Filed by Terex Corporation
                      Pursuant to Rule 425 under the Securities Act of 1933
                      Subject Company: CMI Corporation
                      Commission File No. 1-5951

                             TEREX CORPORATION
                         CONFERENCE CALL- 6/28/01

MOD:                This call is being recorded. If you do have any
                    objections, you may now disconnect at this time. I
                    would now like to introduce you to our host for today,
                    Mr. Ronald DeFeo. Sir, you may begin when ready.

R. DEFEO:           Thank you very much, and good morning to everyone
                    on the call, here. A couple of housekeeping details,
                    first. This call, a replay will be available starting
                    Friday, June 29, at 10:00 a.m. Eastern time, and can be
                    accessed until Friday, July 6, 2001, until 6:00 p.m.
                    Eastern standard time, daylight savings time, rather.
                    To access the replay, please call 888-482-2241, or for
                    international calls, 402-998-1367. The password for the
                    call will be TEX or 839. A simultaneous, listen only
                    mode Webcast for this call is available at our Website,
          , under the Investor Relations section.

                    With me this morning, on the call, is Joe Apuzzo, our
                    Chief Financial Officer; Brian Henry, Vice President of
                    Mergers and Acquisitions; and Jack Lascar, VP of
                    Investor Relations in Corporate Communications; and
                    Ernie Verebelyi, Group President of Terex Mining and

                    We're making several announcements today, which we feel
                    reflect the best assessment of current operating
                    conditions, plus several important steps to build a
                    more efficient company, with a substantially broader
                    product range. The timing of these announcements
                    reflect the convergence of activities that have been
                    underway in our company for some time. Also, reflecting
                    the reality of the calendar, which says that the second
                    quarter is almost over, and given the announcements, we
                    felt it appropriate to give commentary on the second
                    quarter, as well. Consequently, I'd like to broadly
                    discuss three topics. First, current operations for
                    Terex as a whole. Second, planned restructuring and
                    factory closures for the balance of 2001. And, third,
                    the acquisition of CMI, with both financial and
                    operational comments.

                    Let me turn to current operating performance at Terex.
                    The second quarter operating performance remains solid,
                    despite significant revenue challenges. We expect to be
                    about 10 to 20 percent better than the first quarter of
                    2001, which results in an earnings per share in the
                    range of 50 to 55 cents per share, from continuing
                    operations. This is obviously below the current first
                    call estimates of the company, in the range of 65 cents
                    per share. Revenue is expected to be 20 to 25 percent
                    below the comparable year ago period. Of particular
                    relevance is the North American softness, where we are
                    seeing our infrastructure business, in particular,
                    Cedarapids asphalt and crushing businesses, plus some
                    ongoing year over year weakness from the Terex truck
                    revenue. There continues to be some difficulty
                    forecasting the impact of the highway bill, and how it
                    relates to both equipment purchases and the actual
                    spending of the highway funds, by state. Projects are
                    not really being cancelled, only dragged out by
                    matching fund issues, engineering, and permitting
                    challenges, and to a degree, some energy related higher
                    cost of energy, causing some review of these projects.
                    And, there clearly is a psychology of uncertainty among
                    customers. And, I think that's impacting buying
                    decisions for equipment.

                    Our mining business, in particular, our Unit Rig mining
                    truck business, has struggled with revenue in the
                    second quarter. We had some positive impact from coal
                    price increases in our O&K shovel business. But, we
                    have yet to realize any significant up-tick at Unit
                    Rig. There is a substantial amount of quoting activity,
                    but not yet enough visibility. This could change any
                    day, however, and we are expecting a stronger second
                    half from this business. It is also important to note
                    that we expect our margins will continue to reflect the
                    variable cost structure of our company. Obviously, they
                    will be somewhat lower than last year. But, with
                    revenue shortfalls we are seeing, our operating margins
                    have held up much better than other vertically
                    integrated, or then vertically integrated, capital
                    goods companies.

                    We continue to get solid performances from several of
                    our businesses, particularly in this environment. Our
                    Powerscreen companies are generally doing well, and
                    several of our lifting businesses continue to perform
                    and grow market share. The built in revenue and
                    geographic diversity of Terex, plus our low cost and
                    outsourcing strategies, seem to be working. For the
                    full year of 2001, we expect to have a second half
                    similar to the first. To accomplish this, we will have
                    to see some strengthening in our typically slower
                    second half revenue. While hard to predict, we think
                    this can come from mining and some modest improvements
                    in other areas.

                    We are also announcing, today, the closure of four
                    factories by year-end. This is a continuation of the
                    Terex improvement plan and reorganization we instituted
                    a few months back. While we won't be specific with the
                    factories on this call, there will be two factories in
                    Europe and two in North America. We expect no revenue
                    change as a result of this manufacturing consolidation.
                    This represents better space utilization and overhead
                    reductions. We expect approximately 170 job reductions.
                    As noted, we expect savings in the $10 to $15 million
                    pre-tax range, and a charge of $15 to $20 million
                    before the end of this year. These were noted in the
                    press release. These decisions obviously have a rapid
                    payback, and we believe, will strengthen our
                    organization. We expect further elements of the Terex
                    improvement plan to be announced as the year continues.
                    We are making organizational changes in both North
                    America and Europe to deepen our franchise and take
                    advantage of strong market positions in both our
                    lifting and earthmoving products.

