<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

           (x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT of 1934

                  For the fiscal year ended December 31, 1999

                                       OR

         (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number:  1-5951

                                CMI CORPORATION
            (Exact name of registrant as specified in its charter)

                 Oklahoma                                   73-0519810
       (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

         I-40 & Morgan Road
            P.O. Box 1985
          Oklahoma City, OK                                     73101
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code (405) 787-6020

          Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange
    Title of Each Class                                  on Which Registered
    -------------------                                  -------------------

 Voting Class A Common Stock Par Value $.10        New York Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

     Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   x     No
                                               -----      -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

     The aggregate market value of the Voting Class A Common Stock (Class A
Common Stock) and the Voting Common Stock (Common Stock) held by non-affiliates
of the registrant on April 7, 2000 was $51,297,524.

     The number of shares of the registrant outstanding on April 7, 2000 was
21,690,886 shares of Class A Common Stock and 602 shares of Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

                    Documents                                Form 10-K Reference
                    ---------                                -------------------

Proxy Statement for the 2000 Annual Meeting of Shareholders        Part III
<PAGE>

                                CMI CORPORATION
                                   FORM 10-K

                               December 31, 1999

                               TABLE OF CONTENTS

          PART I                                                           PAGE

Item 1.          Business................................................     3

Item 2.          Properties..............................................     9

Item 3.          Legal Proceedings.......................................    10

Item 4.          Submission of Matters to a Vote of Security Holders.....    11

          PART II

Item 5.          Market for the Registrant's Common Stock and
                 Related Shareholder Matters.............................    11

Item 6.          Selected Financial Data.................................    12

Item 7.          Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.....................    13

Item 7A.         Quantitative and Qualitative Disclosures About
                 Market Risk.............................................    18

Item 8.          Financial Statements and Supplementary Data.............    20

Item 9.          Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure.....................    44

          PART III

Items 10.-13     All Items are Incorporated by Reference to the Company's
                 Proxy Statement for the 2000 Annual Meeting of
                 Shareholders............................................    44

          PART IV

Item 14.         Exhibits, Consolidated Financial Statement Schedules,
                 and Reports on Form 8-K.................................    44

          SIGNATURES.....................................................    46
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

                                     PART I
Item 1.  Business
         --------

(a)  General Development of Business
     -------------------------------

Unless the context requires otherwise, as used herein, the term "Company" and
"CMI" means CMI Corporation and its consolidated subsidiaries.  Information
regarding 1999 business developments is located in Item 1(c).

(b)  Financial Information About Operating Segments
     ----------------------------------------------

The Company primarily operates in the road and heavy construction industry and
information regarding this and other products is located in Item 1(c). The
Company's operating segments are defined by operating locations. See note 12 of
the Notes to Consolidated Financial Statements (Item 8).

(c)  Narrative Description of Business
     ---------------------------------

CMI was organized in 1926.  Since 1964, the Company has manufactured and
marketed a wide variety of equipment for the road building and heavy
construction industry.  These products are divided into two primary categories:
mobile equipment and materials processing equipment.  Regarding mobile
equipment, the Company is an industry leader in the design and manufacture of
automated machines for the construction and maintenance of highways, city
streets, airport runways, county roads, bridges, and parking lots. The Company's
mobile equipment includes concrete pavers; machines for concrete placing and
spreading, finishing, texturing, and curing; pavement profiling machines;
pavement reclaimers; automated fine grading, materials spreading and placing
equipment; soil stabilizers and soil compacting machines; trailers used by the
construction and mining industries; industrial scales; and bridge and canal
paving equipment. The Company's materials processing equipment includes a wide
variety of paving material production plants for the manufacture of both hot mix
asphalt and concrete pavements.  The Company also makes plants that recycle old
pavements and thermal systems for remediating contaminated soils and sanitizing
medical waste. Waste industry products included in materials processing
equipment include municipal landfill compactors and industrial and green waste
grinding machines. The Company has won market recognition by producing products
emphasizing recycling and energy conservation.

During 1999, the Company completed the Swisher Training Center, a 17,500 square
foot ultra-modern facility to be used for customer training.  The number one
problem identified in surveys of our customer base has been the lack of
qualified, trained machinery operators and mechanics for them to hire.  The
Swisher Training Center provides hands-on training in the operation and
maintenance of all equipment manufactured by the Company.


                                       3
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Also during 1999, the Company opened a prototype regional aftermarket center in
Oklahoma City.  The 87,000 square foot facility combines the Company's parts,
machine rebuild and used equipment sales under a single operation.  Using the
Oklahoma City facility as a model, the Company plans to open similar facilities
to serve key market geographic areas.

During the fourth quarter of 1999, the Company expanded its product offerings
with the acquisition of Drion Constructie B. V. B. A., Ogplabbeek, Belgium, a
manufacturer of a high-tech line of midrange concrete slipform pavers.  These
newly designed pavers feature patented technology that permits fast adjustment
to paving width, reducing the field requirement for such changes from hours, to
just minutes.  This capability brings significant cost savings and is of
greatest importance on smaller paving jobs like city streets, highway lane and
ramp additions and parking lots.  These are market areas where heretofore CMI
has not played a leadership role.  The Company is currently building these new
pavers in Europe.  During 2000 the Company will also begin manufacturing the
Drion pavers in the United States.

Also during the fourth quarter 1999 the Company announced an agreement to
acquire the R. M. Barton Co., Inc. of Oklahoma City, Oklahoma.  The Barton
acquisition was completed during the first quarter of 2000.  Barton brings to
CMI, a line of small utility sized pavement profilers and pavement and base
reclaiming machines.  The Barton machines are targeted to government and support
equipment markets that have not been served by CMI in recent years.  Barton also
brings an important parts business to CMI specializing in equipping profiling
and reclaiming contractors with replacement drums.  Barton replacement drums fit
well with the Company's goal to build a stronger aftermarket business.

Additional information regarding the Company's operating segments, including the
products produced by its segments, is contained in note 12 of the Notes to
Consolidated Financial Statements (Item 8).

The largest single impactor of Company business is the United States national
highway construction program, which is funded in multiyear blocks.  The current
program, TEA-21 (Transportation Equity Act for the 21/st/ Century) began October
1, 1998 and extends through September 30, 2003.  TEA-21 provides $175 billion,
of its total $217 billion funding, for highway construction and rehabilitation
for the five-year period, an increase of 43 percent over the previous six-year
program.  A significant addition to the current program sets mandatory funding
levels and guarantees all additional revenues of the Federal Highway Trust Fund.
Regardless of this possible additional funding, the mandatory funding levels are
having a strong, favorable impact upon our customers, who now can plan and
prepare for an extended period of market expansion. Provisions of TEA-21 favor
the recycling of worn pavement materials. The Company has been a leader in
providing equipment for pavement recycling.


                                       4
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Principal product information is as follows:

  Hot Mix Asphalt Production Systems
  ----------------------------------

  The Company manufactures and markets, primarily in North America, a wide
  variety of portable and stationary hot mix asphalt production and recycling
  plants including batch plants and parallel and counter-flow continuous mix
  drum plants.

  The Company's most popular plants are marketed under the trade name "TRIPLE-
  DRUM." Production tests show that this plant has superior heat transfer
  performance compared to other counter-flow plant designs, especially for
  recycle operations. The ease with which TRIPLE-DRUMs are passing tough exhaust
  emissions standards with high production rates, even under adverse production
  conditions, has been noticed by the industry and is resulting in stronger
  sales.

  The Company manufactures the entire plant system including components for
  aggregate feeding, liquid asphalt cement and additive metering, material
  mixing and heating, finished material storage and truck loading, exhaust
  cleaning and computerized control packages for operating the complete system.

  Concrete Plants
  ---------------

  The Company's concrete batching plants are manufactured and marketed by CMI
  Johnson/Ross, with plants in Champaign, Illinois and Brownwood, Texas. The
  Company offers the industry's largest range of ready-mix and central-mix
  plants. The Company is the world leader in providing large mass pour plants
  for dams, power plants, and other giant concrete facilities.

  Concrete Paving Systems
  -----------------------

  The Company introduced the industry's first automated grading and concrete
  paving machines in the 1960's. Today, the Company manufactures and markets
  worldwide a complete line of automated street and highway class concrete
  slipform paving and paving train support machines. The popularity of these
  machines relates directly to job site performance, which often has resulted in
  contractors earning performance bonuses for pavement smoothness as recorded by
  profileograph measuring.

  The Company's highway class pavers incorporate machine improvements into the
  basic machine design, making features like computerized crowning and automatic
  placement of dowel bars less costly to add. The Company also manufactures and
  markets a line of curb and gutter pavers and smaller slipform pavers for
  residential, parking lot and building site paving requirements.


                                       5
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================


Pavement Profiling Equipment
----------------------------

The Company introduced the industry's first dedicated pavement milling machine
in 1976.  Since that time, the Company's line of "ROTO-MILL"  Pavement Profilers
has set the standards  for the  fast developing pavement restoration and
recycling market.  The Company offers a wide range of models from small utility
machines to the PR-1200, the world's largest pavement profiling machine.
Current models include the PR-500C  and PR-525-7 half lane width models; the PR-
800-7/12, half to full lane width models; the PR-1050 and PR-1200, full lane
width machines; and new utility rubber tire models from Barton.  Several mid-
size and larger ROTO-MILL models have been configured for surface mining.  The
Company is gauging customer acceptance of these units and plans to further
refine models for mining use and take appropriate marketing steps to build
product awareness and sales.

Reclaiming/Stabilizing Equipment
--------------------------------

The Company's popular road reclamation and soil stabilization machines,
beginning with the RS-500 introduced in 1991, have had excellent market
acceptance.  Now marketed under the trade name ROTO-MIXER the productivity and
versatility of these machines have created new work classifications for
recycling pavements; and have dramatically increased the productivity of
traditional stabilization and recycling methods.  Current models include the RS-
425, RS-450, RS-500B, RS-650, and RS-800.  New utility sized models from Barton
are also being added to the reclaimer/stabilizer line.

Weighing Equipment
------------------

The Company manufactures and distributes a broad line of electronic scales for
construction, transportation, material processing, mining, energy, agricultural,
and industrial applications.  These systems permit direct linkage to data
processing equipment to speed material processing, record keeping, and billing.
The Company also markets high technology automatic computer controls for
continuous material blending, weighing, record keeping, inventory tracking,
invoicing, and report writing.  These control systems are marketed with the
Company's hot mix asphalt production plants and soil remediation systems.

Waste, Construction and Demolition Equipment
--------------------------------------------

The Company's TRASHMASTER landfill compactors enjoy strong market acceptance.
Their unique design offers full width compaction resulting in 10% to 15% greater
landfill densities over conventional waste compactors.  The Company also offers
three green-waste and heavy materials grinding models that are sold to the
timber, landscaping, construction, demolition and waste recycling industries.
The Company's grinders have patented features that provide excellent
productivity and minimal downtime.

                                       6
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

  Load King Division
  ------------------

  Load King, headquartered in Elk Point, South Dakota, manufactures a broad line
  of heavy-duty trailers for equipment and material hauling. Bottom discharge
  material trailers and a family of redesigned rock hauler trailers have been
  added to the broad line of folding gooseneck and lightweight detachable
  gooseneck trailers engineered to meet individual state weight distribution
  requirements. Load King also responds to customer requirements for custom
  heavy-haul trailers.

  Bid-Well Division
  -----------------

  Bid-Well, headquartered in Canton, South Dakota, is an industry leader in the
  development and manufacture of a wide variety of specialized lightweight
  grading and concrete paving and finishing machines for construction markets.
  This equipment includes bridge deck pavers and concrete overlay machines,
  building floor pavers and finishers, and specialized graders, pavers, and
  finishers for slope and canal paving.

  Remediation Equipment
  ---------------------

  Soil remediation is a process whereby non-hazardous contaminates like oil, jet
  fuel, and other hydrocarbon-based pollutants are removed from the soil in a
  thermal process. Soil remediation systems use similar equipment and processes
  as the Company's asphalt production systems.

