
NET CASH PROVIDED BY (USED IN):
         Operating activities                                    $    346,839      $   (605,262)
         Investing activities                                        (162,254)          (78,952)
         Financing activities                                        (134,092)          697,737
         Effect of exchange rate changes on cash                          (48)               --
                                                                 ------------      ------------
Net increase in cash                                             $     50,445      $     13,523
                                                                 ============      ============
</TABLE>

         For the nine months ended December 31, 1999, cash was provided by a
decreased investment in mortgage loans offset primarily by an increase in
housing inventories. The decrease in mortgage loans is a result of a decrease in
refinancing activity as well as the timing of loan sales and securitizations.
The increase in housing inventories relates to the addition of new neighborhoods
and acquisitions. Cash was used to fund acquisitions (primarily in the Home
Building segment) and to fund additions to property and equipment (primarily for
new production capacity within the Construction Products segment). The funds
used in financing activities included a reduction in mortgage loan debt,
partially offset by new debt raised primarily to fund the increased home
building activity.

         Short-term debt as of December 31, 1999 was $1.2 billion, which
included $700 million of debt applicable to the Financial Services operation.
The majority of the Financial Services debt is collateralized by residential
mortgage loans. Most of the Company's other unsecured borrowings are
accomplished at prevailing market interest rates through short-term bank
borrowings and from the Company's commercial paper programs. The Company
maintains $735 million of committed credit facilities which serve as a back-up
for bank and commercial paper borrowings. Under the terms of the agreement on
one of these facilities, $170 million may be borrowed directly by CTX Mortgage.

         The Financial Services segment provides most of its own short-term
financing needs through separate facilities which require only limited support
from Centex Corporation. During the third quarter of fiscal 2000, CTX Mortgage
committed to sell, and began selling to Centex Home Mortgage, LLC, a
non-affiliated third party special-purpose Delaware limited liability company
("CHM"), substantially all of the conforming, Jumbo A, and GNMA eligible
mortgages originated by CTX Mortgage. CHM is in the business of acquiring and
then reselling mortgages into secondary markets. This facility gives CTX
Mortgage access, on a revolving basis, to CHM's $1.5 billion of capacity. Sales
to CHM are non-recourse and therefore are accounted for as sales rather than as
financings. CTX Mortgage also maintains $300 million of secured committed
mortgage warehouse facilities and $1.2 billion of uncommitted credit facilities
to finance mortgages not sold to Centex Home Mortgage. Similarly, Centex Home
Equity Corporation has $250 million of committed and $165


                                      -25-

<PAGE>   29

million of uncommitted secured mortgage warehouse facilities to finance
sub-prime mortgages held until securitization.

         Long-term debt outstanding as of December 31, 1999 was as follows (in
thousands):


<TABLE>
<S>                                                                   <C>
Subordinated Debentures, 7.375%, due in 2005                          $     99,735
Subordinated Debentures, 8.75%, due in 2007                                 99,509
Medium-term Note Programs, 6.4% to 6.95%, due through 2002                 341,668
Other Indebtedness, 6.0% to 9.6%, due through 2027                          29,267
                                                                      ------------
                                                                      $    570,179
                                                                      ============
</TABLE>

         Maturities of long-term debt during the next five years are as follows
(in thousands):

<TABLE>
<S>                                                              <C>
Fiscal Year ending:
     March 31, 2000                                              $     18,060
     March 31, 2001                                                   331,159
     March 31, 2002                                                       849
     March 31, 2003                                                    15,147
     March 31, 2004                                                       205
                                                                 ------------
                                                                 $    365,420
                                                                 ============
</TABLE>

         The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and to provide for future growth.


--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS

         The Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this report on Form 10-Q contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the context of the statement and generally arise when the Company
is discussing its beliefs, estimates or expectations. These statements are not
guarantees of future performance and involve a number of risks and
uncertainties. Actual results and outcomes may differ materially from what is
expressed or forecast in such forward-looking statements. The principal risks
and uncertainties that may affect the Company's actual performance and results
of operations include the following: general economic conditions and interest
rates; the cyclical and seasonal nature of the Company's businesses; adverse
weather; changes in property taxes and energy costs; changes in federal income
tax laws and federal mortgage financing programs; governmental regulation;
changes in governmental and public policy; changes in economic conditions
specific to any one or more of the Company's markets and businesses;
competition; availability of raw materials; and unexpected operations
difficulties. Other risks and uncertainties may also affect the outcome of the
Company's actual performance and results of operations.



                                      -26-

<PAGE>   30



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risks related to fluctuations in
interest rates on mortgage loans receivable, residual interest in mortgage
securitizations, and debt. The Company utilizes forward sale commitments to
mitigate the risk associated with the majority of its mortgage loan portfolio.
The Company has also entered into a swap agreement with Bank of America in order
to manage interest rate risk, non-credit related market value risk, and
prepayment risk associated with certain loans originated by CTX Mortgage
Company. Other than the forward commitments and the swap agreement listed above,
the Company does not utilize interest rate swaps, forward or option contracts on
foreign currencies or commodities, or other types of derivative financial
instruments.

         There have been no material changes in the Company's market risk since
March 31, 1999. As of December 31, 1999 the market risk associated with the swap
listed above is considered minimal. For information regarding the Company's
market risk, refer to the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999.



                                      -27-

<PAGE>   31



                       CENTEX CORPORATION AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (1)      Exhibits

                  Exhibit 10.10     Centex Corporation Amended and Restated 1987
                                    Stock Option Plan (Filed herewith)

                  Exhibit 10.11     Amended and Restated Centex Corporation
                                    Employee Non-Qualified Stock Option Plan
                                    (Exhibit 4 to Registration Statement of
                                    Centex Corporation ("Centex") on Form S-8
                                    filed with the Securities and Exchange
                                    Commission (the "Commission") on March 10,
                                    1999)

                  Exhibit 10.12     Second Amended and Restated Centex
                                    Corporation Employee Non-Qualified Stock
                                    Option Plan (Exhibit 4 to Registration
                                    Statement of Centex on Form S-8 filed with
                                    the Commission on August 27, 1999)

                  Exhibit 27.1      Financial Data Schedule

         (2)      Reports on Form 8-K

         The Registrant filed no reports on Form 8-K during the quarter ended
December 31, 1999.