                    In summary, while earnings visibility and, more
                    precisely, revenue visibility, is challenging at this
                    point in time, we feel we are weathering current
                    operating conditions reasonably well, while
                    simultaneously strengthening our franchise and
                    efficiencies levels. We are cutting costs, but these
                    are costs that didn't get bloated in the last
                    expansion, but rather costs that have become possible
                    to reduce, mainly because of prudent and strategic
                    acquisitions being integrated with the balance of

                    Now, let me turn to CMI. As announced, Terex has signed
                    a definitive merger agreement to acquire CMI
                    Corporation, a New York Stock Exchange listed company.
                    The agreement provides for an exchange of all
                    outstanding shares of CMI, at a ratio of .16 shares of
                    Terex common stock for each share of CMI. This is
                    subject to a downward adjustment in the event that
                    consolidated net debt of CMI exceeds $75.25 million.
                    The maximum number of shares that Terex can issue will
                    be 3.5 million. The transaction is expected to close
                    during the third quarter of 2001.

                    CMI is the leading manufacturer of automated machines
                    for construction and maintenance of highways, parking
                    lots, bridges, with revenues in excess of $225 million
                    in the year 2000. Specific products include asphalt
                    plants, concrete plants, road profiling and reclaiming
                    equipment, landfill compactors and grinders. CMI was
                    founded in the mid `60s by the current Chairman and
                    CEO, Bill Swisher. The company has a long history of
                    product innovation and markets mainly via a direct
                    sales force. And, I think it would be accurate to say,
                    many of the roads built over the past several decades,
                    have been done with CMI equipment.

                    While seeking acquisitions, Terex, in general, wants to
                    find businesses that have strong gross margins, high
                    levels of SG&A, and substantial working capital.
                    Furthermore, we look to find businesses where there are
                    substantial synergies which will allow us to be
                    financially accretive to earnings within the first year
                    of ownership. CMI fits this criteria, and is right down
                    the middle of the fairway. Gross margins at CMI are
                    typically in the range of about 24 percent. SG&A is 18
                    to 20 percent of revenue. And, net working capital
                    around $100 million. Operating performance has
                    historically ranged from a break-even level to $17
                    million of EBITDA. Recently, the company suffered from
                    a management change that added substantial cost and
                    inventory, that they have been working through.

                    Fil Filipov, Terex Executive Vice President, will
                    assume responsibility for this business as President of
                    CMI, following the close of this transaction. We will
                    keep this business separate from the balance of Terex
                    operations, initially, in order to focus on the
                    operational and cultural opportunities. CMI has already
                    started lean manufacturing, a process that we will
                    build upon. We expect to achieve at least $20 million
                    of annualized savings. We believe 70 percent of these
                    savings will be realized in 2002, and the full savings
                    in 2003. Longer term, of course, we will integrate CMI
                    with the balance of our operations. We would expect
                    that to be, probably, in the year 2003.

                    In summary, CMI is an excellent strategic fit with
                    Terex. Our position in infrastructure products, with
                    Cedarapids, Powerscreen, and now, CMI, will be
                    superior, in our view, to any competitor. This results
                    in real franchise value for Terex. Furthermore, this
                    transaction, as structured, will be credit enhancing,
                    which we feel is appropriate, and consistent with our
                    longer-term goals of improving the company's financial
                    structure. The bottom line here is that we're building
                    a better Terex, a broader Terex, with some great
                    products and a great operating history from CMI. We
                    think this is an excellent marriage, a marriage that we
                    can build upon with the balance of our operations. With
                    that, I'd now like to open this up for questions, and
                    operator, could you do that.

OPERATOR:           Yes,  sir.  At this  time,  we are  ready  to  begin
                    the formal question/answer session. If you have any
                    questions, just press *1 on your touch-tone phone, and
                    you will be announced prior to asking your question. If
                    you want to withdraw your question, press *2. Once
                    again, to ask a question, press *1. And our first
                    question comes from David Raso from Salomon Smith

D. RASO:            Hi. Good morning everybody.

R. DEFEO:           Morning, David.

D. RASO:            Quick question on the second half outlook.  The
                    comments about the second half should be similar to the
                    second half, so, roughly 95 cents to a dollar. A lot of
                    the products you sell the second quarter, the big
                    spring selling season. The second half of the year,
                    that outlook how much of that is predicated on some of
                    the mining orders coming through that right now are
                    still, maybe, a bit more in the bid mode. And, if you
                    can highlight the crushing business, I'm a little
                    surprised that that's slow at Cedarapids. If you could
                    give me a little more color there, I'd definitely
                    appreciate it.

R. DEFEO:           Okay, just as a, in a general sense, as I indicated,
                    we'll have to secure some mining orders to make the
                    second half be similar to the first half. That will
                    help offset, which is somewhat a seasonally slower
                    period, the second half versus the first half. We think
                    that'll happen. That's our view today. And, we think
                    that's what we're certainly operating toward. The
                    crushing side of our business, or the weakness at
                    Cedarapids, really reflects some uncertainty in the
                    market on the part of our distribution and a lack of
                    willingness to commit to new orders at this point in
                    time. I don't believe there is a fundamental softness
                    in the activity relative to aggregates products. I do
                    believe this is an inventory-related issue that is
                    being worked through, and it will take a couple of
                    quarters, the second quarter being one of the quarters.
                    And typically, the fourth quarter is one of the
                    stronger quarters in this business, as people buy
                    crushing and screening products or as we ship them into
                    the distribution.

D. RASO:            Following up on the inventory comment, articulated dump
                    truck and the construction truck, how would you
                    describe the weakness there? Is that inventory related,
                    demand related?

R. DEFEO:           I would say it's demand related in the articulated truck
                    product category. Although, frankly, we're having a
                    better second quarter in that than we did in the first
                    quarter by a fairly substantial amount. And, we're
                    still seeing some pretty good business among some large

D. RASO:            And then, lastly, in the CMI acquisition, is there a
                    dilution amount for that deal built into the guidance
                    in the second half?

