<PAGE>   1

                                                                      EXHIBIT 13

ELEVEN-YEAR FINANCIAL AND OPERATING SUMMARY
Ruddick Corporation and Subsidiaries

<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)                 1996             1995             1994           1993(1)
------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>              <C>              <C>
NET SALES
American & Efird                                          $  309,459       $  297,963       $  277,016       $  264,814
Harris Teeter                                              1,833,042        1,711,813        1,578,880        1,412,315
------------------------------------------------------------------------------------------------------------------------
         Total Net Sales                                  $2,142,501       $2,009,776       $1,855,896       $1,677,129
------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
American & Efird                                          $   34,684       $   34,614       $   26,916       $   30,551
Harris Teeter                                                 48,459           42,114           37,032           29,845
------------------------------------------------------------------------------------------------------------------------
         Total Operating Profit                           $   83,143       $   76,728       $   63,948       $   60,396
------------------------------------------------------------------------------------------------------------------------
Net Income                                                $   42,802       $   39,267       $   31,811       $   33,873
Net Income Per Share                                      $      .92       $      .84       $      .67       $      .71
Common Dividend                                           $      .26       $      .25       $      .22       $      .21
------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity                                      $  346,856       $  316,236       $  291,209       $  274,740
Percent Return on Beginning Equity                              13.5%            13.5%            11.6%            13.3%
Book Value Per Share                                      $     7.47       $     6.82       $     6.28       $     5.87
------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
American & Efird                                          $   35,605(2)    $   16,359       $   20,416       $   19,433
Harris Teeter                                                 83,204           81,447           46,349           33,683
Corporate                                                      4,471              399               35               27
------------------------------------------------------------------------------------------------------------------------
         Total Capital Expenditures                       $  123,280       $   98,205       $   66,800       $   53,143
------------------------------------------------------------------------------------------------------------------------
Working Capital                                           $   65,134       $   73,741       $   93,387       $  103,191
Total Assets                                              $  801,702       $  715,318       $  634,599       $  580,807
Long-Term Debt - Including Current Portion                $  164,435       $  128,952       $  109,567       $  104,173
Long-Term Debt as a Percent of Capital Employed                 32.2%            29.0%            27.3%            27.5%
Number of Employees                                           20,100           19,850           18,610           17,120
Number of Beneficial Shareholders
  Including Employee/Owners                                   16,700           14,500           14,100           14,600
Common Shares Outstanding                                 46,461,290       46,373,666       46,352,214       46,036,146
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  53-week year.
(2)  Includes purchase of assets of Threads USA.





12 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   2



<TABLE>
<CAPTION>
         (1)1992           1991             1990             1989            1988(1)            1987             1986
------------------------------------------------------------------------------------------------------------------------
       <S>              <C>              <C>              <C>              <C>              <C>              <C>

       $  243,324       $  208,649       $  199,115       $  190,004       $  181,733       $  146,215       $  108,268
        1,270,430        1,213,127        1,164,445        1,053,467          894,035          798,843          731,639
------------------------------------------------------------------------------------------------------------------------
       $1,513,754       $1,421,776       $1,363,560       $1,243,471       $1,075,768       $  945,058       $  839,907
------------------------------------------------------------------------------------------------------------------------

       $   28,510       $   22,589       $   18,403       $   17,732       $   17,645       $   14,193       $   11,122
           31,067           34,329           32,212           27,444           21,102           16,625            9,001
------------------------------------------------------------------------------------------------------------------------
       $   59,577       $   56,918       $   50,615       $   45,176       $   38,747       $   30,818       $   20,123
------------------------------------------------------------------------------------------------------------------------
       $   30,789       $   26,786       $   24,031       $   20,190       $   18,379       $   14,365       $   13,425
       $      .65       $      .59       $      .55       $      .47       $      .44       $      .35       $      .35
       $      .20       $      .19       $      .18       $      .16       $      .15       $      .12       $      .11
------------------------------------------------------------------------------------------------------------------------
       $  255,403       $  233,566       $  184,371       $  158,921       $  144,727       $  131,511       $  118,736
             13.2%            14.5%            15.1%            14.0%            14.0%            12.1%            12.2%
       $     5.44       $     4.98       $     4.54       $     4.07       $     3.72       $     3.38       $     3.08
------------------------------------------------------------------------------------------------------------------------