         All other items required under Part II are omitted because they are not
applicable.

                                      -28-

<PAGE>   32



                                   SIGNATURES




         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                               CENTEX CORPORATION
                                      --------------------------------------
                                                   Registrant



February 11, 2000                              /s/ David W. Quinn
                                      --------------------------------------
                                                 David W. Quinn
                                         Vice Chairman of the Board and
                                             Chief Financial Officer
                                         (principal financial officer)


February 11, 2000                              /s/ John S. Worth
                                      --------------------------------------
                                                 John S. Worth
                                          Vice President and Controller
                                           (chief accounting officer)



                                      -29-

<PAGE>   33


                     3333 HOLDING CORPORATION AND SUBSIDIARY
                CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

                    CONDENSED COMBINING FINANCIAL STATEMENTS


ITEM 1.

         The condensed combining financial statements include the accounts of
3333 Holding Corporation and subsidiary ("Holding") and Centex Development
Company, L.P. and subsidiaries (the "Partnership") (collectively the
"Companies"), and have been prepared by the Companies, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Companies believe that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed combining
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Companies' latest Annual Report on Form 10-K.
In the opinion of the Companies, all adjustments necessary to present fairly the
information in the following condensed financial statements of the Companies
have been included. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.



                                      -30-

<PAGE>   34



                     3333 HOLDING CORPORATION AND SUBSIDIARY
              AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
                  CONDENSED COMBINING STATEMENTS OF OPERATIONS
               (Dollars in thousands, except per unit/share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                           ----------------------------------------------------------------------------------------
                                                                   For the Three Months Ended December 31,
                                           ----------------------------------------------------------------------------------------
                                                              1999                                         1998
                                           -------------------------------------------  -------------------------------------------
                                                             Centex                                       Centex
                                                           Development                                  Development
                                                          Company, L.P.  3333 Holding                  Company, L.P.  3333 Holding
                                                              and        Corporation                       and        Corporation
                                             Combined     Subsidiaries  and Subsidiary    Combined     Subsidiaries  and Subsidiary
                                           ------------   ------------  --------------  ------------   ------------  --------------
<S>                                        <C>            <C>            <C>            <C>            <C>           <C>
REVENUES                                   $     79,450   $     79,450   $        153   $      5,694   $      5,653  $        194

COSTS AND EXPENSES                               79,533         79,527            159          5,681          5,262           572
                                           ------------   ------------   ------------   ------------   ------------  ------------

(LOSS) EARNINGS BEFORE INCOME TAXES                 (83)           (77)            (6)            13            391          (378)

INCOME TAXES                                         29             29             --             --             --            --
                                           ------------   ------------   ------------   ------------   ------------  ------------

NET (LOSS) EARNINGS                        $       (112)  $       (106)  $         (6)  $         13   $        391  $       (378)
                                           ============   ============   ============   ============   ============  ============

NET (LOSS) EARNINGS ALLOCABLE TO LIMITED PARTNER          $       (106)                                $        391
                                                          ============                                 ============

(LOSS) EARNINGS PER UNIT/SHARE                            $      (1.66)  $         (6)                 $       6.99  $       (378)
                                                          ============   ============                  ============  ============

WEIGHTED-AVERAGE UNITS/SHARES OUTSTANDING                       63,773          1,000                        55,911          1,000
</TABLE>


See notes to condensed combining financial statements.


                                      -31-

<PAGE>   35



                     3333 HOLDING CORPORATION AND SUBSIDIARY
              AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
                  CONDENSED COMBINING STATEMENTS OF OPERATIONS
               (Dollars in thousands, except per unit/share data)
                                   (unaudited)


<TABLE>
<CAPTION>
                                           ----------------------------------------------------------------------------------------
                                                                   For the Nine Months Ended December 31,
                                           ----------------------------------------------------------------------------------------
                                                              1999                                         1998
                                           -------------------------------------------  -------------------------------------------
                                                             Centex                                       Centex
                                                           Development                                  Development
                                                          Company, L.P.  3333 Holding                  Company, L.P.  3333 Holding
                                                              and        Corporation                       and        Corporation
                                             Combined     Subsidiaries  and Subsidiary    Combined     Subsidiaries  and Subsidiary
                                           ------------   ------------  --------------  ------------   ------------  --------------
<S>                                        <C>            <C>            <C>            <C>            <C>           <C>

REVENUES                                   $    249,249   $    249,249   $        457   $     19,774   $     19,385  $        951

COSTS AND EXPENSES                              248,684        247,603          1,538         19,732         18,559         1,735
                                           ------------   ------------   ------------   ------------   ------------  ------------

EARNINGS (LOSS) BEFORE INCOME TAXES                 565          1,646         (1,081)            42            826          (784)

INCOME TAXES                                        601            601             --             --             --            --
                                           ------------   ------------   ------------   ------------   ------------  ------------

NET (LOSS) EARNINGS                        $        (36)  $      1,045   $     (1,081)  $         42   $        826  $       (784)
                                           ============   ============   ============   ============   ============  ============

NET EARNINGS ALLOCABLE TO LIMITED PARTNER                 $      1,045                                 $        826
                                                          ============                                 ============

EARNINGS (LOSS) PER UNIT/SHARE                            $      16.99   $     (1,081)                 $      15.65  $       (784)
                                                          ============   ============                  ============  ============

WEIGHTED-AVERAGE UNITS/SHARES OUTSTANDING                       61,489          1,000                        52,783         1,000
</TABLE>


See notes to condensed combining financial statements.