R. DEFEO:           The dilution for CMI in the fourth quarter will be
                    somewhere in the range of 5 cents. Okay, so it's just
                    not that significant.

D. RASO:            I'll get back in the queue.  Thank you.

OPERATOR:           Our next question comes from Gary McManus from JP Morgan.

G. MCMANUS:         Hi Ron.

R. DEFEO:           Hi Gary.

G.MCMANUS:          Can you talk about what kind of orders have you seen
                    thus far in the surface mining area? And, what kind of
                    numbers would you anticipate in the second half of the
                    year, that's built into this earnings guidance?

R. DEFEO:           We have, as you well know, the mining business is very
                    challenging to forecast at any one point in time,
                    because it's a lumpy business. We believe that there
                    are several significant orders that we're working on,
                    particularly in the Unit Rig area, that we're not
                    counting on all of them to come our way. But,
                    certainly, we believe several of them will come our
                    way. And, we have seen some improvement, clearly, in
                    our O&K shovel business. So, you know, while it may
                    appear that, it's difficult to give you a precise
                    number built in, I think we have enough confidence that
                    the activity there will result in a decent second half.
                    Ernie, you want to add to that?

E. VEREBELYI:       I would just comment that, based on historical hit
                    rates and the number of prospects that are currently
                    underway, in terms of tender proposal, that we have a
                    high likelihood, and good probability of meeting what
                    we've laid out for the last half of the year. It's an
                    uneasy situation, from some of the standpoints of the
                    mines, again, as Ron pointed out. Right now, coal seems
                    to be holding up well. There's activity there. But,
                    it's very hard to predict, relative to general economic
                    environment. I would also say that the shovel business
                    has been a little stronger than we anticipated, and
                    that the truck business has been delayed a little
                    longer than we had anticipated. And, that's been a good
                    part of the impact on the second quarter at Unit Rig,
                    that Ron mentioned earlier.

G. MCMANUS:         Given, I assume there's long lead times in a lot of
                    these orders. Are you assuming a lot of earnings impact
                    in the second half, from what you anticipate in terms
                    or orders, or a lot of revenue in earnings impact will
                    come in 2002.

R. DEFEO:           Well, if our second half will be similar to the first
                    half, there's not a lot of additional that will happen,
                    Gary, to make those numbers come to pass. There'll be
                    some erosion, obviously, from some of our more
                    seasonally, second quarter oriented businesses, like
                    the lifting business. But, I think that can be made up

G. MCMANUS:         Second question is, the net debt of CMI continues at
                    75.25 million at closing. What was the net deposition
                    of CMI at the end of the first quarter? And, I assume
                    that's built in, so they don't lever, I mean, I'm just

R. DEFEO:           The net debt, as public, the publicly reported net debt
                    at CMI was $94 million.

G. MCMANUS:         Okay, so if it, it had to be at least $75 million. Just
                    explain that again to me.

R. DEFEO:           Okay. The assumption is that they will achieve a $75.25
                    million of net debt. Any amount above that, there will
                    be an adjustment, and there'll be fewer shares of Terex
                    stock issued.

G. MCMANUS:         Now, if it's lower?

R. DEFEO:           No difference if it's lower. There will not be any more
                    than 3.5 million shares of Terex stock issued. But,
                    there can be fewer shares.

G. MCMANUS:         Got it. Okay, now, I understand the credit enhancing,
                    but it looks like you had enough cash on hand, at least
                    your cash position at the end of the first quarter, to
                    do this on a cash transaction. I'm wondering, that
                    would, presumably, be a lower cost way of making this

R. DEFEO:           Well, I think, you know, from our standpoint, we want
                    to continue to work on improving the financial
                    structure of Terex, and this makes good sense for both
                    CMI shareholders, as well as Terex shareholders, in
                    that we think there's a lot of savings potential and
                    synergy potential here. And, consequently, we feel it's
                    attractive. It also keeps us in a position where that
                    cash and/or liquidity of Terex can be held for use for
                    other things.

G. MCMANUS:         One last thing, question, then I'll get back to you.
                    Just, what's your anticipation or your expectations for
                    cash flow performance this year with a little bit lower
                    earnings? Do you have, have you changed, depreciation,
                    or cap back, let's say, from working capital, or
                    anything on those lines?

R. DEFEO:           CAPEX hasn't changed. Working capital, in the short term,
                    we're seeing some use of working capital. But, we
                    expect to run that off in the second half of the year,
                    and we've adjusted our schedules and our plans

G. MCMANUS:         You expect cash flow in neutral, positive, negative,
                    for a full year 01?

R. DEFEO:           Probably, what Joe, positive.

J. APUZZO:          We'll be cash flow positive.

G. MCMANUS:         Okay. Thanks.

OPERATOR:           Our next question is from Sara Thompson from Lehman

S. THOMPSON:        Yes. This is actually a follow up on that same line. I'm
                    sorry. You're going to be cash flow positive, just from
                    working capital, for the year?

J. APUZZO:          For the year. That is our plan, yes.

S. THOMPSON:        And, the inventory build, is that just the same kind of
                    seasonal issue, or are you guys running into problems
                    with lower demand than you've got actual excess
                    inventory sitting in your books right now?

R. DEFEO:           If you have less sales, you end up with more inventory.
                    And, so, that's the result of the current situation.
                    But, that's why we've made some adjustments, Sara.

S. THOMPSON:        Okay, but my question for would be, it's the demand based
                    issues of you guys are then going to run out your
                    inventory in the second half of the year, are we going
                    to, should we expect to see some pressure on margins
                    from that?