  The Company has engineered and is marketing remediation systems with
  production ranges from 80 to 160 tons per hour. The Company's systems have
  been used at military and industrial sites, where they have set new production
  records, doubling the tons per hour produced on any previous jobs of similar
  nature.

Marketing and Distribution.  The Company's construction equipment is sold
--------------------------
directly to end users and through independent dealers.  The Company's scale and
trailer products are sold through independent dealers.  All products are sold in
the United States and in foreign markets, except for weighing equipment and
products manufactured by the Load King Division which are sold primarily in the
United States.  During March 1999, the Company exhibited at ConExpo in Las
Vegas, Nevada.  The Company's display was the largest single display in the
show.  Attendance was excellent and the Company's products were well received.
ConExpo is held every three years and is sponsored by the Construction Industry
Manufacturers Association, of which the Company is an active member.  Backlog
for the Company's products was $77 million at December 31, 1999 compared to $68
million at December 31, 1998.


                                       7
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Sources and Availability of Raw Materials.  The principal component parts used
-----------------------------------------
in the Company's manufacturing of its road building and heavy construction
equipment that  are supplied by others include gas  and diesel engines,
hydraulic cylinders, tires, bearings, and raw steel.  The Company has  not
experienced  any  delays  in  deliveries of component  parts or received
inferior component parts that have adversely affected its business.  In
addition, the Company purchases many of these components from a variety of
outside suppliers and believes that alternate sources of supply exist for
substantially all items.

Importance of Patents.  The Company has obtained patent protection on certain
---------------------
components and features incorporated into its products, which patents expire on
various dates.  The Company's patents, together with licenses under patents
owned by others, are considered by the Company to be adequate for the conduct of
its business.

Seasonal Nature of the Business.  The Company's business is seasonal in nature
-------------------------------
and precedes the months in which highway and road construction and restoration
generally occur.  A large portion of the Company's orders for its products are
received in the months of November through July, with heavy shipments occurring
in the months of March through August.

Practices Relating to Working Capital.  Generally, the Company recognizes
-------------------------------------
revenue when sales transactions are completed, which is when products are
shipped or title has transferred to the customer.  The Company is contemplating
changing its business practices and contracts to allow percentage-of-completion
accounting with respect to recognizing revenue for its asphalt and large
concrete plants in the first half of 2000.  Sales generally require a down
payment or trade allowance and are due within normal trade terms.  The Company
also sells certain products under installment sales contracts. Inventories are
carried in proportion to customer requirements and fluctuate in relation to the
seasonal nature of the Company's business.

Dependence Upon a Single Customer or a Few Customers.  The Company is not
----------------------------------------------------
dependent on any single customer or group of customers.

Competitive Conditions.  The Company is one of the largest producers of road
----------------------
building and heavy construction equipment in the United States.  The Company has
won substantial market recognition in the pavement maintenance and construction
industry by producing products emphasizing recycling and energy conservation.
The Company also has received market recognition for the quality and
productivity of its equipment and believes improvements can be made in
aftermarket services (i.e. parts availability and services). Numerous companies
produce equipment with similar features and the construction equipment market
remains competitive.  Competition is based primarily on price, product quality,
financing, productivity, quality of construction, service, and availability of
replacement parts.


                                       8
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Company-Sponsored Engineering and Product Development Activities.  The Company
----------------------------------------------------------------
invests significant resources in the development, enhancement, refinement, and
production of new technologies for the road and heavy construction industry. The
Company patents new technologies relating to significant changes and development
of finished products. See discussion regarding current engineering and product
development activities under principal product information and also see
Management's Discussion and Analysis of Financial Conditions and Results of
Operations (Item 7).

Environmental Laws and Regulations.  The Company is subject to various
----------------------------------
environmental laws and regulations, none of which have a current or expected
future material financial impact on the Company.

Employees.  The Company had approximately 1,891 employees as of December 31,
----------
1999.

(d)  Financial Information About Geographic Areas
     --------------------------------------------

Information regarding revenues from external customers in different geographical
areas is as follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                  1999     1998     1997
                                                --------  -------  -------
<S>                                             <C>       <C>      <C>
   United States                                $197,482  177,402  132,865

   North and Central America, other than the
       United States                               6,300   15,322    8,043

   South America                                   2,082      962    6,764

   Asia                                            7,102    8,173    3,954

   Australia                                         149    1,740    1,453

   Europe                                          1,009    2,055      928

   Other regions                                     401       32        7
                                                --------  -------  -------

       Total net revenues                       $214,525  205,686  154,014
                                                ========  =======  =======
</TABLE>

Sales of Company products outside the United States are denominated in U.S.
dollars.  International sales are generally secured by letters of credit from
financial institutions to reduce credit risk. Additional information about the
Company's operating segments is incorporated by reference from note 12 of the
Notes to Consolidated Financial Statements (Item 8).

Item 2. Properties
        ----------

The Company has total plant, office, and warehouse areas of approximately
939,000 square feet, which are located in four states.


                                       9
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

The largest manufacturing plant (utilized by the Company's Oklahoma City
operating segment), including the corporate headquarters and training facility,
has approximately 635,000 square feet and is located in Oklahoma City, Oklahoma.
The Company's aftermarket division leases approximately 87,000 square feet of
warehouse and office space in Oklahoma City.  Other principal manufacturing
plants and offices owned by the Company, aggregating approximately 304,000
square feet, are located in South Dakota, Texas, and Iowa. The Company also
leases approximately 95,000 square feet of manufacturing and office space
located in Illinois.  These facilities are adequate for the current and expected
near future operations of the Company.

In addition, the Company owns 110 acres of land in Tennessee currently being
held for sale.

Item 3. Legal Proceedings
        -----------------

As previously disclosed, on November 22, 1995, a Chicago law firm, previously
engaged by the Company in connection with prior patent litigation, filed suit
against the Company.  In March 2000 this case was settled.  The effects of the
settlement are reflected in the Company's financial statements at December 31,
1999.

Since 1996, the Company has been involved in litigation in the U. S. District
Court for the Western District of Oklahoma with Cedarapids, Inc. The Company
sued Cedarapids seeking a declaratory judgement that a patent held by Cedarapids
is invalid or, in the alternative, that the Company was not infringing
Cedarapids' patent.  Cedarapids subsequently filed a counterclaim against the
Company and is seeking damages in excess of $43 million, alleging that the
Company's patented Triple Drum Mixer product design infringes on a patent held
by Cedarapids.  In January 1997, the District Court issued an order staying this
lawsuit pending the resolution of litigation between Cedarapids and Gencor,
Industries involving the same patent.  This stay was lifted in December 1997
upon settlement of patent and other non-related litigation between Cedarapids
and Gencor.  In July 1999, the court granted Cedarapids' motion for partial
summary judgement, and ruled that the Company's Triple Drum Mixer product design
literally infringes certain claims of the Cedarapids' patent.  The court's
judgement is limited to the issue of infringement and not the issue of validity.
The Company believes that Cedarapids' patent is invalid, and thus, that the
Triple Drum Mixer patent is valid.  The Company has, at the court's invitation,
filed a motion for summary judgement on the issue of validity.  The court has
not ruled on this motion.  In the opinion of counsel, Cedarapids' claims are
highly inflated, and may not be recoverable under various defenses.  The Company
anticipates this lawsuit going to trial in April 2000.


                                       10
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

In September 1998, Cedarapids filed a separate suit against the Company in the
U. S. District Court for the Northern District of Iowa alleging that the Company
has infringed upon a second patent held by Cedarapids.  Cedarapids is seeking
damages in excess of $10 million.  The Company intends to vigorously defend both
lawsuits involving Cedarapids.  No reserve has been established for these cases
as of December 31, 1999.

There are other claims and pending legal proceedings that generally involve
product liability and employment issues. These cases are, in the opinion of
management, ordinary matters incidental to the normal business conducted by the
Company. In the opinion of the Company's management after consultation with
outside legal counsel, the ultimate disposition of such other proceedings will
not have a material adverse effect on the Company's consolidated financial
position, liquidity or future results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

No matters were submitted to a vote by the security holders during the fourth
quarter of 1999.

                                    PART II

Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters
        ------------------------------------------------------------------------

Principal Market and Stock Prices:
----------------------------------

The Company's Class A Common Stock is traded on the New York Stock Exchange
under the symbol "CMI." The closing market price for the Company's Class A
Common Stock on April 7, 2000, was $4.44. The number of holders of record of the
Company's Class A Common Stock and Common Stock at March 31, 2000 was 1,434 and
32, respectively. The table below presents the high and low market prices for
the Company's Class A Common Stock for each three month period in 1999 and 1998.
The following information was obtained from the monthly market statistics report
prepared by the New York Stock Exchange.
<TABLE>
<CAPTION>

                                    1999                       1998
                         -------------------------  -------------------------
                          3/31  6/30   9/30  12/31   3/31   6/30  9/30  12/31
                         -----  ----  -----  -----  -----  -----  ----  -----
<S>                      <C>    <C>   <C>    <C>    <C>    <C>    <C>   <C>
Class A Common Stock:
     High                $7.88  9.69  12.38   8.69  $7.13  10.00  9.31   9.38
     Low                  6.25  6.63   6.56   6.25   4.56   6.25  5.75   5.31
</TABLE>

Dividend Information:
--------------------

From December 1996 until September 1999, the Company paid a quarterly dividend
of one cent per common share.  On November 9, 1999, the Company announced a 50%
increase in its 1999 fourth quarter cash dividend from 1 cent to 1.5 cents per
share.  This dividend was paid on December 1, 1999.  On November 9, 1999, the
Company also announced its intention to begin paying dividends on a semi-annual,
rather than quarterly, basis.

                                       11
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Recent Sales of Unregistered Securities:
----------------------------------------

On October 29, 1999, the Company issued 57,143 shares of Class A Common Stock to
Nelly Drion as part of the consideration paid for the capital stock of Drion
Constructie B. V. B. A.  This sale was exempt from registration under Section 4
(2) of the Securities Act of 1933, no public offering being involved.

See Management's Discussion and Analysis of Financial Condition and Results of
Operations (Item 7) and Notes to Consolidated Financial Statements (Item 8).

Item 6.  Selected Financial Data
         -----------------------

The following selected financial data should be read in conjunction with the
consolidated financial statements of the Company, including notes and
supplementary information appearing elsewhere herein.

Five-Year Selected Financial Data - (dollars in thousands, except per share
data)
<TABLE>
<CAPTION>

                                     1999     1998     1997     1996     1995
                                   --------  -------  -------  -------  -------
<S>                                <C>       <C>      <C>      <C>      <C>
Net revenues                       $214,525  205,686  154,014  138,788  130,578

Operating earnings                    9,576   13,890    6,746   10,987   11,743

Net earnings (1)                      2,489    6,217    3,165    5,461   17,501

Earnings per common share -
    diluted (1)                         .11      .29      .15      .25      .82

Total assets (2)                    215,475  189,711  144,428  113,454  109,219

Long-term debt and redeemable
    preferred stock (2)              94,497   77,049   49,274   34,103   27,628

Cash dividends per common share    $   .045      .04      .04      .01        -
</TABLE>
 (1) Included in 1995 net earnings are deferred tax benefits of approximately
     $8.8 million relating to previously unrecognized tax benefits related to
     Statement of Financial Accounting Standards No. 109.

 (2) Total assets and long-term debt for 1997 reflects the impact of
     acquisitions of businesses (See Notes to Consolidated Financial Statements,
     Item 8).  The acquisitions did not have a material impact on net revenues,
     operating earnings or net earnings in 1997.