                                      -32-

<PAGE>   36

                     3333 HOLDING CORPORATION AND SUBSIDIARY
              AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
                       CONDENSED COMBINING BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                            --------------------------------------------------------------------------------------
                                                        DECEMBER 31, 1999*                          March 31, 1999**
                                            ------------------------------------------  ------------------------------------------
                                                             Centex                                      Centex
                                                           Development                                 Development
                                                          Company, L.P.  3333 Holding                 Company, L.P.  3333 Holding
                                                              and        Corporation                      and        Corporation
                                              Combined    Subsidiaries  and Subsidiary    Combined    Subsidiaries  and Subsidiary
                                            ------------  ------------  --------------  ------------  ------------  --------------
<S>                                         <C>            <C>           <C>            <C>           <C>           <C>
ASSETS
Cash                                        $     24,297   $     24,278  $         19   $        364  $        331  $         33
Accounts Receivable                                9,647         12,875            10          1,180         3,133            10
Notes Receivable                                   3,360          3,360            --          3,554         3,554            --
Investment in Affiliate                               --             --         1,702             --            --         1,616
Investment in Real Estate Joint Ventures           1,642          1,642            --            672           672            --
Inventories                                      370,393        369,643           750        104,663       104,288           375
Property and Equipment, net                        3,610          3,502           108            231            89           142
Other Assets -
   Goodwill, net                                  29,106         29,106            --             --            --            --
   Deferred Charges and Other                     11,259         11,084           175          1,512         1,166           346
                                            ------------   ------------  ------------   ------------  ------------  ------------
                                            $    453,314   $    455,490  $      2,764   $    112,176  $    113,233  $      2,522
                                            ============   ============  ============   ============  ============  ============

LIABILITIES, STOCKHOLDERS' EQUITY
AND PARTNERS' CAPITAL
Accounts Payable and Accrued Liabilities    $     59,707   $     59,203  $      4,677   $      8,968  $      9,008  $      2,772
Notes Payable and Long-term Debt                 324,866        324,866            --         42,478        41,896           582
                                            ------------   ------------  ------------   ------------  ------------  ------------
   Total Liabilities                             384,573        384,069         4,677         51,446        50,904         3,354
                                            ------------   ------------  ------------   ------------  ------------  ------------


Stockholders' Equity and Partners' Capital        68,741         71,421        (1,913)        60,730        62,329          (832)
                                            ------------   ------------  ------------   ------------  ------------  ------------
                                            $    453,314   $    455,490  $      2,764   $    112,176  $    113,233  $      2,522
                                            ============   ============  ============   ============  ============  ============
</TABLE>

*  Unaudited.
** Condensed from audited financial statements.

See notes to condensed combining financial statements.



                                      -33-

<PAGE>   37


                     3333 HOLDING CORPORATION AND SUBSIDIARY
              AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
                  CONDENSED COMBINING STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                           ----------------------------------------------------------------------------------------
                                                                           For the Nine Months Ended
                                                                                  December 31,
                                           ----------------------------------------------------------------------------------------
                                                              1999                                         1998
                                           -------------------------------------------  -------------------------------------------
                                                             Centex                                       Centex
                                                           Development                                  Development
                                                          Company, L.P.  3333 Holding                  Company, L.P.  3333 Holding
                                                              and        Corporation                       and        Corporation
                                             Combined     Subsidiaries  and Subsidiary    Combined     Subsidiaries  and Subsidiary
                                           ------------   ------------  --------------  ------------   ------------  --------------
<S>                                        <C>            <C>            <C>            <C>            <C>           <C>

CASH FLOWS - OPERATING ACTIVITIES
Net (Loss) Earnings                       $        (36)  $      1,045   $     (1,081)  $         42   $        826   $       (784)
Adjustments:
   Depreciation and Amortization                 2,752          2,719             33             75             54             21
   Earnings from Joint Venture                     (23)           (23)           (15)            --             --             --
(Increase) Decrease in Receivables              (5,662)        (5,662)            --           (977)         7,424           (690)
Decrease in Notes Receivable                       194            194             --          1,375          1,375             --
Increase in Inventories                        (11,612)       (11,237)          (375)       (32,938)       (31,138)          (451)
(Increase) Decrease in Other Assets             (2,744)        (2,915)           171           (908)          (845)           (63)
Increase (Decrease) in Payables
   and Accruals                                 12,131         10,313          1,905          5,353          5,357         (7,797)
                                          ------------   ------------   ------------   ------------   ------------   ------------
                                                (5,000)        (5,566)           638        (27,978)       (16,947)        (9,764)
                                          ------------   ------------   ------------   ------------   ------------   ------------
CASH FLOWS - INVESTING ACTIVITIES
(Increase) Decrease in Advances to
   Joint Ventures and Investment in
     Affiliate                                    (947)          (948)           (71)         2,872          1,810           (205)
   Decrease (Increase) in Property
     and Equipment                                 318            317              1           (223)          (128)           (95)
                                          ------------   ------------   ------------   ------------   ------------   ------------
                                                  (629)          (631)           (70)         2,649          1,682           (300)
                                          ------------   ------------   ------------   ------------   ------------   ------------
CASH FLOWS - FINANCING ACTIVITIES
Increase (Decrease) in Notes Payable            24,719         25,301           (582)        17,301         14,890          2,411
Decrease in Notes Receivable                        --             --             --          7,700             --          7,700
Issuance of Class "C" Partnership Units          4,830          4,830             --          1,000          1,000             --
                                          ------------   ------------   ------------   ------------   ------------   ------------
                                                29,549         30,131           (582)        26,001         15,890         10,111
                                          ------------   ------------   ------------   ------------   ------------   ------------
EFFECT OF EXCHANGE RATE CHANGES
   ON CASH                                          13             13             --             --             --             --
                                          ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN CASH                 23,933         23,947            (14)           672            625             47
CASH AT BEGINNING OF PERIOD                        364            331             33            260            259              1
                                          ------------   ------------   ------------   ------------   ------------   ------------

CASH AT END OF PERIOD                     $     24,297   $     24,278   $         19   $        932   $        884   $         48
                                          ============   ============   ============   ============   ============   ============

SUPPLEMENTAL DISCLOSURES:
Increase in Notes Payable
   Related to an Acquisition              $    253,812   $    253,812             --             --             --             --

Issuance of Class C Units in
   Exchange for Assets                    $      3,265   $      3,265             --   $     18,445   $     18,445             --
</TABLE>



See notes to condensed combining financial statements.