R. DEFEO:           No.

S. THOMPSON:        Because?

R. DEFEO:           The way we're structured, Sara.

S. THOMPSON:        Okay, just because it's pure assembly and, so, there's not
                    that much overhead.

R. DEFEO:           Well, nothing is ever pure anything, but we're mostly
                    assembly. And, as you know, 80 to 85 percent of our
                    costs are variablized.

S. THOMPSON:        Right. Okay. Fair enough. That's the only question I had
                    left. Thank you.

R. DEFEO:           Okay.

OPERATOR:           We now have a question from John McGinty from First Boston.

J. MCGINTY:         Good morning, Ron.

R. DEFEO:           Good morning, John.

J. MCGINTY:         Let me just get a couple of clarifications, if I can. If
                    we take your very specific guidance about 95 cents to a
                    dollar in the first half and the second half, you know,
                    equaling that, is that including, or not including, the
                    5 cent dilution that you were talking about in the
                    fourth quarter from CMI?

R. DEFEO:           It's not including the 5-cent.

J. MCGINTY:         Not including. So, we take, wherever we end up, we take
                    5 cents out on that. Okay. Second question. Can you,
                    just a clarification, the number that I had in my model
                    from my conversations, were that you hoped to generate
                    something in the neighborhood of $50 million in working
                    capital, a positive cash flow from working capital in
                    01. Are you now saying you will generate positive cash
                    flow, but less than that? Or is that still a good
                    number. I'm sorry, I just got confused when you were
                    talking before.

R. DEFEO:           Well, it's going to have to happen in the latter part of
                    the year, as opposed to the earlier part of the year.
                    But, it's still a good number.

J. MCGINTY:         Okay. Now, could you give us, Joe, you haven't been
                    working hard enough here. Joe, could you give us, could
                    you kind of, you know, you talk about a bunch of stuff,
                    Ron, when you were talking about infrastructure weak,
                    Terex trucks weak, talking about the revenues. I mean,
                    those were the kinds of things you're facing overall.
                    But, when we come back to your comment to the press
                    release, you talk about earnings being 50 to 55 cents
                    versus a consensus of, I think, 65 cents. And you talk,
                    you know, the first thing you mention is the
                    Euro/Dollar/Pound, and then, orders. Can you break down
                    that 10 to 15 cents, at least in ballpark terms, as to
                    the pieces? In other words, how much of it's currency
                    versus, you know, construction? Just give us some
                    flavor of it.

J. APUZZO:          The currency impact is about 3 cents, and the remainder
                    is about equally split.

J. MCGINTY:         Between?

J. APUZZO:          Between the two segments that have been discussed here.

J. MCGINTY:         The mining and...

J. APUZZO:          Yes.  Just, you know, round numbers.

J. MCGINTY:         But, Ron actually didn't discuss lifting.

R. DEFEO:           No. We were trying not to discuss lifting and earthmoving
                    anymore. We're trying to focus on the product areas we
                    have, John.

J. APUZZO:          I mean the two product areas, I should say.

J. MCGINTY:         Which were mining and?

R. DEFEO:           And North American construction business.

J. MCGINTY          North American construction. Okay. I'm sorry, I was
                    just trying to make sure I understood that. So, 3
                    cents, and then the other. So, in other words, lifting,
                    even though we're not talking about it anymore, in
                    Europe, other than currency, were not issues in the

J. APUZZO:          Right.

J. MCGINTY:         Okay. And, then, again, a clarification. Back on the
                    several big orders for Unit Rig that are out there, not
                    all of which you'll land, you talked about, clearly,
                    success rate and so on. But, at least, are all of those
                    Unit Rig orders that are kind of on the board, kind of
                    hope we get this sort of thing, and probabilistically,
                    is that all coal, or is there some other minerals in

E. VEREBELYI:       That's a variety of products. We have everything from
                    diamond mines, to copper, to iron ore, to coal, in that

J. MCGINTY:         What percentage, in ballpark terms, would be coal? Half?
                    Of the stuff that's out that's pending.

E. VEREBELYI:       Probably even a little more than that - maybe 60 percent.
                    If you, I'm just pulling that off the top of my head,
                    without any real analysis. But, that's probably a
                    reasonable estimate.

J. MCGINTY:         Okay. A couple questions about CMI. Just one clarification.
                    Is CMI, I'm sorry, is Cedarapids all distributors, so
                    in essence, you can put whatever CMI products you want
                    into those distributors, and continue to sell the rest
                    direct, without any kind of conflict. I mean, you don't
                    have parallel distribution systems.

R. DEFEO:           Well, we don't have parallel distribution systems. That's,
                    I mean, I guess you're right in your commentary about
                    where we stand today. CMI is principally a direct, but
                    not exclusively, they do sell some products through
                    distributors. And, Cedarapids is principally a
                    distribution-oriented company. There's some
                    compatibility of products. There's some duplication of
                    products. But, more than anything, there's some real
                    new products that can be added to both enterprises.

J. MCGINTY:         Right.

R. DEFEO:           Our first priority will be operating performance, making
                    it, making it efficient efficiently, improving the
                    factory in Oklahoma City, which is 75 percent of the
                    revenue comes out of Oklahoma City. That's our first
                    priority. And, an equal priority with CMI will be to
                    solidify the relationships we have with the direct
                    customers, which we strongly value, that CMI has
                    developed over the years. So, we want to make sure
                    those customers that have relied upon CMI for their
                    products and their services and their support, feel
                    that they're going to get great treatment from Terex.
                    Down the road, I'm sure there are opportunities to
                    complement both the Cedarapids product, as well as the
                    CMI product, from a variety of places. I think CMI has
                    a terrific asphalt plant. I think there's a new product
                    that they're bringing in from Brazil, with a small
                    acquisition they made in Brazil, that could be sold in
                    the United States. So, I think there's a lot of
                    opportunities, John.