       $   16,399       $   11,417       $   15,923       $   14,742       $   17,219       $    6,930       $    4,324
           25,910           30,903           27,376           31,611           31,168           20,281           17,972
            4,039               60            2,323            2,975               81            1,619               62
------------------------------------------------------------------------------------------------------------------------
       $   46,348       $   42,380       $   45,622       $   49,328       $   48,468       $   28,830       $   22,358
------------------------------------------------------------------------------------------------------------------------
       $  105,527       $   79,640       $   74,688       $   60,724       $   52,415       $   57,704       $   42,021
       $  535,407       $  498,458       $  468,295       $  439,104       $  419,465       $  321,463       $  263,779
       $   97,280       $   83,850       $  115,266       $  115,757       $  109,332       $   67,832       $   52,935
             27.6%            26.4%            38.5%            42.1%            43.0%            34.0%            30.8%
           13,720           13,500           13,185           13,100           12,300           10,800            9,390

           12,900           11,400           11,100           11,000           10,500            9,700            8,900
       46,124,798       46,002,708       39,321,300       37,551,972       37,391,660       37,343,772       36,758,408
------------------------------------------------------------------------------------------------------------------------
</TABLE>






                                   1996 Annual Report / RUDDICK CORPORATION / 13
<PAGE>   3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries

RESULTS OF OPERATIONS - FISCAL 1996 COMPARED TO FISCAL 1995

For fiscal year 1996, consolidated sales of $2.14 billion increased 6.6% over
the $2.01 billion reported in fiscal 1995.  Consolidated net income of $42.8
million was up 9% from the $39.3 million reported last year. On a per share
basis, earnings were $.92 for fiscal 1996, an increase of 9.5% when compared to
$.84 reported in fiscal 1995. Fiscal 1996 consolidated operating profit
increased 8.4% led by gains at Harris Teeter.

Net income per share from continuing operations for fiscal 1996 was $.92
compared to $.84 for the prior year. The discontinued operations of the
printing business segment, the assets of which were sold in January, 1996,
generated no significant earnings or loss during the current fiscal year or
comparable prior year.

On June 3, 1996, American & Efird completed the acquisition of certain assets
of Threads USA. The assets included the plants and equipment at four
manufacturing facilities in Gastonia, N.C. and the equipment at one
manufacturing facility in Puerto Rico.


AMERICAN & EFIRD, INC. sales increased 4% over fiscal 1995. This sales increase
was achieved during a period of poor demand for thread due to weak retail sales
of apparel and home furnishings. Gradual improvement in U.S. market conditions
was evidenced toward the 1996 fiscal year end. The purchase of the assets of
Threads USA in the June quarter, by which A&E became the largest U.S.
industrial sewing thread company, contributed $24.8 million to the sales
increase although only four months of sales from this acquisition were
reflected in fiscal 1996. The sales increase was primarily industrial sewing
thread as consumer thread and notions sales recorded a modest decline for the
year. Operating profit of $34.7 million was slightly ahead of last year.
Utilizing sales from the Threads USA acquisition resulted in improved operating
schedules which had a positive impact on operating profit for the year. A&E
responded to the weak demand for thread by exercising tight control of
inventories and operating costs while improving quality and customer service.

Significant progress has been achieved in the operational plan for integrating
Threads USA into A&E, and progress was also made in reducing costs in the
Threads USA facilities. A&E remains focused on integrating the Threads USA
operations into those of A&E. The nature and location of product lines and
facilities of the two companies are enabling A&E to combine and streamline
manufacturing, reduce duplicative general and administrative expenses, and
integrate a qualified, skilled workforce of Threads USA.