                                      -34-


<PAGE>   38


                     3333 HOLDING CORPORATION AND SUBSIDIARY
              AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
                 CONDENSED COMBINING FINANCIAL STATEMENTS NOTES
                                DECEMBER 31, 1999
                                   (unaudited)


(A) In March 1987, Centex Development Company, L.P. (the "Partnership"), a
master limited partnership, was formed to enable holders of Centex Corporation
("Centex") stock to participate in long-term real estate development projects
whose dynamics are inconsistent with Centex's traditional financial objectives.
Certain of Centex's subsidiaries contributed to the Partnership certain
properties at their historical cost basis in exchange for 1,000 limited
partnership units ("Class A Units").

         The Partnership is controlled by its general partner, 3333 Development
Corporation ("Development"), which is in turn wholly-owned by 3333 Holding
Corporation ("Holding"). Holding is a separate public company whose stock trades
in tandem with Centex's stock. The common stock of Holding (the "Securities")
was distributed in 1987 (with warrants to purchase approximately 80% of the
Class B limited partnership units in the Partnership) as a dividend to the
stockholders of Centex. The Securities, held by a nominee on behalf of the
stockholders, will trade in tandem with the common stock of Centex until such
time as they are detached. The securities may be detached at any time by
Centex's Board of Directors but the warrants to purchase Class B Units
automatically become detached in November 2007.

         The Board of Directors of Holding is elected by the stockholders of
Centex. In October 1999, the Board of Directors expanded the size of the board
to four directors. The majority of the Board members are independent outside
directors, none of whom are directors of Centex. Accordingly, the general
partner of the Partnership is controlled by the stockholders of Centex. The
general partner and independent Board of Directors of Holding manage the
Partnership's conduct of its activities including the sales, development,
maintenance and zoning of properties. The general partner may sell or acquire
properties, including the contributed property, and enter into other business
transactions without the consent of the limited partners. In addition, the
limited partners cannot remove the general partner.

         See Note (C) to the condensed consolidated financial statements of
Centex and subsidiaries included elsewhere in this Form 10-Q for supplementary
condensed combined financial statements for Centex and Subsidiaries, Holding and
Subsidiary, and the Partnership and Subsidiaries.

(B) Holding has a service agreement with Centex Service Company, a wholly-owned
subsidiary of Centex, whereby Centex Service Company provides certain tax,
accounting and other similar services for Holding. This agreement was amended in
fiscal 1999 to include development services and the monthly fee was increased
from $2,500 per month to $30,000 per month.

         The Partnership sells lots to Centex Homes pursuant to certain purchase
and sale agreements. Revenues from these sales totaled $669,000 and $5.0 million
for the three and nine months ended


                                      -35-

<PAGE>   39



December 31, 1999, and $55,000 and $2.9 million for the three and nine months
ended December 31, 1998, respectively. Gains associated with these sales totaled
$132,000 and $305,000 for the three and nine months ended December 31, 1999 and
$56,000 and $122,000 for the three and nine months ended December 31, 1998,
respectively.

(C) Comprehensive loss is summarized for the three and nine months ended
December 31, 1999 below (dollars in thousands):


<TABLE>
<CAPTION>
                                                      --------------------------           -------------------------
                                                      For the Three Months Ended           For the Nine Months Ended
                                                          December 31, 1999                    December 31, 1999
                                                      --------------------------           -------------------------
<S>                                                     <C>                                  <C>
Net Loss                                                $               (112)                $                (36)
Other Comprehensive Loss:
         Foreign Currency Translation Adjustments                        (16)                                 (48)
                                                        --------------------                 --------------------
Comprehensive Loss                                      $               (128)                $                (84)
                                                        ====================                 ====================
</TABLE>

(D) Changes in stockholders' equity and partners' capital are summarized below
(dollars in thousands):

<TABLE>
<CAPTION>
                                                             For the Nine Months Ended December 31, 1999
                                         ------------------------------------------------------------------------------------
                                                       Centex Development Company, L.P.         3333 Holding Corporation
                                                                and Subsidiaries                     and Subsidiary
                                                      ----------------------------------   ----------------------------------
                                                       Class B      General     Limited                 Capital In  Retained
                                                         Unit      Partner's   Partner's     Stock      Excess of   Earnings
                                          Combined     Warrants     Capital     Capital     Warrants    Par Value   (Deficit)
                                         ----------   ----------  ----------  ----------   ----------  ----------  ----------
<S>                                      <C>          <C>         <C>         <C>          <C>         <C>         <C>
Balance at March 31, 1999                 $   60,730   $      500  $      767  $   61,062   $        1  $      800  $   (1,633)
   Partnership Units Issued in
         Exchange for Assets                   8,095           --          --       8,095           --          --          --



   Net (Loss) Earnings                          (36)          --          --       1,045           --          --      (1,081)
   Accumulated Other
         Comprehensive Loss:
            Foreign Currency
            Translation Adjustments             (48)          --          --         (48)          --          --          --
                                         ----------   ----------  ----------  ----------   ----------  ----------  ----------

Balance at December 31, 1999             $   68,741   $      500  $      767  $   70,154   $        1  $      800  $   (2,714)
                                         ==========   ==========  ==========  ==========   ==========  ==========  ==========
</TABLE>

         During fiscal year 1998, the partnership agreement governing the
Partnership was amended to allow for the issuance of new Class C Preferred
Partnership Units ("Class C Units"), to be issued in exchange for assets. During
the nine months ended December 31, 1999, 8,095 Class C Units were issued to
Centex Homes, the Partnership's sole limited partner, in exchange for assets
having a fair market value of $8.1 million.

         The partnership agreement provides that Class A and Class C limited
partners are entitled to a cumulative preferred return of 9% per annum on the
average outstanding balance of their Unrecovered Capital. Unrecovered Capital
represents initial capital contributions reduced by repayments thereof, and is
the basis for preference accruals. Unrecovered Capital for Class A and Class C
limited partners was

                                      -36-

<PAGE>   40


approximately $68 million as of December 31, 1999 and the unpaid preferred
return as of that date was $13.3 million. No preferred return payments were made
during the three months or nine months ended December 31, 1999.