J. MCGINTY:         Okay. And, can I just make sure I understand the numbers?
                    The fourth quarter dilution of 5 cents, is that an
                    ongoing number? In other words, because the offset, if
                    you get $20 million of savings, if you get 70 percent
                    of the $20 million of savings at a 30 percent tax rate,
                    that adds 30 cents next year, with 20 cents, if it's 5
                    cents a quarter, 5 cents a quarter of dilution, I mean,
                    that adds 15 cents a share, 15, 20 cents a share, just
                    from the cost savings. But, then, the question I have
                    is if that's right; and, then the question I have is
                    what kind of synergies would you get on top of that? In
                    other words, if we were trying to do our model, to look
                    at the impact of CMI, we get the cost savings minus the
                    5 cents a quarter of dilution you talked about. Should
                    we also factor in some synergies in 02, or should we
                    wait for 03 for that?

R. DEFEO:           I think it'll be accretive in 02, for sure.

J. MCGINTY:         It's accretive, just on the cost savings.

R. DEFEO:           Well, no. Cost savings will be a driver of it, but we
                    expect the net of everything to be additive to
                    earnings. It's probably in the 10 to 15 cent range.

J. MCGINTY:         Okay.  Very good.  Thanks very much.

OPERATOR:           We have a question now from Tom Klamka from Credit
                    Suisse First Boston.

T. KLAMKA:          Good morning.

R. DEFEO:           Good morning, Tom.

T. KLAMKA:          On CMI, if you look back in 2000, it looks like they were
                    basically break even. First quarter was right around
                    break even. And, given what you paid for it all in, in
                    using your $20 million number, I guess I don't get the
                    credit enhancing. On a debt basis, it still looks like
                    it's, you know, high threes kind of leverage. Can you
                    talk a little bit more about, I guess, first of all,
                    what have been the problems that CMI, especially on the
                    revenue side. And, then, when you get to talk about $20
                    million of cost savings, how do you go about getting

R. DEFEO:           Okay. Several questions, Tom, built in. Let me see if
                    I can break them down. First, we expect the ongoing
                    performance of CMI to be in the range of $15 million of
                    EBITDA, okay, today, as it exists, given our due
                    diligence, and given our dissection of the year 2000
                    performance, and separating what were somewhat in the
                    range of $11.9 million nonrecurring charges in the year
                    2000, and having a full due diligence review of
                    everything. This is a company that had unnecessary
                    consulting charges and a whole bunch of excess costs in
                    the year 2000. So, if you start form the basis that we
                    think this business will do about $15 million of

T. KLAMKA:          And that's, I'm sorry, Ron, and that's even with a
                    break even first quarter? I guess when you cut through
                    the numbers, you think their run rate today is $15

R. DEFEO:           Yes.

T. KLAMKA:          Okay.

R. DEFEO:           We think their operating at about $15 million of EBITDA
                    right now, okay. Now, their expectations would probably
                    be closer to $25 million of EBITDA for this year, but
                    we're not really commenting on their expectations.
                    We've taken a pretty hard look at it, and feel that
                    they're at about the $15 million level. If you add, of
                    course, the $20 million of savings, that gives you a
                    $35 million EBITDA level. So, call it $30 to 35
                    million. I think you can now see that what we mean when
                    we say we feel this thing will be credit enhancing.

                    Now, you asked the question, well what are the issues
                    at CMI and/or what are the opportunities? Again, the
                    company has good gross margins, generally speaking,
                    that have ranged from, you know, 20 percent to 25
                    percent over the course of the past several years. So,
                    they sell at decent prices. They have high SG&A levels,
                    somewhere around 20 percent, at least relative to
                    Terex. Some of those costs are public company costs,
                    and those public company costs, of course, will come
                    out right away. They're in the range of, probably, $3
                    to $5 million, just public, excess public company
                    costs, and the way they've run their company. So, as we
                    look at the enterprise, you know, what we're going to
                    focus on is making the factory work more efficiently.
                    And, I think that's something that our company knows
                    how to do.

                    Because of the nature of CMI, which is the fact that it
                    has been a very specialized selling company, a company
                    that's sold a lot of products direct, we think there's
                    some improvements in lean manufacturing that they've
                    started that we can build upon and get some of those
                    savings right away. Also, component costs. They're
                    obviously buying things. And, you know, a $200 million
                    company, $225 million company, doesn't have the buying
                    power that a $2 billion company does. So, we feel we'll
                    buy things for less.

T. KLAMKA:          But the issue appears to be, not at the gross margin,
                    on the manufacturing side, it's more SG&A, correct? I
                    mean, if they're doing 19 percent gross margins. I
                    mean, is the SG&A at that level because of their method
                    of selling?

R. DEFEO:           Well, it's partially at that level because of their
                    method of selling. It's also, partially, in our view,
                    higher than it should be. Okay? So, we think we can
                    lower that pretty significantly, without impacting the
                    level of service and the sales support they have in the

T. KLAMKA:          Could you talk quickly about the top line? Q1 looks like
                    it got whacked pretty good. What's the revenue outlook
                    for these guys?

R. DEFEO:           I think their revenue outlook is probably in the range
                    of $200 million or $215 million, somewhere in that
                    range, $200 to $215.

T. KLAMKA:          Okay. And, then, as far as this debt being assumed, I
                    guess it's mainly bank debt. What's actually going to
                    happen there? Is that going to be refinanced on your
                    lines? Is it going to be, is it going to stay at CMI,
                    with existing lenders? What happens there?