                                       12
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
of Operations
-------------

Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------

The Company's $30 million unsecured senior notes issued in September 1996 mature
from September 2000 to September 2006. The Company amended its revolving line of
credit agreement on October 29, 1999 and February 3, 2000 increasing the line
from $60 million to $100 million. As of December 31, 1999, the Company had
utilized $65 million of the unsecured revolving line of credit. As of March 31,
2000, the Company had utilized $82 million of the unsecured revolving line of
credit. The revolving line of credit matures September 30, 2001. Other long-term
debts have maturity dates through September 2010 and are expected to be paid or
refinanced when due. For the year ended December 31, 1999, the Company was not
in compliance with one debt covenant related to the $30 million unsecured senior
notes and one debt covenant related to its revolving line of credit.  Both
covenants are determined quarterly based on the trailing four quarters ending on
each determination date.  The Company has obtained waivers from the lenders as
of December 31, 1999 waiving noncompliance through March 31, 2000 and expects to
meet the financial covenants at future determination dates.

The Company maintains a fleet financing agreement with a third party lender
related to the rental of finished products to customers.  Generally, these
financings range from three months to three years and are secured by the
specific finished product. These financing arrangements provide the Company with
additional short-term working capital and the ability to offer more attractive
financing to its customers. The fleet financing agreement provides for interest
at the prime rate.  At December 31, 1999 and 1998, the Company had no
outstanding obligations under this agreement.

The debt-to-total-capital percentage increased to 55.9% at December 31, 1999
compared to 50.4% at December 31, 1998. This increase is primarily the result of
funding the increase in inventories at December 31, 1999. The Company's
financing agreements should provide the Company with sufficient working capital
to finance its operations, and to repay the portion of its borrowings that
become due in 2000.

Other Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------------

The Company's current ratio at December 31, 1999 was 4.06:1 compared to 4.14:1
at December 31, 1998. Working capital increased to approximately $131.3 million
at December 31, 1999 from $114.5 million at December 31, 1998. The increase in
working capital is primarily the result of increased accounts receivable of $3.2
million and increased inventories of approximately $19.0 million, offset by an
increase in current liabilities of approximately $6.5 million. The increase in
inventories from December 31, 1998 is partially the result of approximately
$14.3 million in  sales orders  which could  not be


                                       13
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

recognized as revenue at December 31, 1999 because the equipment had not left
the Company's premises, was not complete and ready-to-ship, or other revenue
recognition criteria had not been met.  The Company expects to record these
orders as sales in the first half of 2000 with the costs of the equipment sold
reducing inventories.

Cash used in operating activities was $12.0 million for the year ended December
31, 1999, compared to cash used in operating activities of $7.8 million for the
year ended December 31, 1998.  This significant increase in cash used in
operating activities is primarily attributed to the increased investment in
inventories.  Financing activities for the year ended December 31, 1999 provided
$20.9 million, which included $22.0 million of net borrowings from the Company's
revolving line of credit. These additional borrowings were used primarily to
fund the increase in inventories.

Capital expenditures and acquisitions for 1999 were $7.1 million, a decrease of
$6.2 million from the prior year. Capital expenditures consisted primarily of
computer software and hardware, construction of a new training facility in
Oklahoma City and equipment for use in manufacturing facilities. Capital
expenditures for 2000 are budgeted at $5.6 million. Capital expenditures are
financed using internally generated funds and debt.

On November 9, 1999 the Company announced a 50 percent increase in its fourth
quarter cash dividend from 1 cent to 1.5 cents per share.  The dividend was paid
on December 1, 1999.  The Company has paid a quarterly dividend each quarter
since December 1996.  The Company's Board of Director's intends to begin paying
regular semi-annual dividends in 2000.

Results of Operations
---------------------

Years ended December 31, 1999 and 1998.  Revenues increased 4.3% to $214.5
million for the year ended December 31, 1999 from $205.7 million for the year
ended December 31, 1998. The revenue increase for the year ended December 31,
1999 was primarily generated through asphalt plants and concrete paving and
trimming products.  The reclaimers/stabilizers and soil remediation lines
increased, but were offset by decreases in the compactor and grinder lines.
Revenues were also negatively impacted by the strike which occurred at the
Company's Load King Division in the first half of 1999.

The Company's international sales were $17.0 million in 1999 compared to $28.3
million in 1998, resulting in a decrease of approximately 40% from 1998. The
Company's domestic sales were $197.5 million in 1999 and $177.4 million in 1998,
an increase of approximately 11%.  Excluding the impact of the decrease in
Canadian sales, foreign revenues declined 9.4%.  The road building and
reconstruction program declined significantly in Canada due to an election year
spending freeze and a generally depressed economy across the country.
International revenues as a percentage of the Company's total revenues were 8.0%
in 1999 and 13.8% in 1998.

The Company is contemplating changing its business practices and contracts to
allow percentage-of-completion accounting with respect to recognizing revenue
for its asphalt and large concrete plants in the first half of 2000.

                                       14
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Gross margin, as a percentage of net revenues, was 25.8% for the year ended
December 31, 1999, down slightly from 26.0% for the year ended December 31,
1998.

Marketing and administrative expenses increased $6.9 million in 1999. As a
percentage of net revenues, marketing and administrative expenses were 17.4% in
1999 compared to 14.8% in 1998.  The primary factors contributing to the
increase in marketing and administrative expenses were: (1) costs of
approximately $350,000 incurred in connection with the Company's restructuring
of its Oklahoma City manufacturing operations, (2) costs of $785,000 related to
the Company's participation in the trienniel CONEXPO-CONAGG tradeshow in Las
Vegas, (3) outside consulting fees of $794,000 to evaluate and improve the
Company's manufacturing processes, production efficiencies, and sales and
marketing operations, with the goal of overhauling the Company's overall
business structure, (4) $358,000 for executive moving and relocation costs, (5)
settlement of two long-standing litigation matters, (6) the termination of a
potential acquisition for which the Company had incurred due diligence costs of
approximately $368,000, and (7) overall higher business volume.

Engineering and product development expense increased $477,000 in 1999. As a
percentage of net revenues, engineering and product development expenses were
3.9% percent in 1999 compared to 3.8% in 1998.

Product line relocation costs for the year ended December 31, 1998 were $1.4
million.  These costs were incurred by the Company to move the landfill and
embankment compactor and material reduction grinder product lines from Rexworks,
Inc. in Milwaukee, Wisconsin to our Oklahoma City facility in the first and
second quarters of 1998.

Interest expense increased $1.6 million from the prior year. The Company's
effective interest rate was approximately 7.29% in 1999 compared to
approximately 7.87% in 1998.  The increase in interest expense is due to
additional borrowings on the Company's revolving line of credit primarily for
capital expenditures and increased working capital requirements, primarily
inventories, for the year ended December 31, 1999.

Income tax expense was $1.5 million in 1999 compared to $3.6 million in 1998.
The Company's effective tax rates in 1999 and 1998 were 37.8% and 36.9%,
respectively. Excluding losses of the Company's foreign subsidiaries, the
Company's effective tax rate was 36.5% in both 1999 and 1998.  The effective
rate of 36.5% differs from the statutory federal rate of 35% primarily due to
state income taxes.

Net earnings were $2.5 million in 1999 compared to $6.2 million in 1998, or 11
cents per diluted share for 1999 compared to 29 cents per diluted share for
1998.  Net earnings were negatively impacted due to $14.3 million in asphalt
plant orders at December 31, 1999 that could not be recognized as revenues in
1999 because the equipment had not left the Company's premises, was not complete
and ready-to-ship, or other revenue recognition criteria had not been met.  The
Company expects to record these orders as sales in the first half of 2000.

                                       15
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Results of Operations
---------------------

Years ended December 31, 1998 and 1997. During the fourth quarter of 1997, the
Company acquired all the outstanding stock of Brownwood Ross Company, a concrete
plant manufacturing company; certain assets of the successor of CS Johnson
Corporation, a concrete plant manufacturing company; and certain assets related
to the landfill and embankment compactor and material reduction grinder product
lines from Rexworks, Inc. The results of operations for the year ended December
31, 1998 include these operations.

Revenues increased 33.6 percent to $205.7 million for the year ended December
31, 1998 from $154.0 million for the year ended December 31, 1997. The revenue
increase for the year ended December 31, 1998 was primarily generated through
the newly acquired operations. Net earnings were $6.2 million in 1998 compared
to $3.2 million in 1997, or 29 cents per share for 1998 compared to 15 cents per
share for 1997.

The Company's international sales were $28.3 million in 1998 compared to $21.1
million in 1997, resulting in an increase of approximately 34% from 1997. The
Company's domestic sales were $177.4 million in 1998 and $132.9 million in 1997,
an increase of approximately 33%.  The increase in net revenues both
internationally and domestically was primarily attributable to acquisitions
completed during the fourth quarter of 1997.

The increase in international revenues from 1997 was primarily attributed to
North and Central America (other than the United States) and Asia, offset by a
decrease in South America. International revenues as a percentage of the
Company's total revenues were 13.8% in 1998 and 13.7% in 1997.

Gross margin, as a percentage of net revenues, was 26.0% for the year ended
December 31, 1998, up from 25.2% for the year ended December 31, 1997. The
Company improved its gross margins quarter over quarter during 1998.

Marketing and administrative expenses increased $5.0 million in 1998. The
majority of the increased expenses are the result of marketing efforts related
to the newly acquired operations.  As a percentage of net revenues, marketing
and administrative expenses were 14.8% in 1998 compared to 16.5% in 1997.

Engineering and product development expense increased $1.2 million in 1998. The
Company's increased expenses were the result of newly acquired operations and
increased product development. During 1998, the Company introduced the RS-450, a
higher production road reclaimer and soil stabilization machine for governmental
and smaller project markets.  Also, the Company substantially completed the
design of a Medical Waste Grinder for the health care industry. As a percentage
of net revenues, engineering and product development expenses were 3.8% percent
in 1998 compared to 4.3% in 1997.

Product line relocation costs for the year ended December 31, 1998 were $1.4
million.  These costs were incurred by the Company to move the landfill and
embankment compactor and material reduction grinder product lines from Rexworks,
Inc. in Milwaukee, Wisconsin to our Oklahoma City facility in the first and
second quarters of 1998.

                                       16
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Interest expense increased $2.1 million from the prior year. The Company's
effective interest rate was approximately 7.87% in 1998 compared to
approximately 8.22% in 1997.  The increase in interest expense was due to
additional borrowings on the Company's revolving line of credit primarily for
the acquisitions completed during the fourth quarter of 1997, capital
expenditures and increased working capital requirements, primarily inventories,
for the year ended December 31, 1998.

Income tax expense was $3.6 million in 1998 compared to $2.0 million in 1997.
The Company's effective tax rates in 1998 and 1997 were 36.9% and 39.1%,
respectively. Excluding losses of the Company's foreign subsidiary, the
Company's effective tax rate was 36.5% in both 1998 and 1997.  The effective
rate of 36.5% differed from the statutory federal rate of 35% primarily due to
state income taxes.

Impact of Recently Issued Accounting Standards Not Yet Adopted
--------------------------------------------------------------

In December 1999 the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin: No. 101 - "Revenue Recognition in Financial Statements,"
SAB 101.  SAB 101A was issued by the SEC on March 24, 2000 and delays the
required implementation date of SAB 101 until the second quarter of 2000.  SAB
101 summarizes certain views of the SEC staff in applying generally accepted
accounting principles to revenue recognition in financial statements.  The
Company has not yet determined the impact on its financial position or results
of operations of adopting SAB 101 in the second quarter of 2000, which will be
accomplished through a cumulative effect adjustment determined as of January 1,
2000.

The Company's normal terms of sale of its asphalt plants include an obligation
to assist customers by providing servicemen at the customer site to assist in
readying the plants for start-up.  The Company understands the SEC staff is
preparing a document to address significant implementation issues related to SAB
101.  To the extent that SAB 101 ultimately changes revenue recognition
practices, including those relative to "installment obligations," revenue from
asphalt plant sales may be required to be recorded later than under current
accounting policies of the Company.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000.  SFAS No. 133 establishes standards for
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognizes all derivatives as either assets or
liabilities in its balance sheet and measure those instruments at fair value.
The accounting for changes in fair value of a derivative depends on the intended
use of the derivative and the resulting designation.  Adoption of SFAS No. 133
is not expected to materially impact the Company.