(E) On April 15, 1999 Centex Development Company UK Limited ("CDC-UK"), a
company incorporated in England and Wales and a wholly-owned subsidiary of the
Partnership, closed its acquisition of all of the voting shares of Fairclough
Homes Group Limited, a British home builder ("Fairclough"). The purchase price
at closing (approximately $218 million) was paid by the delivery of two-year
non-interest bearing promissory notes. Additionally, the seller of the voting
shares retained non-voting preference shares in Fairclough that will entitle it
to receive substantially all of the net after-tax earnings of Fairclough until
March 31, 2001. During that time period CDC-UK may, however, participate in
Fairclough's earnings in excess of certain specified levels.

         However, because the non-voting preference shares retained by the
seller have the characteristics of debt, the preference obligations are being
reported as interest expense in the financial statements. A major portion of the
promissory notes is secured by a letter of credit obtained by the Partnership
from a United Kingdom bank.

         During the period between April 15, 1999 and March 31, 2001, Fairclough
will be operated by CDC-UK subject to certain guidelines that were negotiated
with the seller. After March 31, 2001, CDC-UK will redeem, for a nominal value,
the preference shares.

         The purchase of Fairclough has been accounted for using the purchase
method of accounting, pursuant to which the total cost of the acquisition has
been allocated to the tangible and intangible assets acquired and liabilities
assumed based upon their estimated fair values. The allocation of the purchase
price is as follows (dollars in thousands):

         Inventories, Property and Equipment and Other        $     267,720
         Goodwill                                                    29,260
         Notes Issued and Liabilities Assumed                      (296,980)
                                                              -------------
         Cash Paid                                            $          --
                                                              =============

         The following unaudited pro forma results of operations for the three
and nine months ended December 31, 1998 give effect to the April 15, 1999
acquisition of Fairclough as if such transaction had occurred on April 1, 1998.
The financial information for Fairclough included in the unaudited pro forma
results of operations is derived from Fairclough's operating results for the
three and nine months ended December 31, 1998, in accordance with U.S. generally
accepted accounting principles and translated to U.S. dollars. This information
is based on the historical financial statements of the Companies and the
historical financial statements of Fairclough. The pro forma adjustments are
directly attributable to the transaction referenced above, and are expected to
have a continuing impact on the business, results of operations, and financial
position.


                                      -37-

<PAGE>   41

<TABLE>
<CAPTION>
                                                             Pro Forma Results of Operations
                                                    --------------------------------------------------
                                                              For the Three Months Ended
                                                                   December 31, 1998
                                                    --------------------------------------------------
                                                    (Dollars in thousands, except per unit/share data)


                                                                        Centex
                                                                      Development
                                                                      Company, L.P.   3333 Holding
                                                                          and         Corporation
                                                        Combined      Subsidiaries   and Subsidiary
                                                       ----------     ------------   --------------
<S>                                                    <C>             <C>             <C>
Revenues                                               $  122,340      $  122,311      $      194
                                                       ==========      ==========      ==========
Net (Loss) Earnings                                    $      (23)     $      355      $     (378)
                                                       ==========      ==========      ==========
Net Earnings Allocable to Limited Partner                              $      355
                                                                       ==========
Earnings (Loss) Per Unit/Share                                         $     6.35      $     (378)
                                                                       ==========      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                             Pro Forma Results of Operations
                                                    --------------------------------------------------
                                                               For the Nine Months Ended
                                                                   December 31, 1998
                                                    --------------------------------------------------
                                                    (Dollars in thousands, except per unit/share data)


                                                                        Centex
                                                                      Development
                                                                      Company, L.P.   3333 Holding
                                                                          and         Corporation
                                                        Combined      Subsidiaries   and Subsidiary
                                                       ----------     ------------   --------------
<S>                                                    <C>             <C>             <C>

Revenues                                               $  290,838      $  290,296      $      951
                                                       ==========      ==========      ==========
Net (Loss) Earnings                                    $      (19)     $      765      $     (784)
                                                       ==========      ==========      ==========
Net Earnings Allocable to Limited Partner                              $      765
                                                                       ==========
Earnings (Loss) Per Unit/Share                                         $    14.49      $     (784)
                                                                       ==========      ==========
</TABLE>


         The unaudited pro forma results of operations are not necessarily
indicative of what actual results of operations of the Companies would have been
for the period, nor do they represent the Companies' results of operations for
future periods.

         The unaudited pro forma results of operations include the following
adjustments:

                  o        Amortization of goodwill and other intangibles based
                           upon the Partnership's allocation of the purchase
                           price. Goodwill is being amortized over a 20-year
                           period;

                  o        Elimination of the historical interest expense of
                           Fairclough related to debt not assumed by the
                           Partnership;

                  o        Additional interest expense representing the
                           preference payments to the seller;

                  o        Amortization of deferred debt issuance costs which
                           are being amortized over the term of the debt;

                  o        Income tax adjustments related to the above pro forma
                           items.


                                      -38-

<PAGE>   42



(F) The Partnership operates in five principal business segments: International
Home Building, Domestic Home Building, Commercial Development, Multi-Family
Development and Land Sales. All of the segments, with the exception of
International Home Building, operate in the United States. International Home
Building currently operates in the United Kingdom.