R. DEFEO:           I think it'll probably be refinanced under our lines.

T. KLAMKA:          Okay.  Great.  Thank you.

R. DEFEO:           Okay, Tom.

OPERATOR:           Our next question is from Todd Hinrichs from ABN AMRO.

T. HINRICHS:        Thank you. One of my questions has been answered, but,
                    first of all, by what quarter do you expect to become,
                    the CMI acquisition to become accretive, next year.

R. DEFEO:           First quarter of 2002.

T. HINRICHS:        So, it's a pretty aggressive, you only have one quarter of
                    dilution, then, well, maybe one and a half.

R. DEFEO:           Yes. I mean, we'll close probably by, in September some
                    time. Some time in September is our view. No, we plan
                    to get at the issues right away.

T. HINRICHS:        Great.

R. DEFEO:           As we have in the past, I might add.

T. HINRICHS:        Okay. Great. Where, now the $20 million of savings that
                    you're talking about, where is that coming from? I know
                    you've mentioned a few things, but if you could kind of
                    break that up, and I apologize, I had to get in, I had
                    to leave the call for a moment. I doubt that you've
                    touched on it.

R. DEFEO:           That's okay. No, I haven't. But, 70 percent, we said
                    would come in the year 2002. Okay, which is $14
                    million, approximately. I indicated that we think
                    there's $3 to $5 million of excess public company costs
                    within the company. Obviously, those happen right away.
                    And, we think there's some manufacturing efficiency
                    savings that'll happen pretty quickly, which we think,
                    after about 100 days, because we implement our 100 day
                    plan, we believe we can realize those savings following
                    the 100 day plan and thereafter you have some
                    efficiencies in SG&A which will accrue to the company.

T. HINRICHS:        Then, also listening to some of the comments, essentially
                    what are we coming to, maybe a $30 to $35 million run
                    rate in EBITDA for this company that, for CMI, that
                    might occur by next year. Is that correct?

R. DEFEO:           Yes. By the end of, we think we'll be at that rate by the
                    latter part of 2002.

T. HINRICHS:        So, essentially, you, with everything all told, you're
                    buying this company for about 4.3 times EBITDA.

R. DEFEO:           Yes. The way I think about it is, I want to make sure,
                    when I buy a company I can do it for less than five

T. HINRICHS:        Great.  Okay.  That's all I have.

OPERATOR:           Our next question comes from Mike Kender from Salomon Smith

R. DEFEO:           Hello Mike.

M. KENDER:          Yes. Hi. Just a couple questions. One is, in terms of the
                    cost savings, the $20 million, what are you going to
                    have to do in terms of CAPEX to realize those rather up
                    front costs?

R. DEFEO:           No significant CAPEX, and they'll be some redundancy costs,
                    where some jobs may be eliminated, but I don't think
                    that'll be material.

M. KENDER:          Okay. And, just following on to Tom's question with the
                    debt assumption, would you, are you just going to pay
                    that down with the cash in the balance sheet, or should
                    we expect the cash to stay as is?

R. DEFEO:           Joe.

J. APUZZO:          I think we'll, right now the plan is to pay it off with
                    the cash on the balance sheet. But, we'll assess the
                    various options as we go forward and what alternative
                    uses we may have in mind for our capital.

M. KENDER:          And, then, the last question I had was you threw out the
                    2000 for the second quarter guidance in EPS terms. Joe,
                    can you give us an official EBITDA translation for

J. APUZZO:          That translates into EBITDA of low 200s basically,

R. DEFEO:           For the year.

J. APUZZO:          Yes.  For the year.

M. KENDER:          Great.  Thank you very much.

OPERATOR:           We now have a question from Chuck Laporta from Standard
                    Asset Management.

C. LAPORTA:         Hi. I just want to touch back on the second half again,
                    particularly the mining business. If you guys are, you
                    know, depending on a bounce in the mining business. I'm
                    trying to cut it a different way. If you could, could
                    you tell us what that aggregate dollar amount of the
                    jobs you have out for bid that could possibly hit the
                    second half, of the jobs that you have bid on that
                    could hit in the second half?

R. DEFEO:           Chuck, that's a hard question to ask, because, to answer,
                    rather, easy to ask, hard to answer, because, the
                    number is hard to be meaningful. Because sometimes, you
                    know, they're $40 or $50 million that, some of which
                    may be for part of this year, some of which may be for
                    part of next year.

J. APUZZO:          And, the answer can be very misleading, so I would hate
                    to have a number that people just remember. But, it's a
                    substantial amount of business, Ernie. Would you agree?

E. VEREBELYI:       Yes.

C. LAPORTA:         Thank you.

R. DEFEO:           Okay. Sorry to be so elusive, but I, you know, it's a lot
                    of business.

E. VEREBELYI:       I guess, just a short comment to that one. One of the
                    reasons that that's difficult, even during the tender
                    period, the volumes on the requirements will change.
                    Certain people will come to that point and then decide
                    not to proceed. Others will come on and move very
                    quickly based on their board's approving expenditures,
                    or in the case of coal, for example, deciding that the
                    price points are such, that they want to up their
                    production rates. Those are all in play constantly.
                    But, as we look at a point in time, we have sufficient
                    activities and volumes that, based on historical hit
                    rates, will get us to those kind of numbers

C. LAPORTA:         Well, let me ask you this. After you've been awarded a
                    job, how quickly can you turn that into revenue?

R. DEFEO:           Within 60 to 90 days.

J. APUZZO:          60 to 90 days is quite typical, assuming the customer
                    wants it in that timeframe, for our response. We
                    actually start recognizing revenues and the profit.