                                       17
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

Federal Highway Legislation
---------------------------

The Company has assessed the longer-range impact of the $217 billion national
highway bill (TEA-21) which currently has guaranteed appropriations over the
next four years.  The Company's significant investment in capital improvements
and plant modernization efforts should have the Company positioned to take
advantage of the anticipated increased business as a result of this new
legislation.

Forward-Looking Statements
--------------------------

Statements of the Company's or management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events contained in this
report constitute "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words. As with any future event, there can
be no assurance that the events described in forward-looking statements made in
this report will occur or that the results of future events will not vary
materially from those described in the forward-looking statements made in this
report.  Important factors that could cause the Company's actual performance and
operating results to differ materially from the forward-looking statements
include, but are not limited to, highway funding, adverse weather conditions,
general economic conditions and political changes both domestically and
overseas.

Clean Air Act
-------------

In 1990, the United States Congress passed certain amendments to the National
Clean Air Act. The 1990 amendments have required certain products manufactured
by the Company to be equipped with new pollution control devices. Additional
products manufactured by the Company include pollution control devices.  The
Company believes that it will continue to be able to meet the implementation
dates as required by the Clean Air Act.

Inflation
---------

The Company did not experience any significant inflationary impact on its costs
of materials.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

The primary objective of the following information is to provide forward-looking
quantitative and qualitative information about the Company's potential exposure
to market risks.  The term "market risk" for the Company refers to the risk of
loss arising from adverse changes in interest rates.  The disclosures are not
meant to be a precise indication of expected future losses, but rather
indicators of reasonably possible losses.  This forward-looking information
provides an indication of how the Company views and manages its ongoing market
risk exposures.

                                       18
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999
================================================================================

At December 31, 1999, the Company had long-term debt outstanding of $99 million.
Of this amount, $30 million bears interest at a fixed rate of 7.68%, and $4
million bears interest at fixed rates averaging approximately 8%.  The remaining
$65 million bears interest at variable rates.  At the end of 1999 the rate was
approximately 7.75%.  The Company had $22 million more variable rate borrowings
at December 31, 1999 than at December 31, 1998, and the average rate at which
the variable rate borrowings accrue interest was 60 basis points (.60%) higher
at the end of 1999 compared to 1998.  A 10% increase in short-term interest
rates on the variable rate debt outstanding at the end of 1999 would approximate
78 basis points.  Such an increase in interest rates would increase the
Company's interest expense by approximately $504,000 assuming December 31, 1999
borrowed amounts remain outstanding.

The above sensitivity analysis for interest rate risk excludes accounts
receivable, accounts payable and accrued liabilities because of the short-term
maturity of such instruments.  The analysis does not consider the effect this
movement may have on other variables including changes in revenue volumes that
could be indirectly attributed to changes in interest rates.  The actions that
management would take in response to such a change are also not considered.  If
it were possible to quantify this impact, the results could well be different
than the sensitivity effects shown above.

                                       19
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

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

                                                                       PAGE

Independent Auditors' Report.........................................    21


Consolidated Financial Statements
---------------------------------

 Consolidated Statements of Earnings
   Years ended December 31, 1999, 1998, and 1997.....................    22

 Consolidated Balance Sheets, December 31, 1999 and 1998.............    23

 Consolidated Statements of Changes in Common Stock and Other
   Capital, Years ended December 31, 1999, 1998, and 1997............    25

 Consolidated Statements of Cash Flows,
   Years ended December 31, 1999, 1998, and 1997.....................    26

 Notes to Consolidated Financial Statements,
   December 31, 1999, 1998, and 1997.................................    27



                                       20
<PAGE>

                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------



The Board of Directors and Stockholders
CMI Corporation:


We have audited the consolidated financial statements of CMI Corporation and
subsidiaries (the Company) as listed in the accompanying index. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CMI Corporation and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.



                                                            KPMG LLP

Oklahoma City, Oklahoma
March 8, 2000, except as to
the last paragraph of note 3
and the first paragraph of
note 14, which are as of
March 30, 2000



                                       21
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Earnings

                 Years ended December 31, 1999, 1998, and 1997
                     (in thousands, except per share data)

================================================================================

                                            1999      1998      1997
                                          --------   -------   -------

Net revenues                              $214,525   205,686   154,014
                                          --------   -------   -------

Costs and expenses:
  Cost of goods sold                       159,264   152,116   115,172
  Marketing and administrative              37,392    30,445    25,450
  Engineering and product development        8,293     7,816     6,646
  Product line relocation costs                  -     1,419         -
                                          --------   -------   -------

                                           204,949   191,796   147,268
                                          --------   -------   -------

  Operating earnings                         9,576    13,890     6,746
                                          --------   -------   -------

Other expense (income):
  Interest expense                           6,573     5,000     2,906
  Interest income                             (980)     (934)   (1,351)
  Other, net                                   (18)      (35)       (4)
                                          --------   -------   -------

Earnings before income taxes                 4,001     9,859     5,195

Income tax expense                           1,512     3,642     2,030
                                          --------   -------   -------

Net earnings                              $  2,489     6,217     3,165
                                          ========   =======   =======

Share data:
  Weighted average outstanding common
  shares:
    Basic                                   21,566    21,523    21,225

    Diluted                                 21,805    21,660    21,318

  Net earnings per average outstanding
  common share:
    Basic                                     $.12       .29       .15
                                          ========   =======   =======

    Diluted                                   $.11       .29       .15
                                          ========   =======   =======

See notes to consolidated financial statements.



                                       22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets

                          December 31, 1999 and 1998
                            (dollars in thousands)

================================================================================

                        Assets                            1999     1998
                        ------                          --------  -------

Current assets:
  Cash and cash equivalents                             $ 12,681   11,954
  Receivables less allowance for doubtful accounts
     of $645 and $907 at December 31, 1999 and 1998,
     respectively                                         31,257   28,013
  Inventories:
     Finished equipment                                   43,124   37,409
     Work-in-process                                      20,212   14,189
     Raw materials and parts                              58,566   51,293
                                                        --------  -------
       Total inventories                                 121,902  102,891

  Other current assets                                       892      923
  Deferred tax asset                                       7,400    7,200
                                                        --------  -------
       Total current assets                              174,132  150,981
                                                        --------  -------

Property, plant, and equipment:
  Land                                                     2,109    2,109
  Buildings                                               18,600   16,870
  Machinery and equipment                                 48,204   49,725
  Other                                                    1,070      535
                                                        --------  -------
                                                          69,983   69,239
  Less accumulated depreciation and amortization          38,815   39,692
                                                        --------  -------
       Net property, plant, and equipment                 31,168   29,547

Long-term receivables                                        642      356

Marketable securities, at fair value                       1,417    1,605

Deferred tax asset                                           600    1,900

Other assets, principally patents and goodwill             7,516    5,322
                                                        --------  -------

       Total assets                                     $215,475  189,711
                                                        ========  =======

See notes to consolidated financial statements.



                                       23
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                    Consolidated Balance Sheets, Continued

                          December 31, 1999 and 1998
                            (dollars in thousands)

================================================================================

Liabilities, Common Stock and Other Capital
-------------------------------------------
                                                           1999    1998
                                                         -------  -------
Current liabilities:
  Current maturities of long-term debt                   $ 4,551      268
  Accounts payable                                        22,002   21,551
  Accrued liabilities                                     16,316   14,617
                                                         -------  -------
     Total current liabilities                            42,869   36,436
                                                         -------  -------

Long-term debt                                            94,497   77,049

Common stock and other capital:
  Common stock:
     Par value $.10; shares issued and outstanding
     - 602 at December 31, 1999 and 1998                       -        -
  Class A common stock:
     Par value $.10; shares issued and outstanding
     - 21,640,883 and 21,548,883 at December 31, 1999
     and 1998, respectively                                2,164    2,155
Additional paid-in capital                                50,610   50,057
Accumulated other comprehensive loss                        (197)       -
Retained earnings                                         25,532   24,014
                                                         -------  -------
                                                          78,109   76,226
Commitments and contingencies (notes 13 and 14)
                                                         -------  -------


  Total liabilities, common stock and other capital     $215,475  189,711
                                                         =======  =======


See notes to consolidated financial statements.



                                       24
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Changes in Common Stock and Other Capital

                 Years ended December 31, 1999, 1998, and 1997
                                (in thousands)
================================================================================
<TABLE>
<CAPTION>



                                                                               Accumulated
                                Class A Common Stock   Additional                 Other
                                ---------------------    Paid-in    Treasury   Comprehensive Retained
                                  Shares     Amount      Capital      Stock        Loss      Earnings     Total
                                ----------  ---------  -----------  ---------  ------------  ---------  ---------
<S>                             <C>         <C>        <C>          <C>        <C>           <C>        <C>

Balance December 31,
 1996                              20,467      $2,047     $46,112       $  -         $   -    $16,344    $64,503

Net earnings                            -           -           -          -             -      3,165      3,165

Purchase of treasury
 stock                                  -           -           -        (32)            -          -        (32)

Dividends paid, common
 stock ($.04 per share)                 -           -           -          -             -       (851)      (851)

Common stock issued                    75           8         367          -             -          -        375

Exercise of stock
 warrants                             600          60       2,190          -             -          -      2,250

Exercise of stock
 options                              364          36       1,147          -             -          -      1,183
                                ---------   ---------  ----------   --------   -----------   --------    -------

Balance December 31,
 1997                              21,506      $2,151     $49,816       $(32)            -    $18,658    $70,593

Net earnings                            -           -           -          -             -      6,217      6,217

Retirement of treasury
 stock                                 (6)          -         (32)        32             -          -          -

Exercise of stock
 options                               49           4         273          -             -          -        277

Dividends paid, common
 stock ($.04 per share)                 -           -           -          -             -       (861)      (861)
                                ---------   ---------  ----------   --------   -----------   --------    -------

Balance December 31,
 1998                              21,549      $2,155     $50,057       $  -             -    $24,014    $76,226

Net earnings                            -           -           -          -             -      2,489      2,489

Unrealized loss on available
 for sale securities, net
 of tax benefit of $113                 -           -           -          -          (197)         -       (197)
                                                                                                         -------

Comprehensive income                                                                                     $ 2,292

Retirement of voting
 common stock                           -           -          (1)         -             -          -         (1)

Exercise of stock
 options                               35           3         160          -             -          -        163

Common stock issued                    57           6         394          -             -          -        400

Dividends paid,
 common stock
 ($.045 per share)                      -           -           -          -             -       (971)      (971)
                                ---------   ---------  ----------   --------   -----------   --------    -------

Balance December 31,
 1999                              21,641      $2,164     $50,610       $  -         $(197)   $25,532    $78,109
                                =========   =========  ==========   ========   ===========   ========    =======
</TABLE>
See notes to consolidated financial statements.