Sales by foreign operations comprised 18% of A&E's total sales and 7% of its
operating profit. While not material to the Company's consolidated financial
results, foreign sales and operating profits increased over the prior fiscal
year, with all foreign subsidiaries except Canada and Costa Rica reporting
improved earnings. NAFTA has stimulated growth of apparel manufacturing in
Central and South America. As a result, A&E subsidiaries in Mexico, Costa Rica
and the Dominican Republic are displaying growth and A&E's U.S. production has
benefited from export growth. Additionally, commitments to establishing
operations in China and India should strengthen A&E's position in Asia.





14 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   4
HARRIS TEETER, INC. sales in fiscal 1996 increased 7% over fiscal 1995. Sales
for stores in operation in both periods were ahead 3.9% compared to 6.5% last
year. Sales increases were attributable to customer acceptance of larger, 
new-format stores, strong feature plans, merchandising and advertising, strong
holiday sales, and a 4% increase in store square footage during the year.
Grocery sales were up 6% which accounted for 43% of the sales increase. Dairy,
meat, produce and frozen products had sales increases ranging from 4% to 10%
accounting for 38% of the sales increase.  Operating profit showed an
improvement of 15% over last year, derived mainly from higher sales volume, a
favorable product mix of higher gross margin items, and continued control of
ongoing operating expenses. Preopening expenses associated with aggressive new
store openings and major remodels served to increase operating expenses in the
year. The development of several prototypes of varying sizes permits
right-sizing to specific markets, providing amenities to customers, and
standardizing and reducing construction costs.

At the end of fiscal 1996, 134 stores were in operation, compared to 139 a year
ago. During the year, seven smaller stores in less urban markets were sold at
no significant gain or loss. Nine new larger stores were opened during the
year, four of which were replacement stores, and three smaller stores were
closed. Four of the stores closed in fiscal 1996 were closed under a previously
announced marketing strategy for which a restructuring reserve of $5.3 million
before taxes was established in fiscal 1993. Charges incurred in fiscal 1996
against this reserve were $1.5 million. A cumulative total of $3.1 million has
been charged for all periods to date. The plan called for the replacement of an
anticipated 12 smaller, less competitive stores with larger stores offering
increased variety and drawing from a larger marketing area, with related store
closings occurring through fiscal year 1996. Management anticipates that the
remaining charges associated with the closed stores will be incurred through
fiscal year 2000. Management expects that the effect on operating results of
any fiscal year and on liquidity will not be material.


OTHER EFFECTS ON RESULTS OF OPERATIONS

During the second fiscal 1996 quarter, the Company elected to begin paying
directly to its ESOP employee-shareholders the cash dividends on ESOP shares
instead of accumulating such dividends within the ESOP Trust. Favorable tax
treatment of the ESOP dividend pass-through under the applicable income tax
statutes along with favorable tax attributes of Company owned life insurance
reduced the effective income tax rate of the Company. The favorable tax
attributes of COLI were significantly diminished as of January 1, 1996 as a
result of recently enacted federal legislation which will phase-out interest
deductions on policy loans by January 1, 1999. The tax benefits of both the
COLI and the ESOP dividends are subject to the potential of adverse future tax
legislation, if any.

On January 23, 1996, certain assets of Jordan Graphics, Inc. were sold to The
Reynolds and Reynolds Company. The revenues of the discontinued operations for
the fiscal year prior to the sale were $17.3 million. The operating results for
the fiscal year were not significant. The Company retained certain land and
buildings, which assets have been valued at the lower of cost or net realizable
value. Substantially all the value of assets of Jordan was realized during the
fiscal year by collection or sale, except for the Charlotte, N.C. plant site
which is leased to Reynolds on a 10-year term. The disposition had no
significant impact on the consolidated earnings or the financial condition of
Ruddick. The business forms segment is reported as discontinued operations.