         The following tables set forth financial information relating to the
five business segments for the three and nine months ended December 31, 1999 and
December 31, 1998 (dollars in thousands):

<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------------------
                                                               Three Months Ended December 31, 1999
                                    -------------------------------------------------------------------------------------------
                                           Home Building
                                    -----------------------------    Commercial     Multi-Family
                                    International      Domestic      Development    Development      Land Sales        Total
                                    -------------     -----------    -----------    -----------      -----------    -----------
<S>                                  <C>              <C>            <C>            <C>              <C>            <C>
Revenues                             $    71,298      $     3,791    $     3,593    $        --      $       768    $    79,450
Cost of Sales                            (62,294)          (3,355)        (1,683)            --             (539)       (67,871)
General & Administrative Expenses         (6,433)            (369)          (974)          (475)            (125)        (8,376)
Interest Expense                          (2,542)              --           (740)            (4)              --         (3,286)
                                     -----------      -----------    -----------    -----------      -----------    -----------
Operating Earnings (Loss)            $        29      $        67    $       196    $      (479)     $       104    $       (83)
                                     ===========      ===========    ===========    ===========      ===========    ===========
Identifiable Assets                  $   327,154      $     7,302    $    81,175    $    26,457      $    11,226    $   453,314
</TABLE>


<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------------------
                                                               Three Months Ended December 31, 1998
                                    -------------------------------------------------------------------------------------------
                                           Home Building
                                    -----------------------------    Commercial     Multi-Family
                                    International      Domestic      Development    Development      Land Sales        Total
                                    -------------     -----------    -----------    -----------      -----------    -----------
<S>                                  <C>              <C>            <C>            <C>              <C>            <C>

Revenues                                  *           $     5,403    $        58     $        41     $       192    $     5,694
Cost of Sales                             *                (4,596)            --              --             (15)        (4,611)
General & Administrative Expenses         *                  (403)           (95)           (366)           (120)          (984)
Interest Expense                          *                    --            (32)            (54)             --            (86)
                                                      -----------    -----------     -----------     -----------    -----------
Operating Earnings (Loss)                             $       404    $       (69)    $      (379)    $        57    $        13
                                                      ===========    ===========     ===========     ===========    ===========
</TABLE>


                                      -39-

<PAGE>   43


<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------------------
                                                                Nine Months Ended December 31, 1999
                                    -------------------------------------------------------------------------------------------
                                           Home Building
                                    -----------------------------    Commercial     Multi-Family
                                    International      Domestic      Development    Development      Land Sales        Total
                                    -------------     -----------    -----------    -----------      -----------    -----------
<S>                                  <C>              <C>            <C>            <C>              <C>            <C>

Revenues                            $   208,389       $     9,781    $     7,177    $    17,154      $     6,748    $   249,249
Cost of Sales                          (182,110)           (8,500)        (3,065)       (17,049)          (5,943)      (216,667)
General & Administrative Expenses       (17,601)           (1,088)        (1,881)        (1,505)            (375)       (22,450)
Interest Expense                         (8,077)               --         (1,471)           (19)              --         (9,567)
                                    -----------       -----------    -----------    -----------      -----------    -----------
Operating Earnings (Loss)           $       601       $       193    $       760    $    (1,419)     $       430    $       565
                                    ===========       ===========    ===========    ===========      ===========    ===========
Identifiable Assets                 $   327,154       $     7,302    $    81,175    $    26,457      $    11,226    $   453,314
</TABLE>


<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------------------
                                                                Nine Months Ended December 31, 1998
                                    -------------------------------------------------------------------------------------------
                                           Home Building
                                    -----------------------------    Commercial     Multi-Family
                                    International      Domestic      Development    Development      Land Sales        Total
                                    -------------     -----------    -----------    -----------      -----------    -----------
<S>                                  <C>              <C>            <C>            <C>              <C>            <C>

Revenues                                  *           $    13,976    $     1,744    $       324      $     3,730    $    19,774
Cost of Sales                             *               (11,885)        (1,577)            --           (3,082)       (16,544)
General & Administrative Expenses         *                (1,205)          (292)        (1,111)            (364)        (2,972)
Interest Expense                          *                    --            (60)           (94)             (62)          (216)
                                                      -----------    -----------    -----------      -----------    -----------
Operating Earnings (Loss)                             $       886    $      (185)   $      (881)     $       222    $        42
                                                      ===========    ===========    ===========      ===========    ===========
</TABLE>



<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------------------
                                                                 Fiscal Year Ended March 31, 1999
                                    -------------------------------------------------------------------------------------------
                                           Home Building
                                    -----------------------------    Commercial     Multi-Family
                                    International      Domestic      Development    Development      Land Sales        Total
                                    -------------     -----------    -----------    -----------      -----------    -----------
<S>                                  <C>              <C>            <C>            <C>              <C>            <C

Identifiable Assets                       *            $ 10,920       $ 44,820        $ 31,337         $ 25,099       $112,176
</TABLE>


* Business segment did not exist in prior fiscal year.


(G) Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," was issued in June 1998.
This statement addressed the accounting for derivative instruments, including
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and hedging activities as well as the disclosure of these
activities. SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the consolidated balance sheet and measure those
instruments at fair value. In June 1999, SFAS No. 137 was issued which delays
the implementation of this statement for the Companies until April 2001.

(H) Certain prior period balances have been reclassified to be consistent with
the December 31, 1999 presentation.



                                      -40-

<PAGE>   44

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

         On a combined basis, the Companies' revenues for the three and nine
months ended December 31, 1999 totaled $79.4 million and $249.2 million,
respectively. Revenues of $5.7 million and $19.8 million were reported for the
three and nine months ended December 31, 1998, respectively. The significant
increase in revenues for the three and nine months ended December 31, 1999
resulted primarily from the Partnership's acquisition of Fairclough.

         The Companies had combined net loss for the three and nine months ended
December 31, 1999 of $112,000 and $36,000, respectively, compared to combined
net earnings of $13,000 and $42,000 for the three and nine months ended December
31, 1998, respectively.