                                       25
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

                 Years ended December 31, 1999, 1998, and 1997
                            (dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                        1999      1998     1997
                                                      ---------  -------  -------
<S>                                                   <C>        <C>      <C>
Operating activities:
 Net earnings                                         $  2,489    6,217    3,165
 Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
   Depreciation                                          3,995    2,944    2,527
   Amortization                                            326      300       47
   Gain on sale of assets                                  (18)     (36)      (4)
   Change in assets and liabilities net of effects
   of acquisitions of businesses:
     Receivables                                        (3,008)  (1,096)  (1,645)
     Inventories                                       (18,799) (34,220)     532
     Other current assets                                   31     (344)    (249)
     Accounts payable                                      286    6,896    5,414
     Accrued liabilities                                 1,563    4,970     (203)
     Deferred tax asset                                  1,213    3,100    2,343
     Long-term receivables                                (286)   2,153   (2,157)
     Other non-current assets                              209    1,348   (1,275)
                                                      --------   ------   ------
      Net cash and cash equivalents provided by
       (used in) operating activities                  (11,999)  (7,768)   8,495
                                                      --------   ------   ------

Investing activities:
 Proceeds from sale of assets                              119      305      113
 Capital expenditures                                   (5,717) (13,309)  (5,259)
 Purchases of marketable securities                       (122)    (107)     (80)
 Cash paid for acquisitions of businesses               (1,405)       -  (19,876)
 Cash paid to defend patent                             (1,072)       -        -
                                                      --------   ------   ------
      Net cash and cash equivalents used in
       investing activities                             (8,197) (13,111) (25,102)
                                                      --------   ------   ------

Financing activities:
 Payments on long-term debt                               (269)    (216)  (1,052)
 Net borrowings on revolving credit note                22,000   28,000   15,000
 Proceeds from stock options exercised                     163      277    1,183
 Proceeds from stock warrants exercised                      -        -    2,250
 Payment of common stock dividends                        (971)    (861)    (851)
 Purchase of treasury stock                                  -        -      (32)
                                                      --------   ------   ------
      Net cash and cash equivalents provided by
       financing activities                             20,923   27,200   16,498
                                                      --------   ------   ------
Increase (decrease) in cash and cash equivalents           727    6,321     (109)

Cash and cash equivalents at beginning of year          11,954    5,633    5,742
                                                      --------   ------   ------
Cash and cash equivalents at end of year              $ 12,681   11,954    5,633
                                                      ========   ======   ======
</TABLE>
See notes to consolidated financial statements.

                                       26
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements

                       December 31, 1999, 1998, and 1997
================================================================================

(1)  Description of Business and Summary of Significant Accounting Policies
     ----------------------------------------------------------------------

     Description of Business
     -----------------------
     Since 1964, CMI Corporation and its subsidiaries (the Company) have
     manufactured and marketed equipment for the road and heavy construction
     industry. The Company's construction equipment has a wide variety of uses
     in the maintenance, construction, paving, and resurfacing of highways, city
     streets, parking lots, airport runways, tunnels, and bridges. With the
     acquisition discussed in note 2, the Company entered the landfill
     compaction industry and significantly expanded its product line offering
     for industrial grinders which are utilized in numerous industries,
     including the road and heavy construction industry. The Company's raw
     materials are readily available, and the Company is not dependent on a
     single supplier or only a few suppliers.

     Seasonal Nature of the Business
     -------------------------------
     The Company's business is seasonal in nature and precedes the months in
     which highway and road construction and restoration generally occur. A
     large portion of the Company's orders for its products are received in the
     months of November through July, with heavy shipments occurring in the
     months of March through August.

     Principles of Consolidation
     ---------------------------
     The consolidated financial statements include the accounts of CMI
     Corporation and its subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     Reclassifications
     -----------------
     Certain reclassifications have been made to the prior periods to conform to
     the 1999 presentation.

     Cash and Cash Equivalents
     -------------------------
     For purposes of the statements of cash flows, the Company considers cash
     equivalents with original maturities of less than three months to be cash
     equivalents.

     Business and Credit Concentrations
     ----------------------------------
     The Company's customers are not concentrated in any specific geographic
     region, but are concentrated in the road and heavy construction business.
     No single customer accounted for a significant amount of the Company's
     sales, and there were no significant accounts receivables from a single
     customer. The Company reviews a customer's credit history before extending
     credit. The Company establishes an allowance for doubtful accounts based
     upon factors surrounding the credit risk of specific customers, historical
     trends, and other information. To reduce credit risk, the Company generally
     requires a down payment on large equipment orders, and international sales
     are generally secured by letters of credit from commercial banks.

                                       27

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     The Company had short-term notes receivable and sales-type lease payments
     due from customers included in accounts receivable of approximately
     $3,440,000 and $1,771,000 at December 31, 1999 and 1998, respectively.

     Inventories
     -----------
     Inventories are stated at the lower of cost or market, with cost being
     determined using the first-in, first-out (FIFO) method. Costs included in
     inventories consist of materials, labor, and manufacturing overhead which
     are related to the purchase and production of inventories.

     Property, Plant, and Equipment
     ------------------------------
     Property, plant, and equipment, stated at cost or the present value of
     minimum lease payments for assets under capital leases, are depreciated
     over the estimated useful lives of the assets using the straight-line
     method. Estimated useful lives for buildings, machinery and equipment, and
     other property, plant, and equipment range from 15 to 33, 3 to 15, and 2 to
     10 years, respectively. Significant improvements and betterments are
     capitalized if they extend the useful life of the asset. Routine repairs
     and maintenance are expensed when incurred.

     The Company reviews long-lived assets and certain identifiable intangibles
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to future net cash flows expected to be generated by the
     asset. If such assets are considered to be impaired, the impairment
     recognized is measured by the amount by which the carrying amount of the
     assets exceed the fair value of the assets. Assets to be disposed of are
     reported at the lower of the carrying amount or fair value less costs to
     sell.

     Other Assets
     ------------
     Other assets include loan acquisition costs, patents and other intangible
     assets. Loan acquisition and patent costs are being amortized on a
     straight-line basis over the life of the related loan agreement or patent.
     Also included in other assets is the excess of acquisition costs over the
     fair value of net assets acquired (goodwill). Goodwill is being amortized
     on a straight-line basis over fifteen years. Accumulated amortization for
     goodwill was $505,000 and $253,000 at December 31, 1999 and 1998,
     respectively. Intangible assets are evaluated periodically and, if
     conditions warrant, an impairment valuation allowance is provided.

     Revenue Recognition
     -------------------
     Revenue is recognized when sales transactions are completed, which is when
     products are shipped or title has transferred to the customer. At the
     customer's request, the Company also enters into certain bill and hold
     transactions whereby title transfers to the customer, but the goods do not
     ship until a later date. The Company recognizes revenue under bill and hold
     transactions when products are complete, ready-to-ship, and all performance
     obligations have been met.

                                       28

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     In the fourth quarter of 1999, the Company modified its revenue recognition
     policy with respect to sales of asphalt plants under bill and hold
     criteria. The Company's normal terms of sale of its asphalt plants include
     an obligation to assist customers by providing servicemen at the customer
     site to assist in readying the plants for start-up. The Company modified
     its policy to not recognize revenue for completed asphalt plants which were
     not shipped at the customer's request, until the make-ready obligation was
     complete. Prior year results would not have been materially affected by the
     change, and accordingly, were not restated. Previously reported 1999
     quarterly results were restated to reflect this change and other
     adjustments (see note 10).

     Income Taxes
     ------------
     Income taxes are accounted for using the asset and liability method under
     which deferred income taxes are recognized for the tax consequences of
     "temporary differences" by applying enacted statutory tax rates applicable
     to future years to differences between the financial statement carrying
     amounts and the tax bases of existing assets and liabilities and operating
     losses and tax credit carry forwards. The effect on deferred taxes for a
     change in tax rates is recognized in income in the period that includes the
     enactment date.

     Stock Options
     -------------
     Statement of Financial Accounting Standards No. 123. "Accounting for Stock-
     Based Compensation" (SFAS No. 123), encourages, but does not require
     companies to record compensation cost for stock-based employee compensation
     plans at fair value. The Company has chosen to continue to account for
     stock-based compensation using the intrinsic value method prescribed in
     Accounting Principles Board Opinion No. 25. "Accounting for Stock Issued to
     Employees" (APB No. 25), and related Interpretations. Accordingly, the
     Company records expense in an amount equal to the excess of the quoted
     market price on the grant date over the option price. Such expense is
     recognized at the grant date for options fully vested. For options with a
     vesting period, the expense is recognized over the vesting period. The
     Company has not recognized any expense for the periods ended December 31,
     1999, 1998 and 1997.

     Use of Estimates
     ----------------
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

                                       29

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     Fair Value of Financial Instruments
     -----------------------------------
     The carrying amounts of cash and cash equivalents, receivables, accounts
     payable, and accrued liabilities approximate fair value because of the
     short maturity of these instruments. The carrying amounts of long-term
     receivables approximates fair value as the effective rates for these
     instruments are comparable to market rates at year-end.  The carrying
     amount of investments approximates fair market value.  The carrying amount
     of long-term debt is approximately $99.1 million and $77.3 million and the
     estimated fair value is $98.0 million and $77.3 million at December 31,
     1999 and 1998, respectively.  The estimated fair valve of debt is based on
     borrowing rates currently available with similar terms and average
     maturities.

     Marketable Securities
     ---------------------
     The Company classifies its marketable securities as available for sale.
     The securities consist of equity securities, which are stated at fair
     value, with net unrealized gains or losses on the securities, net of tax,
     recorded as accumulated other comprehensive income (loss) in shareholders'
     equity.  Realized gains and losses are included in earnings and are derived
     using the specific identification method for determining the cost of the
     securities.  There were no realized gains in 1999, 1998 or 1997.

     Earnings Per Common Share
     -------------------------
     Basic earnings per share is computed by dividing net earnings applicable to
     common stock by the weighted average number of common shares outstanding
     for the period. Diluted earnings per share reflects the potential dilution
     that could occur if the Company's outstanding stock options were exercised
     (calculated using the treasury stock method).

     The following table reconciles weighted average common shares outstanding
     used in the calculation of basic earnings per common share to the number of
     shares used in the calculation of diluted earnings per share for the years
     1999, 1998 and 1997 (dollars in thousands, except per share data):
<TABLE>
<CAPTION>
                                              Year ended December 31
                                              ----------------------
                                               1999    1998    1997
                                              ------  ------  ------
<S>                                           <C>     <C>     <C>

Weighted average number of common
  shares outstanding - basic                  21,566  21,523  21,225

Dilutive effect of potential common shares
  issuable upon exercise of employee
  stock options                                  239     137      93
                                              ------  ------  ------

Weighted average number of common
  shares outstanding - diluted                21,805  21,660  21,318
                                              ======  ======  ======
</TABLE>

                                       30

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     Comprehensive Income
     --------------------
     In 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive Income."
     SFAS No. 130 establishes standards for reporting and display of
     comprehensive income and its components in financial statements. It
     requires that all items that are required to be recognized under accounting
     standards as components of comprehensive income be reported in a financial
     statement that is displayed with the same prominence as other financial
     statements. Comprehensive income consists of net earnings and the net
     unrealized gains or losses on available for sale marketable securities and
     is presented in the consolidated statement of changes in common stock and
     other capital.

     Impact of Recently Issued Accounting Standards Not Yet Adopted
     --------------------------------------------------------------
     In December 1999 the Securities and Exchange Commission (SEC) released
     Staff Accounting Bulletin: No. 101 - "Revenue Recognition in Financial
     Statements," SAB 101. SAB 101A was issued by the SEC on March 24, 2000 and
     delays the required implementation date of SAB 101 until the second quarter
     of 2000. SAB 101 summarizes certain views of the SEC staff in applying
     generally accepted accounting principles to revenue recognition in
     financial statements. The Company has not yet determined the impact on its
     financial position or results of operations of adopting SAB 101 in the
     second quarter of 2000, which will be accomplished through a cumulative
     effect adjustment determined as of January 1, 2000.

     The Company's normal terms of sale of its asphalt plants include an
     obligation to assist customers by providing servicemen at the customer site
     to assist in readying the plants for start-up. The Company understands the
     SEC staff is preparing a document to address significant implementation
     issues related to SAB 101. To the extent that SAB 101 ultimately changes
     revenue recognition practices, including those relative to "installment
     obligations," revenue from asphalt plant sales may be required to be
     recorded later than under current accounting policies of the Company.

(2)  Acquisition of Businesses and Product Lines
     -------------------------------------------
     In October 1999 the Company acquired all of the outstanding stock of Drion
     Constructie B. V. B. A. (Drion) for approximately $1.4 million in cash,
     57,143 shares of the Company's Class A Common Stock (valued at $400,000),
     and the assumption of approximately $300,000 in liabilities. The purchase
     price was allocated to the assets acquired based on their estimated fair
     values and resulted in goodwill and other intangible assets of
     approximately $1.5 million. Drion did not have significant operations
     during 1999 and 1998, and on a pro forma basis, assuming the acquisition
     occurred on January 1, 1998, the impact to earnings would not have been
     material.