                                   1996 Annual Report / RUDDICK CORPORATION / 15
<PAGE>   5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries


Ruddick Investment Company, a subsidiary of the Company, has redefined its
business. Emphasis will be on the development of selected sites for Harris
Teeter stores. Venture capital investment holdings will continue to be managed
but future equity investment will be limited. Due to continued growth of the
American & Efird and Harris Teeter businesses, Ruddick Investment's relative
size to the consolidated Company has declined. As a result, Ruddick Investment
is no longer considered an operating company. Effective with the beginning of
fiscal year 1996, and for all comparable periods, the Harris Teeter retail site
activities of Ruddick Investment were assigned to the retail business segment
for financial reporting; and other activities, to the Parent Company as "other
administrative expense."


RESULTS OF OPERATIONS - FISCAL 1995 COMPARED TO FISCAL 1994

For fiscal year 1995, consolidated net sales of $2.01 billion increased 8.3%
from $1.86 billion generated in fiscal 1994. Consolidated 1995 net income of
$39.3 million was up 23% from the $31.8 million reported last year. On a per
share basis, earnings were $.84 for fiscal 1995, an increase of 25% when
compared to $.67 in fiscal 1994.

As a result of the January 23, 1996 sale of certain assets of Jordan Graphics,
Inc., all financial statement categories have been restated to reflect the
printing business segment as discontinued operations. Net income from
continuing operations in fiscal 1995 of $39.1 million increased 20% from $32.7
million in fiscal 1994. Per share earnings from continuing operations in fiscal
1995 were $.84 compared to $.69 in fiscal 1994. Earnings per share reflect a
two-for-one split of the common stock effected in the form of a 100% stock
dividend in fiscal 1995. Fiscal 1995 consolidated operating profit increased
20% led by gains at both American & Efird and Harris Teeter.


AMERICAN & EFIRD, INC. sales increased 8% over fiscal 1994. Sales increases
were recorded in most major domestic market segments, particularly as a result
of a relatively strong apparel trade over most of the year, and in export and
international markets except Canada. Thread and notion sales increased 8% and
represented 98% of all sales by A&E. This sales increase resulted primarily
from additional business from existing customers, greater domestic market share
and growth in foreign markets. Strong sales demand allowed A&E to consistently
operate on a five day or more manufacturing schedule. This generated very
favorable operating efficiencies and enhanced operating profit, which increased
29% over last year. However, rising raw material prices in the last half of the
year resulted in increasing pressure on margins, although cost reductions and
operating efficiencies offset most of these price increases. In the fourth
quarter, weak retail sales of apparel and home furnishings caused A&E's
customers to drastically reduce production. As a result, thread demand abated
and through the fall, sales were near or below levels of a year ago. While
profits in Canada and Mexico were below the prior year, total international
operating profit increased slightly.


HARRIS TEETER, INC. sales in fiscal 1995 increased 8% over fiscal 1994. Sales
of stores in operation in both periods were ahead 6.5% compared to 7.5% the
prior year. Same-store sales growth rates declined from the prior year as more
stores passed the first anniversary of the switch to 24-hour operations. Sales
increases were attributable to strong feature-oriented merchandising,
additional operating





16 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   6
hours and an 8.7% increase in store square footage during the year. Grocery
sales were up 9%, which accounted for 53% of the sales increase. Dairy, meat,
produce and frozen products had sales increases ranging from 2% to 14%,
accounting for 31% of the sales increase. Operating profit showed improvement
as increased gross profit, derived mainly from higher sales volume and a good
product mix of higher gross margin items, more than offset an increase of 15%
in operating expenses. Operating expenses as a percentage of sales were up less
than 1.4%. Additionally, Harris Teeter's first Atlanta, Georgia store which
opened in fiscal 1994 became profitable during fiscal 1995. The Columbia, South
Carolina market continued to show improvement in part as a result of store
remodels. Both of these markets generated increased sales and more efficient
store operations.