HOME BUILDING

INTERNATIONAL -

         The following summarizes International Home Building's results for the
three and nine months ended December 31, 1999 (dollars in thousands):


<TABLE>
<CAPTION>
                                                  --------------------------             -------------------------
                                                  For the Three Months Ended             For the Nine Months Ended
                                                      December 31, 1999                      December 31, 1999
                                                  --------------------------             -------------------------
<S>                                                    <C>                                     <C>
Revenues                                               $       71,298                          $      208,389
Cost of Sales                                                 (62,294)                               (182,110)
General & Administrative Expenses                              (6,433)                                (17,601)
Interest Expense, Paid to Seller                               (2,542)                                 (8,077)
                                                       --------------                          --------------
Operating Earnings                                     $           29                          $          601
                                                       ==============                          ==============

Units Closed                                                      377                                   1,147
                                                       ==============                          ==============
</TABLE>



                                      -41-

<PAGE>   45


         The Partnership acquired this segment in the first quarter of fiscal
2000. The seller received $221.7 million in non-interest bearing promissory
notes due March 31, 2001 and retained preferred non-voting shares in Fairclough.
The preferred shares require a preferred distribution and have a nominal
residual interest value that is mandatorily redeemable on March 31, 2001. During
the three and nine months ended December 31, 1999, Fairclough generated earnings
totaling $2.6 million and $8.1 million, respectively, which are subject to
distribution to the seller under the preferred share arrangement. The Companies
have accounted for the non-interest bearing debt and nominal residual value
preferred shares as if they were a single debt instrument. Accordingly,
distributions attributable to the preferred shares are accrued as interest
expense in the accompanying financial statements.

DOMESTIC -

         The following summarizes Domestic Home Building's results for the three
and nine months ended December 31, 1999 compared to the same periods last year
(dollars in thousands):

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Sales Revenues                                                   $      3,791      $      5,403
Cost of Sales                                                          (3,355)           (4,596)
General & Administrative Expenses                                        (369)             (403)
                                                                 ------------      ------------
Operating Earnings                                               $         67      $        404
                                                                 ============      ============

Units Closed                                                               11                19
                                                                 ============      ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Sales Revenues                                                   $      9,781      $     13,976
Cost of Sales                                                          (8,500)          (11,885)
General & Administrative Expenses                                      (1,088)           (1,205)
                                                                 ------------      ------------
Operating Earnings                                               $        193      $        886
                                                                 ============      ============

Units Closed                                                               30                48
                                                                 ============      ============
</TABLE>


         During the three and nine months ended December 31, 1999 and 1998,
sales revenues included revenues from the sale of single-family homes in New
Jersey which completed the build-out of certain communities. In July 1999, the
Partnership obtained final zoning approval for the development of an additional
251 single-family homes.



                                      -42-

<PAGE>   46



COMMERCIAL DEVELOPMENT

         The following summarizes Commercial Development's results for the three
and nine months ended December 31, 1999 compared to the same periods last year
(dollars and square feet in thousands):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Sales Revenues                                                   $      1,901      $       (116)
Rental Income                                                           1,692               174
Cost of Sales                                                          (1,683)               --
General & Administrative Expenses                                        (974)              (95)
Interest Expense                                                         (740)              (32)
                                                                 ------------      ------------
Operating Earnings (Loss)                                        $        196      $        (69)
                                                                 ============      ============

Operating Square Feet                                                     956                38
                                                                 ============      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                    For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Sales Revenues                                                   $      3,765      $      1,570
Rental Income                                                           3,412               174
Cost of Sales                                                          (3,065)           (1,577)
General & Administrative Expenses                                      (1,881)             (292)
Interest Expense                                                       (1,471)              (60)
                                                                 ------------      ------------
Operating Earnings (Loss)                                        $        760      $       (185)
                                                                 ============      ============
</TABLE>


         Sales revenues for the three months ended December 31, 1999 included
the sale of certain residential lots in Texas and certain commercial land in
California. Sales revenues for the same period in the prior year included the
sale of industrial land to a joint venture in which the Partnership owns a 10%
interest.


                                      -43-

<PAGE>   47



MULTI-FAMILY DEVELOPMENT

         The following summarizes Multi-Family Development's ("Multi-Family")
results for the three and nine months ended December 31, 1999 compared to the
same periods last year (dollars in thousands):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                           December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $         --      $         41
Cost of Sales                                                              --                --
General & Administrative Expenses                                        (475)             (366)
Interest Expense                                                           (4)              (54)
                                                                 ------------      ------------
Operating Loss                                                   $       (479)     $       (379)
                                                                 ============      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                         $     17,154      $        324
Cost of Sales                                                         (17,049)               --
General & Administrative Expenses                                      (1,505)           (1,111)
Interest Expense                                                          (19)              (94)
                                                                 ------------      ------------
Operating Loss                                                   $     (1,419)     $       (881)
                                                                 ============      ============
</TABLE>


         Revenues during the three and nine months ended December 31, 1999
resulted from the sale of a Texas apartment complex that had been constructed
subject to a pre-sale agreement. Revenues during the three and nine months ended
December 31, 1998 consisted primarily of development fee income.

LAND SALES

         The following summarizes Land Sales' operating results for the three
and nine months ended December 31, 1999 compared to the same periods last year
(dollars in thousands):


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Three Months Ended
                                                                         December 31,
                                                                 ------------------------------
                                                                    1999                1998
                                                                 ----------          ----------
<S>                                                              <C>                 <C>
Sales Revenues                                                   $      768          $      192
Cost of Sales                                                          (539)                (15)
General & Administrative Expenses                                      (125)               (120)
Interest Expense                                                         --                  --
                                                                 ----------          ----------
Operating Earnings                                               $      104          $       57
                                                                 ==========          ==========
</TABLE>


                                      -44-

<PAGE>   48


<TABLE>
<CAPTION>
                                                                 ------------------------------
                                                                   For the Nine Months Ended
                                                                          December 31,
                                                                 ------------------------------
                                                                     1999              1998
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Sales Revenues                                                   $      6,748      $      3,730
Cost of Sales                                                          (5,943)           (3,082)
General & Administrative Expenses                                        (375)             (364)
Interest Expense                                                           --               (62)
                                                                 ------------      ------------
Operating Earnings                                               $        430      $        222
                                                                 ============      ============
</TABLE>


         Revenues for the three months ended December 31, 1999 included the sale
of certain residential lots in Florida, Texas and New Jersey to Centex's
homebuilding operations. Revenues for the nine month period ended December 31,
1999 consisted of $5.0 million in residential lot sales to Centex Homes and the
sale of certain commercial land in Texas. Real Estate sales during the nine
months ended December 31, 1998 included $2.9 million of lot sales to Centex
Homes and the sale of certain commercial property in Texas.