                                       31

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     On December 17, 1997, the Company acquired substantially all of the assets
     of Rexworks, Inc.'s TRASHMASTER Landfill compaction product line and the
     materials grinding line for approximately $20.5 million which included
     assumption of certain liabilities related to the product lines. The
     purchase price was allocated to the assets acquired based on their
     estimated fair values, and approximately $16 million was allocated to
     receivables and inventory. The excess of the purchase price over the fair
     value of the net assets acquired (goodwill) was approximately $3.8 million
     and is being amortized on a straight-line basis over 15 years. The Company
     moved the production of these product lines to its principal manufacturing
     location in 1998. The costs associated with integration were approximately
     $1.4 million and were expensed as incurred.

     In October 1997, the Company acquired all of the outstanding stock of
     Brownwood Ross Company for $2.4 million in cash, and certain assets of the
     successor of CS Johnson Corporation for $425,000 in cash and 75,000 shares
     of the Company's common stock (valued at $375,000), and the assumption of
     approximately $321,000 in liabilities. The purchase price was allocated to
     the assets acquired based on their estimated fair values.

(3)  Long-Term Debt and Notes Payable
     --------------------------------
     Long-term debt and notes payable at December 31 are summarized as follows
     (dollars in thousands):
<TABLE>
<CAPTION>
                                                                1999    1998
                                                                ----    ----
<S>                                                           <C>      <C>
     Series A Senior Notes, unsecured, with interest at
     7.68%, due from September 2000 to September 2006         $30,000  30,000

     Revolving line of credit, unsecured, with weighted
     average interest of 7.75% at December 31, 1999 and
     7.15% at  December 31, 1998, due September 2001           65,000  43,000

     4.4% to 8.25% (8.1% weighted average rate) fixed rate
     bonds, collateralized by a first security interest
     in certain real property, due September 2010               3,682   3,895

     Lease-purchase obligations and notes payable due
     through September 2008, with interest from 6.25% to
     10.25%, collateralized by certain buildings and
     equipment                                                    366     422
                                                              -------  ------

                                                               99,048  77,317

     Less current maturities of long-term debt                  4,551     268
                                                              -------  ------

                                                              $94,497  77,049
                                                              =======  ======
</TABLE>

                                       32

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     In September 1996, the Company completed a $30 million private placement of
     unsecured Series A Senior Notes and established an unsecured revolving line
     of credit. A portion of the proceeds from the senior notes was used to
     retire higher-interest debt and to redeem the Company's preferred stock.
     The Company amended its revolving line of credit agreement on October 29,
     1999, increasing borrowing capacity from $60 million to $70 million. As of
     February 3, 2000 the line of credit was increased to $100 million. The
     revolving line of credit provides for interest at the LIBOR rate plus 1.50%
     to 2.25%. The specific rate is determined based on the ratio of funded debt
     to earnings before interest, taxes, depreciation and amortization and is
     adjusted every ninety days.

     The Company maintains a fleet financing agreement which allows the Company
     to borrow 100 percent of the net sales price of specific equipment under
     lease contracts. The terms of the individual borrowings under the financing
     agreement are consistent with the lease contracts and generally range from
     three months to three years. Borrowings under the fleet financing agreement
     are secured by the specific equipment. As of December 31, 1999 and 1998,
     the Company had no borrowings outstanding under the fleet financing
     agreement.

     The aggregate maturities of long-term debt for each of the five years
     subsequent to December 31, 1999, are as follows (dollars in thousands):
<TABLE>
<S>                               <C>
                    2000          $ 4,551
                    2001           69,574
                    2002            4,596
                    2003            4,610
                    2004            4,638
                    Thereafter     11,079
                                  -------
                                  $99,048
                                  =======
</TABLE>

     Certain debt agreements contain restrictions on working capital, net worth
     (minimum of approximately $53.7 million at December 31, 1999), and other
     restrictive covenants. For the year ended December 31, 1999, the Company
     was not in compliance with one debt covenant related to the $30 million
     unsecured senior notes and one debt covenant related to the revolving line
     of credit. Both covenants are determined quarterly based on the trailing
     four quarters ending on each determination date. The Company has obtained
     waivers from the lenders as of December 31, 1999 waiving noncompliance
     through March 31, 2000 and expects to meet the covenants at future
     determination dates.

(4)  Common Stock and Other Capital
     ------------------------------

     In 1991, the Company entered into an Investment Agreement with Recovery
     Equity Investors, L.P. (REI) pursuant to which the Company sold REI
     6,666,667 shares of Common Stock (subsequently Class A Common Stock) at
     $.75 per share. The Investment Agreement contains various covenants and
     restricts the Company from taking certain actions without the prior written
     consent of REI.

                                       33

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     On February 14, 1992, the Company filed an amended and restated certificate
     of incorporation, which authorizes 20,000 shares of Common Stock and
     45,000,000 shares of Class A Common Stock. Additionally, the Company
     effected a 1-for-2,000 reverse split of the Common Stock and declared a
     stock dividend of 1,999 shares of Class A Common Stock for each whole share
     of Common Stock outstanding following the reverse split. Owners of the
     remaining shares of Common Stock were offered the opportunity to exchange
     each share of Common Stock for one share of Class A Common Stock. The
     exchange offer expired on April 30, 1992. At December 31, 1999, 602 shares
     of Common Stock were still outstanding. The Class A Common Stock has
     certain transfer restrictions in order to prevent a change in ownership,
     which could limit or eliminate the Company's income tax net operating loss
     carryforwards (see note 7).

     In January 1993, the Company entered into separate loan agreements with REI
     and Mr. Larry Hartzog, a shareholder and member of the Company's board of
     directors. The loan agreements included the issuance of stock purchase
     warrants entitling REI and Mr. Hartzog to purchase up to 600,000 aggregate
     shares of the Company's Class A Common Stock. In January 1997, REI and Mr.
     Hartzog exercised the stock purchase warrants at an exercise price of $3.75
     per share purchasing 600,000 aggregate shares of the Company's Class A
     Common Stock.

(5)  Stock Option Plans
     ------------------

     In 1992 the Company established a Stock Option Plan (the Plan) for its
     employees. In 1999 the Board of Directors and the shareholders of the
     Company approved certain amendments to the Plan. The Plan has two features:
     (1) stock options and (2) stock appreciation rights. The Plan is
     administered by a committee comprised of at least two members of the Board
     of Directors. The granting of stock options and/or appreciation rights is
     at the sole discretion of the committee. A maximum of 2,100,000 stock
     options and/or appreciation rights may be granted under the Plan. The
     exercise price of the stock options is the market value of Class A Common
     Stock at the date of grant. Generally, the options vest and become
     exercisable ratably over a four-year period, commencing six months after
     the grant date. The committee is entitled in its discretion to grant
     options with vesting periods which are different from the standard four
     year period. In a limited number of instances, the committee has exercised
     its discretion and has granted options with both shorter and longer vesting
     periods than the standard four year period. There were 946,348 options
     available for grant under the Plan at December 31, 1999.

     During 1999, no stock options were granted. The per share weighted-average
     fair value of stock options granted during 1998 and 1997 was $3.77 and
     $2.21 respectively, on the date of grant using the Black Scholes option-
     pricing model with the following assumptions:

                                       34

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
<TABLE>
<CAPTION>
                                   1998      1997
                                   ----      ----
<S>                             <C>       <C>
     Expected volatility           55.0%     56.0%
     Expected dividend yield        0.6%      0.9%
     Risk free interest rate        5.5%      5.5%
     Expected life              7.3 yrs   4.7 yrs
</TABLE>

    The Company applies APB Opinion No. 25 in accounting for its stock options
    and, accordingly, no compensation cost has been recognized for stock options
    in the financial statements. Had the Company determined compensation cost
    based on the fair value at the grant date for its stock options under SFAS
    No. 123, the Company's net earnings would have been reduced to the pro forma
    amounts indicated below:

<TABLE>
<CAPTION>
                                                  1999   1998   1997
                                                  ----   ----   ----
<S>                                 <C>          <C>     <C>    <C>

     Net earnings                   As reported  $2,489  6,217  3,165
                                    Pro forma     2,186  6,040  2,942

     Earnings per share - diluted   As reported  $ 0.11   0.29   0.15
                                    Pro forma    $ 0.10   0.28   0.14
</TABLE>

     Stock appreciation rights may be issued with stock options or separately,
     at the sole discretion of the committee. Stock appreciation rights, if
     granted, would be payable in shares of Class A Common Stock over the same
     vesting period as the stock options. At December 31, 1999, no stock
     appreciation rights had been granted.

     Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                  Number of  Weighted-Average
                                   Shares     Exercise Price
                                  ---------  ----------------
<S>                               <C>        <C>

     Balance at December 31, 1996   649,000         $3.95

       Granted                      185,000          4.50
       Exercised                    364,000          3.25
       Expired                       35,000          3.25
                                    -------

     Balance at December 31, 1997   435,000         $4.83

       Granted                      550,000          6.25
       Exercised                     48,860          5.66
       Forfeited                     51,140          4.61
                                    -------

     Balance at December 31, 1998   885,000         $5.68

       Granted                            -             -
       Exercised                     35,000          4.70
       Forfeited                     75,000          5.41
                                    -------

     Balance at December 31, 1999   775,000         $5.75
                                    =======
</TABLE>

                                       35

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     At December 31, 1999, the range of exercise prices and weighted-average
     remaining contractual life of outstanding options was $4.125 - $6.75 and
     5.4 years, respectively.

     At December 31, 1999, 1998, and 1997, the number of options exercisable was
     333,642, 243,533, and 183,764, respectively, and the weighted-average
     exercise price of those options was $5.35, $5.04, and $5.08, respectively.

(6)  Leases
     ------

     The Company leases equipment to customers under short-term and long-term
     contracts. Short-term contracts generally range from three to six months.
     Rental income from short-term leases was approximately $770,000,
     $1,384,000, and $1,961,000, for the years ended December 31, 1999, 1998,
     and 1997, respectively.

     The Company's long-term leases generally qualify as sales-type leases. The
     net investment in such leases is included in receivables. Future minimum
     lease payments to be received for long-term leases are as follows (dollars
     in thousands):

          2000                                               $3,440
          2001                                                  129
          2002                                                  142
          2003                                                  156
          2004                                                  122
          Thereafter                                             93
                                                             ------

                                                             $4,082
                                                             ======

(7)  Income Taxes
     ------------

     Income tax expense consisted of the following (dollars in thousands):

                                                        1999    1998    1997
                                                        ----    ----    ----

          Current tax expense                         $  299     542     173

          Deferred tax expense                         1,213   3,100   1,857
                                                      ------   -----   -----

                                                      $1,512   3,642   2,030
                                                      ======   =====   =====

     Income tax expense differed from the amounts computed by applying the U.S.
     federal income tax rate of 34% (35% in 1998 and 1997) to earnings before
     income taxes in 1999, 1998, and 1997, as a result of the following (dollars
     in thousands):

                                       1999     1998    1997
                                      -------  ------  ------

     Computed expected tax expense    $1,360   3,451   1,818
     State income taxes                  181     410     185
     Increase (decrease) in
       valuation allowance                29    (177)   (357)
     Other, net                          (58)    (42)    384
                                      ------   -----   -----

                                      $1,512   3,642   2,030
                                      ======   =====   =====

                                       36

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets and liabilities at December 31,1999 and
     1998 are as follows (dollars in thousands):

                                                     1999     1998
                                                     ----     ----

     Net operating loss and other carryforwards    $ 5,566    7,124
     Other, primarily accrued liabilities            5,592    4,804
                                                   -------   ------
     Deferred tax assets                            11,158   11,928
     Deferred tax liability (plant and equipment
      temporary differences)                        (2,663)  (2,362)
                                                   -------   ------
                                                     8,495    9,566
     Less valuation allowance                          495      466
                                                   -------   ------

     Net deferred tax asset                        $ 8,000    9,100
                                                   =======   ======

     The net deferred tax asset at December 31, 1999 and 1998 was $8.0 million
     and $9.1 million, respectively. The recognized deferred tax asset is based
     on expected utilization of net operating loss and other carryforwards and
     reversal of certain taxable temporary differences. The ultimate realization
     of the deferred tax asset will require aggregate taxable income of
     approximately $20 million to $25 million in future years.