R. DEFEO:           One other thing I would say, just as an example of this
                    environment we're in. There was a fairly large order we
                    were bidding on, coal related, and it was actually a
                    remarkably large number. And, the company that owned
                    the coalmine, given the fact that coal prices went up
                    so rapidly, instead of ordering equipment, decided to
                    sell the coal mine. It's a true story. And, then, we
                    expect down the road, they'll need equipment again,
                    but, you know, sometimes good news can get too good.

OPERATOR:           We now have a question from Jeff Goldman from First

J. GOLDMAN:         Thank you. Good morning. One question remaining for you.
                    Regarding the downward adjustment, contingent on CMI's
                    debt level, can you quantify that further?

J. APUZZO:          I'm sorry that's hard to understand.

J. GOLDMAN:         Well, are there parameters for adjustment given different
                    levels of CMI debt, i.e., between 90 and 100 million,
                    we would only receive .14 shares?

R. DEFEO:           Okay, yes, we'll answer that question.

B. HENRY:           That's right. Approximately, 50 cents of every dollar
                    of debt will come off of the equity value going to the
                    CMI shareholders.

J. GOLDMAN:         Okay. Great. So, I can just do the math on that. Thank
                    you very much gentlemen.

R. DEFEO:           Okay.

OPERATOR:           And now our next question is from Randy Saluck from
                    Tyndall Management.

R. SALUCK:          Hi.  How are you?

R. DEFEO:           All right Randy.

R. SALUCK:          I just wanted to ask about the significance of the
                    Canadian oil sands for your mining business, if you're
                    participating in that development with your trucks or
                    your shovels, and what you can expect in the future.

R. DEFEO:           Ernie will answer that.

E. VEREBELYI:       Well the answer is, yes we are. We have four of our large
                    RH400 type of hydraulic shovels in place. They've been
                    operating up there for several years. We have some
                    dialogue going with them on the truck side of the
                    business. And, in fact, I don't anticipate impact for
                    this year, but we are in some early discussions about
                    perhaps some additional product for 2002 and 2003. So,
                    that business is going well for them and, in turn,
                    they're very satisfied with our support and the
                    product's performance up in that environment.

OPERATOR:           We now have a question from David Raso from Salomon
                    Smith Barney.

D. RASO:            Just a quick follow up. On the mining, the orders that
                    maybe are going to come through in the second quarter,
                    that you hope maybe will come through in the second
                    half, the truck themselves, is it the MT5500s, the
                    4400s, can you give us a feel for the size of the
                    trucks that you're talking about, or is it completely
                    broad-based? And, also, a quick update on Fermac, how
                    that's going and do we have a Fermac product coming
                    into the States now, and at what kind of flow rate?

J. APUZZO:          The bulk of those orders are really in the MT4400 size,
                    which is a workhorse in the industry, and probably from
                    a value and use standpoint, the best performer out
                    there. There is some interest in the larger truck,
                    which is, you know, in early stages of development.
                    But, very few, actually, very few numbers at this
                    point, as it's being qualified. And, there is also a
                    lot of interest in the 3300, the new AC 150 ton
                    product, we're seeing interest, not only in the mining
                    segment, but the quarrying segment. And, we have a
                    number of tenders out on that. So, those are, I guess,
                    the MT4400 and the new 150 ton AC drive are the primary
                    areas where we have interest in tenders pending.

R. DEFEO:           And expectations. And, with regard to Fermac, we're not
                    banking on a lot of U.S. based loader backhoe business
                    this year. We think that's a longer-term opportunity
                    for us. We are seeing Fermac contribute positively to
                    both revenue and profits already. And, you know, we
                    expect that situation to only improve.

D. RASO:            Thank you.

R. DEFEO:           Okay, David.

OPERATOR:           Our question is from John McGinty from First Boston.

J. MCGINTY:         Yes. Ron, let me just come back to a little bit of a
                    broader question, here, which is if you look at Terex
                    overall, if you look at the lifting business, they are
                    very few businesses, maybe an all-terrain truck or
                    something like that that you don't have to really
                    complete the business. But, if you look at mining, it's
                    pretty straightforward. You've got, maybe,
                    three-quarters of a mining business with an obvious
                    hole, which you could or couldn't fill. When we get
                    into the road building aggregates quarrying business,
                    now you've got Powerscreen, you've got Cedarapids,
                    you've got CMI. Could you give us some kind of a sense
                    in your mind as to, are you half way done building a
                    business, three-quarters done, a quarter of the way? I
                    mean, as you look at that business out there, are there
                    major pieces that fit, that you get the synergies, that
                    you get the savings, as you look at the business, where
                    does that kind of fit in your sense of that business?

R. DEFEO:           Sure. In the road building infrastructure business, I
                    think we're probably three-quarters of the way to where
                    we would like to be in terms of full product line. I
                    think CMI really brings with it a history of innovation
                    and a history of some unique products, which will make
                    a big difference for us. But, we still don't have a
                    compaction brand, for example, other than our Benford
                    product line, which has a good market share in the
                    United Kingdom, but not that good a market share
                    everywhere else. And, I'm sure there are some other
                    compatible products that could be added. But, frankly,
                    though, if you looked at, I don't care who you look at,
                    Caterpillar, Komatsu, Volvo, Astec, I think our product
                    line is broader and more capable of lowering the cost
                    of a road paver than anybody else's product line. And,
                    we just are in the process and will put them all

J. MCGINTY:         Now, more on the quarrying side? Crushers, screeners,
                    that kind of stuff.

R. DEFEO:           I think we're getting there on that product, on those
                    product lines as well.

E. VEREBELYI:       I think we're pretty well positioned there. We've got,
                    we're in the bulk of the requirements. The acquisition
                    of Jaques gave us some additional capabilities on the
                    larger end. I would say we still, maybe, would look at
                    something in the large cone crushing product category.
                    But, by and large, we're in pretty good shape there as

J. MCGINTY:         Okay. Thanks very much.

R. DEFEO:           Let's take a couple more questions operator.

OPERATOR:           Yes, sir. All right, I have two more sir. We have Dennis
                    Dowden from Muzinich & Company.