LIQUIDITY AND CAPITAL RESOURCES

         During the nine months ended December 31, 1999, 8,095 Class C Preferred
Partnership Units were issued in exchange for assets with a fair market value of
$8.1 million. Also during the nine months ended December 31, 1999, the Companies
closed on non-recourse commercial development project loans totaling $49.6
million. The project loans are collateralized by commercial properties and have
ten-year maturities with fixed interest rates ranging from 6.9% to 7.8%.

         The Partnership believes that the revenues, earnings, and liquidity
from its current operations and from construction and permanent financings will
be sufficient to provide the necessary funding for the current and future needs.

YEAR 2000 COMPLIANCE

         Beginning in fiscal year 1997, the Companies engaged in an ongoing
process of evaluating and implementing changes to their systems in order to
ensure Year 2000 compliance. As a result of this process, the Companies and
their subsidiaries tested all critical systems during calendar year 1999 and
repaired, upgraded and/or replaced those found to be not Year 2000 compliant.
The cost of replacing, upgrading or otherwise changing non-compliant systems was
not material to the Companies as a whole, or to the Companies' individual
subsidiaries. The Companies used internally generated cash to fund the
correction of all non-compliant systems. The Companies' Year 2000 compliance
preparation included the completion of a contingency plan, the hiring of a third
party consultant (through Holding's services agreement with Centex Service
Company) and the surveying of material vendors and suppliers.

         As a result of the attention that the Companies paid to addressing
their Year 2000 readiness, the Companies have not, to date, experienced any
adverse impact on the Companies' operations or financial condition or the
operations or financial condition of any of their individual subsidiaries as a
result of any Year 2000 compliance issues. In addition, the Companies are not
aware that any of their vendors, subcontractors


                                      -45-

<PAGE>   49



or other third parties experienced any significant problems as a result of Year
2000 compliance issues. Furthermore, if any of those third parties were affected
by Year 2000 compliance issues, such compliance issues have not caused, to date,
any adverse effects on the Companies' operations or financial condition, or the
operations or financial condition of any of their individual subsidiaries.

         Although the Companies have not been affected to date by the changes
from December 31, 1999 to January 1, 2000, Year 2000 issues could arise
subsequent to the filing of this report. As an example, the Companies' systems
could fail to recognize 2000 as a leap year. The Companies believe that such
circumstances are highly unlikely to occur and that, even if they were to occur,
it is highly unlikely that the Companies' operations or financial condition
would be materially adversely affected. Nevertheless, the Companies intend to
continue to monitor Year 2000 related issues and immediately address any effects
that may arise as a result.

Year 2000 Forward-looking Statements

         Certain statements in this section, other than historical information,
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995. These statements involve
risks and uncertainties relative to the Companies' ability to assess and
remediate any Year 2000 compliance issues, the ability of third parties to
correct material non-compliant systems, and the Companies' assessment of the
Year 2000 issue's impact on their financial results and operations.


--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS

         The Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this report on Form 10-Q contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the context of the statement and generally arise when the
Companies are discussing their beliefs, estimates or expectations. These
statements are not guarantees of future performance and involve a number of
risks and uncertainties. Actual results and outcomes may differ materially from
what is expressed or forecast in such forward-looking statements. The principal
risks and uncertainties that may affect the Companies' actual performance and
results of operations include the following: general economic conditions and
interest rates; the cyclical and seasonal nature of the Companies' businesses;
changes in property taxes; changes in federal income tax laws; governmental
regulation; changes in governmental and public policy; changes in economic
conditions specific to any one or more of the Companies' markets and businesses;
competition; availability of raw materials; and unexpected operations
difficulties. Other risks and uncertainties may also affect the outcome of the
Companies' actual performance and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.



                                      -46-

<PAGE>   50



                     3333 HOLDING CORPORATION AND SUBSIDIARY
                CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (1)      Exhibits

                  Exhibit 27.2        Financial Data Schedule

                  Exhibit 27.3        Financial Data Schedule

         (2)      Reports on Form 8-K

                  The Registrant filed no reports on Form 8-K during the quarter
         ended December 31, 1999.

         All other items required under Part II are omitted because they are not
applicable.



                                      -47-

<PAGE>   51



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        3333 HOLDING CORPORATION
                            -------------------------------------------------
                                               Registrant




February 11, 2000                        /s/ Richard C. Decker
                            -------------------------------------------------
                                           Richard C. Decker
                                   Director, Chairman, President and
                                        Chief Executive Officer
                                     (principal executive officer)


February 11, 2000                        /s/ Kimberly A. Pinson
                            -------------------------------------------------
                                           Kimberly A. Pinson
                               Vice President, Treasurer, Controller and
                                          Assistant Secretary
                                    (principal financial officer and
                                       chief accounting officer)


                                      -48-

<PAGE>   52



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                           CENTEX DEVELOPMENT
                                             COMPANY, L.P.
                            -------------------------------------------------
                                               Registrant

                                    By: 3333 Development Corporation,
                                           General Partner


February 11, 2000                        /s/ Richard C. Decker
                            -------------------------------------------------
                                           Richard C. Decker
                                   Director, Chairman, President and
                                        Chief Executive Officer
                                     (principal executive officer)


February 11, 2000                        /s/ Kimberly A. Pinson
                            -------------------------------------------------
                                           Kimberly A. Pinson
                               Vice President, Treasurer, Controller and
                                          Assistant Secretary
                                    (principal financial officer and
                                       chief accounting officer)



                                      -49-


<PAGE>   53


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit
     Number                       Description
     -------                      -----------
<S>                               <C>
     Exhibit 10.10                Centex Corporation Amended and Restated 1987 Stock Option Plan
     Exhibit 27.1                 Financial Data Schedule - Centex Corporation
     Exhibit 27.2                 Financial Data Schedule - 3333 Holding Corporation
     Exhibit 27.3                 Financial Data Schedule - Centex Development Company, L.P.
</TABLE>