     The estimated taxable income for 1999 before utilization of income tax net
     operating loss carryforwards was approximately $6 million. The estimated
     taxable income for 1998 before utilization of income tax net operating loss
     carryforwards was approximately $14 million.

     The Company has assessed its past earnings history and trends, sales
     backlog, budgeted sales, reversing taxable temporary differences and
     expiration dates of carryforwards and has determined that it is more likely
     than not that the $8.0 million of net deferred tax assets will be realized.
     The remaining valuation allowance of approximately $495,000 is maintained
     against deferred tax assets which the Company has determined are
     potentially not realizable.

     At December 31, 1999 the Company had tax net operating loss carry forwards
     of approximately $2.1 million for federal income tax purposes. Such
     carryforwards, which may provide future tax benefits, expire in 2010. At
     December 31, 1999 the Company also had tax net operating loss carryforwards
     of approximately $28.4 million for state income tax purposes. Such
     carryforwards expire as follows: $300,000 in 2001; $100,000 in 2002;
     $4,100,000 in 2004; $7,300,000 in 2005; $4,400,000 in 2006; and $12,200,000
     in 2010. Future changes in ownership, as defined by section 382 of the
     Internal Revenue Code, could limit the amount of net operating loss
     carry-forwards used in any one year (see note 4).

                                       37

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     At December 31, 1999 the Company had tax credit carryforwards of
     approximately $1.7 million which expire in varying amounts from 2000 to
     2010, and depletion carryforwards and AMT credit carryforwards of
     approximately $1.9 million and $1.4 million, respectively, which do not
     expire.

(8)  Export Sales
     ------------

     The Company had export sales of approximately $17.0 million, $28.3 million,
     and $21.1 million in 1999, 1998, and 1997, respectively. These sales were
     made through foreign dealers and representatives. A significant portion of
     these sales were made in Asia, Europe, South America, and North and Central
     America, excluding the United States.

(9)  Employee Benefit Plan
     ---------------------

     The Company has a defined contribution plan whereby eligible employees may
     contribute pre-tax wages in accordance with the provisions of the plan. At
     the discretion of the Board of Directors, the Company matches certain
     contributions made by eligible employees. Discretionary matching
     contributions of approximately $339,000, $346,000, and $269,000 were made
     in 1999, 1998 and 1997, respectively.

(10) Supplemental Quarterly Financial Information (Unaudited)
     --------------------------------------------------------

     In fourth quarter 1999, the Company modified its revenue recognition policy
     with respect to sales of asphalt plants for which the customer had taken
     ownership but which had not been shipped at the customer's request, as
     discussed in note 1. Previously reported 1999 quarterly results for the
     first, second, and third quarters are being restated to reflect this
     revenue recognition policy change. The third quarter also reflects
     correction of revenue recognition errors. The after-tax effect of the
     restatements resulting from revenue recognition issues decreased net income
     from that previously reported on Form 10-Q approximately $536,000 and
     $389,000 for the first and third quarters, respectively, and increased net
     income approximately $90,000 for the second quarter. Additionally, the
     first and third quarters reflect correction of errors made in accounting
     for inventories. The after-tax effect of the restatements resulting from
     inventory corrections decreased net income from that previously reported on
     Form 10-Q approximately $952,000 and $1,397,000 for the first and third
     quarters, respectively.

     Following is a summary of the unaudited interim results of operations for
     the years ended December 31, 1999 and 1998 (dollars in thousands, except
     per share data):

                                       38

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
<TABLE>
<CAPTION>
                                                      1999
                                  --------------------------------------------
                                   First   Second    Third    Fourth    Full
                                  Quarter  Quarter  Quarter  Quarter    Year
                                  -------  -------  -------  --------  -------
<S>                               <C>      <C>      <C>      <C>       <C>

     As restated:
     Net revenues                 $52,577   70,781   53,392   37,775   214,525
     Net earnings (loss)              172    5,239      331   (3,253)    2,489
     Earnings (loss) per share
        Basic                     $   .01      .24      .02     (.15)      .12
        Diluted                   $   .01      .24      .02     (.15)      .11

     As previously reported:
     Net revenues                 $57,200   69,368   54,591      N/A       N/A
     Net earnings (loss)            1,660    5,149    2,117      N/A       N/A
     Earnings per share
        Basic                     $   .08      .24      .10      N/A       N/A
        Diluted                   $   .08      .24      .10      N/A       N/A
</TABLE>

     In the fourth quarter of 1999, the Company recorded adjustments to reflect
     changes in the Company's revenue recognition policy with respect to asphalt
     plants (see note 1), reduce the carrying value of inventory, increase
     accrued liabilities for legal contingencies and warranties, and to expense
     incurred due diligence costs related to the termination of a potential
     acquisition. The after tax effect of the fourth quarter adjustments
     decreased net earnings by approximately $1.2 million.

<TABLE>
<CAPTION>
                                                      1998
                                  --------------------------------------------
                                   First    Second    Third   Fourth    Full
                                  Quarter   Quarter  Quarter  Quarter   Year
                                  --------  -------  -------  -------  -------
<S>                               <C>       <C>      <C>      <C>      <C>

     Net revenues                 $44,022    65,892   48,860   46,912  205,686
     Net earnings(loss)           $  (667)    4,368    1,851      665    6,217
     Earnings (loss) per share
        Basic                     $  (.03)      .20      .09      .03      .29
        Diluted                   $  (.03)      .20      .09      .03      .29

</TABLE>

     In the fourth quarter of 1998, the Company recorded adjustments to reduce
     the carrying value of inventory and to increase accrued liabilities for
     legal contingencies. The after-tax effect of the fourth quarter adjustments
     decreased net income by approximately $830,000.

(11) Supplemental Cash Flow Information
     ----------------------------------
     Cash paid for interest approximated $6,734,000, $4,731,000, and $2,804,000
     in 1999, 1998, and 1997, respectively.

     Cash paid for income taxes approximated $554,000, $229,000, and $249,000 in
     1999, 1998, and 1997, respectively.

     A 1997 acquisition (see note 2) included consideration in the form of the
     Company's Voting Class A Common Stock. The fair value of stock issued was
     approximately $375,000.

                                       39

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     In October 1999, the Company acquired Drion Constructie B.V.B.A. The
     consideration paid to the former owner of Drion included shares of the
     Company's Class A Common Stock. The fair value of the stock issued was
     approximately $400,000.

(12) Segment Information
     -------------------
     The Company currently manages its business by operating location. As such,
     the Company identifies its segments based on the geographic locations of
     its manufacturing facilities. The Company has three reportable segments,
     its Oklahoma City, Oklahoma, Canton, South Dakota, and Cedar Falls, Iowa
     manufacturing facilities. The manufacturing facilities manufacture and
     market products in the mobile and materials processing equipment categories
     as well as parts for the products. The specific products manufactured at
     the Oklahoma City plant are as follows: mobile equipment - the Company's
     primary line of concrete paving systems, and pavement profiling and
     reclaiming/ stabilizing equipment, weighing equipment, municipal landfill
     compactors, and industrial and green waste grinding machines; and materials
     processing equipment - hot-mix asphalt production systems, and thermal
     systems for remediating contaminated soils and sanitizing medical waste.
     Both the Canton and Cedar Falls facilities manufacture light weight grading
     and concrete paving and finishing machines, which fall into the mobile
     equipment category. The specific products manufactured at the other
     geographic locations include: custom heavy hauling and heavy-duty trailers
     and processing equipment - concrete batching plants.

     Following is certain financial information regarding the Company's
     segments. The revenues reported below are all from external customers.
     General corporate expenses are not allocated to the operating segments;
     rather, such expenses are included as a reconciling item to reported
     operating earnings.

<TABLE>
<CAPTION>
                                        Oklahoma          Cedar   All
                                          City    Canton  Falls  Other     Total
                                        -----------------------------------------
<S>                                     <C>       <C>     <C>    <C>     <C>

     As of December 31, 1999:
       Total assets                     $180,333   3,841  2,211  29,090   215,475

     Year ended December 31, 1999:
       Net revenues                     $170,950   8,488  3,236  31,851   214,525
       Costs and expenses                157,322   7,008  2,649  31,489   198,468
                                        --------   -----  -----  ------  --------

          Segment measure of
          operating profit              $ 13,628   1,480    587     362    16,057
                                        ========   =====  =====  ======

       General corporate expenses                                          (6,481)
                                                                         --------

          Operating earnings                                                9,576

       Interest expense                                                    (6,573)
       Interest income                                                        980
       Other, net                                                              18
                                                                         --------

          Earnings before income taxes                                      4,001

       Income tax expense                                                   1,512
                                                                         --------

       Net earnings                                                      $  2,489
                                                                         ========

       Capital expenditures             $  4,648     265      9     795     5,717
                                        ========   =====  =====  ======  ========

       Depreciation and amortization    $  3,578      96     82     565     4,321
                                        ========   =====  =====  ======  ========
</TABLE>

                                       40

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
<TABLE>
<CAPTION>
                                          Oklahoma          Cedar   All
                                            City    Canton  Falls  Other     Total
                                          -----------------------------------------
<S>                                       <C>       <C>     <C>    <C>     <C>

     As of December 31, 1998:
       Total assets                       $166,036   4,029  2,205  17,441   189,711

     Year ended December 31, 1998:
       Net revenues                       $161,190   6,132  2,678  35,686   205,686
       Costs and expenses                  146,685   5,171  2,336  32,576   186,768
                                          --------  ------  -----  ------  --------

          Segment measure of
          operating profit                $ 14,505     961    342   3,110    18,918
                                          ========  ======  =====  ======

       General corporate expenses                                            (5,028)
                                                                           --------

          Operating earnings                                                 13,890

       Interest expense                                                      (5,000)
       Interest income                                                          934
       Other, net                                                                35
                                                                           --------

          Earnings before income taxes                                        9,859

       Income tax expense                                                     3,642
                                                                           --------

       Net earnings                                                        $  6,217
                                                                           ========

       Capital expenditures               $ 12,804      58     57     390    13,309
                                          ========  ======  =====  ======  ========

       Depreciation and amortization      $  2,520      87     59     578     3,244
                                          ========  ======  =====  ======  ========


     As of December 31, 1997
       Total assets                       $126,801   3,646  1,693  12,288   144,428

     Year ended December 31, 1997
       Net revenues                       $122,043   6,608  2,571  22,792   154,014
       Costs and expenses                  112,353   5,537  2,236  22,629   142,755
                                          --------  ------  -----  ------  --------

          Segment measure of
          operating profit                $  9,690   1,071    335     163    11,259
                                          ========  ======  =====  ======

       General corporate expenses                                            (4,513)
                                                                           --------

          Operating earnings                                                  6,746

       Interest expense                                                      (2,906)
       Interest income                                                        1,351
       Other, net                                                                 4
                                                                           --------

          Earnings before income taxes                                        5,195

       Income tax expense                                                     2,030
                                                                           --------

       Net earnings                                                        $  3,165
                                                                           ========

       Capital expenditures               $  4,376     344    371     168     5,259
                                          ========  ======  =====  ======  ========

       Depreciation and amortization      $  2,093      63     45     373     2,574
                                          ========  ======  =====  ======  ========
</TABLE>

     The Company has one operating location in the United Kingdom and another in
     Belgium. The United Kingdom location serves as a sales office and has
     approximately $533,000 of assets comprised primarily of inventory,
     receivables, and property, plant and equipment. All remaining assets are
     located in the United States. See note 8 for information on export sales.