D. DOWDEN:          Hi guys. I just wanted to make sure I got a clear
                    picture of your liquidity right now. What are your cash
                    balances at this point?

J. APUZZO:          We're not going to comment on cash balances at an interim
                    point in time. We'll get more specific numbers when we
                    announce the quarter. It's not, I don't think, the
                    purpose of this call. I think we've indicated we've
                    gone through some working capital increases here. And,
                    we'll see negative cash flow from operations in the
                    second quarter. We expect to see that reversed in the
                    third quarter, and the fourth quarter, or second half
                    of the year, and, consistent with the underlying
                    performance of the business.

R. DEFEO:           And, we have very significant liquidity, anyway.

D. DOWDEN:          All right. You had nothing drawn on the credit agreement,

E. VEREBELYI:       No.

D. DOWDEN:          Okay. Speaking of the credit agreement, should you need
                    to draw down any money from the credit agreement, with,
                    you know, the business and the outlook for the
                    business, are there any covenants in the credit
                    agreement that you're getting kind of tight on, even
                    though there's nothing drawn down on it?

E. VEREBELYI:       No.

R. DEFEO:           No.

D. DOWDEN:          Okay.  Thank you.

OPERATOR:           And our last question comes from Todd Hinrichs from
                    ABN AMRO.

T. HINRICHS:        Thank you. Early in the call, you mentioned that about 60
                    percent of your mining revenue is coming from coal.
                    And, obviously the coal market is doing really, really,
                    really well, while the rest of the, maybe, the metals
                    markets are doing very, very poorly. On a typical year,
                    if there is such a thing, going back in time, how much
                    of your mining related revenue would be related to coal
                    versus how much would be related to metals and other or

E. VEREBELYI:       I don't know if you can average that. Because, if you go
                    back a couple of years with coal, it was probably
                    closer to zero, whereas this year, it's going to be
                    more than maybe half. It varies as those commodity
                    price points change. But, maybe 30 percent or 40
                    percent, if you wanted to try to average it over a
                    longer timeline. I think one of the things you see is
                    the volatility of those commodities at different points
                    in time. Coal, petroleum based products out of the tar
                    sands, coal, copper.

R. DEFEO:           They impact equipment.

E. VEREBELYI:       And those impact the individual mining areas that we
                    serve. I guess if I was able to predict that, I'd be in
                    a different business.

T. HINRICHS:        Great.  Thanks.

R. DEFEO:           Well, I want to thank everybody for their interest in
                    Terex, and we look forward to giving you the next
                    update on our second quarter report.

OPERATOR:           And that concludes today's conference call. All
                    participants, you may now disconnect.


     Terex Corporation ("Terex") intends to file a registration statement
with the SEC on Form S-4 in connection with the merger of Terex and CMI
Corporation ("CMI") and Terex and CMI expect to mail a proxy
statement/prospectus to CMI's shareholders containing information about the
merger. Investors and security holders are urged to read the registration
statement and the proxy statement/prospectus carefully when they are

     The registration statement and the proxy statement/prospectus will
contain important information about Terex, CMI, the merger, and related
matters. Investors and security holders will be able to obtain free copies
of these documents, when available, through the web site maintained by the
SEC at In addition to the registration statement and
the proxy statement/prospectus, Terex and CMI file annual, quarterly, and
special reports, proxy statements, and other information with the SEC. You
may read and copy any reports, statements, and other information filed by
Terex and CMI at the SEC public reference rooms at 450 Fifth Street, NW,
Washington, D.C. 20549 or at the SEC's other public reference rooms in New
York, New York and Chicago, Illinois. Please call the SEC at 800-SEC-0330
for further information on public reference rooms. Terex's and CMI's
filings with the SEC are also available to the public from commercial
document-retrieval services and the web site maintained by the SEC at

     Information regarding the identity of the persons who may, under SEC
rules, be deemed to be participants in the solicitation of shareholders of
CMI in connection with the merger, and their interests in the solicitation,
will be set forth in the proxy statement/prospectus.

     The above contains forward-looking information based on Terex's
current expectations. Because forward-looking statements involve risks and
uncertainties, actual results could differ materially. Such risks and
uncertainties, many of which are beyond Terex's control, include, among
others, the sensitivity of construction and mining activity to interest
rates, government spending, downward economic cycles and general economic
conditions; the success of the integration of acquired businesses; the
retention of key management; foreign currency fluctuations; pricing,
product initiatives, and other actions taken by competitors; the ability of
suppliers to timely provide parts and components on a cost competitive
basis, and the ability of Terex to timely manufacture and deliver cost
competitive products to customers; the effect of changes in laws and
regulations, including environmental laws and regulations; the continuing
use of net operating loss carryovers; the effect of debt and restrictive
covenants; and other factors, risks and uncertainties more specifically set
forth in Terex's public filings with the SEC. The forward-looking
statements herein speak only as of the date of this filing. Terex
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement included in this
filing to reflect any changes in Terex's expectations with regard thereto
or any changes in events, conditions, or circumstances on which any such
statement is based.