                                       41

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     Revenues for products were as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                           1999     1998     1997
                                         --------  -------  -------
<S>                                      <C>       <C>      <C>

       Mobile Equipment                  $ 86,776   78,528   82,349
       Materials Processing Equipment      95,986   95,257   44,806
       Parts and Used Equipment            31,763   31,901   26,859
                                         --------  -------  -------

                                         $214,525  205,686  154,014
                                         ========  =======  =======
</TABLE>

(13) Commitments and Contingencies
     -----------------------------
     The Company and its subsidiaries are parties to various leases relating to
     plants, warehouses, office facilities, transportation vehicles, and certain
     other equipment. Real estate taxes, insurance, and maintenance expenses are
     normally obligations of the Company. It is expected that in the normal
     course of business, the majority of the leases will be renewed or replaced
     by other leases. Leases do not restrict dividends, debt, or future leasing
     arrangements. All leasing arrangements contain normal leasing terms without
     unusual purchase options or escalation clauses. Rent expense was $1,502,000
     in 1999, $1,402,000 in 1998, $715,000 in 1997.

     Minimum rental commitments under all non-cancelable leases for five years
     subsequent to December 31, 1999, are approximately as follows: $751,000 in
     2000, $542,000 in 2001, $454,000 in 2002, $302,000 in 2003, and $267,000 in
     2004.

     At December 31, 1999, the Company was contingently liable as guarantor for
     certain accounts receivable sold with recourse of approximately $6,830,000
     through September 2006.

(14) Litigation
     ----------
     As previously disclosed, on November 22, 1995, a Chicago law firm,
     previously engaged by the Company in connection with prior patent
     litigation, filed suit against the Company seeking to recover approximately
     $1.4 million of legal fees and costs alleged to be owing by the Company,
     together with pre-judgement and post-judgement interest and other costs. In
     March 2000 this case was settled. The effects of the settlement are
     reflected in the Company's financial statements at December 31, 1999.

     Since 1996, the Company has been involved in litigation in the U. S.
     District Court for the Western District of Oklahoma with Cedarapids, Inc.
     The Company sued Cedarapids seeking a declaratory judgement that a patent
     held by Cedarapids is invalid or, in the alternative, that the Company was
     not infringing Cedarapids' patent. Cedarapids subsequently filed a
     counterclaim against the Company and is seeking damages in excess of $43
     million, alleging that the Company's patented Triple Drum Mixer product
     design infringes on a patent held by Cedarapids. In January 1997, the
     District Court issued an order staying this lawsuit

                                       42

<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
================================================================================
     pending the resolution of litigation between Cedarapids and
     Gencor, Industries involving the same patent. This stay was lifted in
     December 1997 upon settlement of patent and other non-related litigation
     between Cedarapids and Gencor, Industries. In July 1999, the court granted
     Cedarapids' motion for partial summary judgement, and ruled that the
     Company's Triple Drum Mixer product design literally infringes certain
     claims of the Cedarapids' patent. The court's judgement is limited to the
     issue of infringement and not the issue of validity. The Company believes
     that Cedarapids' patent is invalid, and thus, that the Triple Drum Mixer
     patent is valid. The Company has, at the court's invitation, filed a motion
     for summary judgement on the issue of validity. The court has not ruled on
     this motion. In the opinion of counsel, Cedarapids' claims are highly
     inflated, and may not be recoverable under various defenses. The Company
     anticipates this lawsuit going to trial in April 2000.

     In September 1998, Cedarapids filed a separate suit against the Company in
     the U. S. District Court for the Northern District of Iowa alleging that
     the Company has infringed upon a second patent held by Cedarapids.
     Cedarapids is seeking damages in excess of $10 million. The Company intends
     to vigorously defend both lawsuits involving Cedarapids. No reserve has
     been established for these cases as of December 31, 1999.

     The Company capitalized approximately $1 million in legal fees incurred
     during 1999 in defense of the Triple Drum patent. These costs will be
     expensed in the case of an unfavorable outcome or amortized over the
     remaining life of the patent if the Company is successful in its defense.

     There are numerous other claims and pending legal proceedings that
     generally involve product liability and employment issues. These cases are,
     in the opinion of management, ordinary matters incidental to the normal
     business conducted by the Company. In the opinion of the Company's
     management after consultation with outside legal counsel, the ultimate
     disposition of such other proceedings will not have a material adverse
     effect on the Company's consolidated financial position, liquidity or
     future results of operations.

(15) Related Party Transactions
     --------------------------
     During 1997, the Company leased a manufacturing facility and offices
     located in Champaign, Illinois from Steve Hillard, the current President of
     CMI Johnson-Ross. This lease was renewed in 1999 and will expire on October
     23, 2004. As renewed, the lease provides for rental payments of $15,000 per
     month. Aggregate lease payments for the years ended December 31, 1999 and
     1998 were $180,000 and $150,000, respectively.

                                       43

<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999

================================================================================

Item 9.   Changes in and Disagreements With Accountants on Accounting and
          ---------------------------------------------------------------
          Financial Disclosure
          --------------------

          Not applicable.

                                   PART III

In accordance with the provisions of General Instruction G(3), Items 10, 11, 12,
and 13 are incorporated herein by reference to the Company's Proxy Statement for
the 2000 Annual Meeting of Shareholders.


                                    PART IV

Item 14.  Exhibits, Consolidated Financial Statement Schedules, and Reports
          ------------------------------------------------------------------
          on Form 8-K
          -----------

(a)  Consolidated Financial Statements and Consolidated Financial Statement
     -----------------------------------------------------------------------
     Schedules
     ---------

1.   Consolidated Financial Statements:
     ----------------------------------

     See Index to Consolidated Financial Statements at Item 8 on Page 20 of this
     Form 10-K.

2.   Consolidated Financial Statement Schedules:
     -------------------------------------------

     Information required by schedules called for under Regulation S-X is either
     not applicable, not material, or is included in the consolidated financial
     statements or notes thereto.

3.   Exhibits
     --------

                                                    Page Number or
Exhibit                                            Incorporation by
Number     Description                               Reference to
------     --------------------                    ----------------

 (3.1)    Amended and Restated Certificate         Exhibit 2 on Form 8-K,
          of Incorporation, as amended             dated February 18, 1992;
                                                   and Exhibit (3i) on Form 10-Q
                                                   dated August 14, 1995

 (3.2)    Amended and Restated By-Laws             Exhibit (3ii) on Form 10-Q,
                                                   dated August 13, 1999

 (4.1)    Series A Senior Notes Loan Agreement     Exhibit 4.1 on Form 10-K
                                                   dated March 19, 1999

 (4.2)    Revolving Line of Credit Loan            Exhibit 4.2 of this Form 10-K
          Agreement and Amendments



                                        44
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999

================================================================================

(4.3)      The registrant, by signing this report,
           agrees to furnish the Securities and
           Exchange Commission, upon its request,
           a copy of any instrument which defines
           the right of holders of long-term debt of
           the registrant and all of its subsidiaries
           for which consolidated or unconsolidated
           financial statements are required to be
           filed, and which authorizes a total amount
           of securities not in excess of 10 percent
           of the total assets of the registrant and
           its subsidiaries on a consolidated basis.

 (10.1)    Employment Agreement dated October 1, 1998  Exhibit 10.1 on
           between the Company and Tom Engelsman.      Form 10-K dated
                                                       March 19, 1999

 (10.2)    Employment Agreement dated October 1, 1998  Exhibit 10.2 on
           between the Company and Jim Holland.        Form 10-K dated
                                                       March 19, 1999

 (10.3)    Consulting Agreement dated August 12, 1999  Exhibit 10.4 on
           Between the Company and George William      Form 10-Q dated
           Swisher, Jr.                                November 15, 1999

 (10.4)    REI Investment Agreement dated August 19,   Exhibit 28.1 on
           1991 between Recovery Equity Investors,     Form 8-K filed
           L. P. and the Company                       on/or about
                                                       September 10, 1991

 (10.5)    Amendment No. 1 to REI Investment           Exhibit 10.5 of this
           Agreement dated November 6, 1998            Form 10-K
           between Recovery Equity Investors,
           L. P. and the Company

 (10.6)    Registration Rights Agreement dated         Exhibit 28.2 on
           August 19, 1991 between Recovery Equity     Form 8-K filed
           Investors, L. P. and the Company            on/or about
                                                       September 10, 1991

 (10.7)    Amendment No. 1 to Registration Rights      Exhibit 10.7 of this
           Agreement dated January 15, 1993 between    Form 10-K
           Recovery Equity Investors, L. P. and
           the Company



                                       45
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999

================================================================================

(21)     Subsidiaries of the Registrant:

                                                      Place of Incorporation
                       Name                           or Organization
                       ----                           ---------------

         CMI Limited Partnership                      Oklahoma
         CMI Sales Co.                                Oklahoma
         Product Support, Inc.                        Oklahoma
         Machinery Investment Corporation             Oklahoma
         CMI International (U.K.), Ltd.               England
         CMI Energy Conversion Systems, Inc.          Oklahoma
         CMI OIL Corporation                          Oklahoma
         CMI Dakota Co.                               South Dakota
         CMI Cedar Falls, Inc.                        Iowa
         Transport Trailer Manufacturing Company      Oklahoma
         Brownwood Ross Company                       Texas
         CMI Johnson Corporation                      Illinois
         CMI Belgium NV                               Belgium
         Drion Constructie B. V. B. A.                Belgium
         R. M. Barton Co., Inc.                       Oklahoma

 (23)    Consent of Independent Auditors              Exhibit 23

 (27)    Financial Data Schedule                      Exhibit 27

 (27.1)  Restated Financial Data Schedule             Exhibit 27.1
         for the first quarter of 1999

 (27.2)  Restated Financial Data Schedule             Exhibit 27.2
         for the second quarter of 1999

 (27.3)  Restated Financial Data Schedule             Exhibit 27.3
         for the third quarter of 1999

(b)  Reports on Form 8-K
     -------------------

       No reports on Form 8-K were filed during the last quarter of 1999.

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:

(Registrant)
CMI CORPORATION

By:  /s/ Tom Engelsman                               Dated: April 7, 2000
     -----------------                                     ---------------
     Tom Engelsman
     Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

By:  /s/ Kenneth J. Barker                           Dated: April 7, 2000
     ---------------------                                 ---------------
     Kenneth J. Barker
     Director

By:  /s/ Joseph J. Finn-Egan                         Dated: April 7, 2000
     -----------------------                               ---------------
     Joseph J. Finn-Egan
     Director


                                       46
<PAGE>

CMI CORPORATION
FORM 10-K
December 31, 1999

================================================================================

By:  /s/ Larry D. Hartzog                   Dated:  April 7, 2000
     --------------------------                   -----------------
     Larry D. Hartzog
     Director

By:  /s/ Jim D. Holland                     Dated:  April 7, 2000
     --------------------------                   -----------------
     Jim D. Holland
     Senior Vice President, Treasurer
     and Chief Financial Officer

By:  /s/ David Jolly                        Dated:  April 7, 2000
     --------------------------                   -----------------
     David Jolly
     Corporate Controller

By:  /s/ Jeffrey A. Lipkin                  Dated:  April 7, 2000
     --------------------------                   -----------------
     Jeffrey A. Lipkin
     Director

By:  /s/ J. Larry Nichols                   Dated:  April 7, 2000
     --------------------------                   -----------------
     J. Larry Nichols
     Director

By:  /s/ Thomas P. Stafford                 Dated:  April 7, 2000
     --------------------------                   -----------------
     Thomas P. Stafford
     Director

By:  /s/ Bill Swisher                       Dated:  April 7, 2000
     --------------------------                   -----------------
     Bill Swisher
     Chairman of the Board



                                       47