At fiscal year end, 139 stores were in operation, the same number as the prior
year. Eleven new stores were opened during fiscal 1995 replacing eleven older
stores thereby closed. Seven of those stores were closed under the marketing
strategy for which a restructuring reserve of $5.3 million before taxes was
established in fiscal 1993. The resulting charges in 1995 were $1.5 million. A
cumulative total of $1.6 million has been charged in all periods to date for
nine store replacements. Harris Teeter continues to incur liability for rent
expense for six of those stores. The plan calls for the replacement of an
anticipated 12 smaller, less competitive stores with larger stores offering
increased variety and drawing from a larger marketing area, with related store
closings planned to occur through fiscal 1996. Management anticipates that on
average approximately half of the charges associated with each store closing
will be incurred in the year of closing and the balance within four years
thereafter. Management expects that the effect on operating results in any
fiscal year and on liquidity will not be material, and that capital resources
will be adequate to complete such restructuring.


CAPITAL RESOURCES AND LIQUIDITY

Ruddick has an overall financial goal of earning at least a 15% return on
beginning shareholders' equity. In fiscal 1996, the return on beginning equity
was 13.5%, the same as in the prior year. At the same time, Ruddick seeks to
limit long-term debt so as to constitute no more than 40% of capital employed,
which includes long-term debt and shareholders' equity. As of the end of fiscal
1996, this percentage was 32.2%, an increase from last year's 29.0%.

The Company's principal source of liquidity has been revenue from operations.
The Company also has the ability to borrow up to an aggregate of $100 million
under established revolving lines of credit with three banks. The maximum
amount outstanding under these credit facilities during fiscal 1996 was $100
million, and $48.6 million was outstanding at year end. The majority of the
borrowings under Ruddick's revolving credit facilities were used for capital
expenditures, including American & Efird's acquisition of certain assets of
Threads USA. Borrowings and repayments under these revolving credit facilities
are of the same nature as short-term credit lines; however, due to the nature
and terms of the agreements allowing up to five years for repayment, all
borrowings under these facilities are classified as long-term debt.

On March 1, 1996, the Company executed an unsecured $50 million 6.48% Senior
Promissory Note, due March 1, 2011 with The Prudential Insurance Company of
America (Prudential). Proceeds from this note were used to reduce the amount
borrowed under the





                                   1996 Annual Report / RUDDICK CORPORATION / 17
<PAGE>   7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries


revolving lines of credit. Also on March 1, 1996, a non-committed $50 million
Private Shelf Facility was executed with Prudential. Neither the Company nor
Prudential is committed or required to fulfill on the terms of the Private
Shelf Facility. No borrowings under this $50 million Private Shelf Facility had
been undertaken as of September 29, 1996.

Working capital as of the fiscal years ended 1996, 1995 and 1994 was $65.1
million, $73.7 million and $93.4 million, respectively. Most of the $8.6
million decrease in fiscal 1996 from fiscal 1995 was the result of the
disposition of the business forms segment and increases in accrued liabilities
of continuing operations. The current ratio was 1.3 at September 29, 1996, and
at October 1, 1995.

Covenants in certain of the Company's long-term debt agreements limit the total
indebtedness that the Company may incur.  Management believes that the limit on
indebtedness does not significantly restrict the Company's liquidity and that
such liquidity is adequate to meet foreseeable requirements.

In fiscal 1996, capital expenditures were $123 million, which included the
purchase of certain assets of Threads USA. In fiscal 1997, capital expenditures
are expected to be not more than $151 million. In order to complete the
integration of Threads USA and to further modernization and expansion, American
& Efird expects to spend $47 million. In the very competitive Southeast U.S.
grocery market, Harris Teeter has capital expenditure plans totaling $104
million. The Harris Teeter estimate includes the fiscal 1997 opening of 14 new
stores, of which five are replacements, and the closing of four stores. New
store markets include one new store in Virginia, three in Atlanta, Georgia, one
in Nashville, Tennessee, and four in North Carolina. Additionally, the
expansion of Harris Teeter's two distribution centers to meet distribution
capacity requirements for the foreseeable future is estimated to require $30
million in fiscal 1997 and $13 million in fiscal 1998. Management expects that
internally generated funds, supplemented by available borrowing capacity, will
be adequate to finance such expenditures.


OTHER MATTERS

During the fiscal year 1996, the Company announced to its shareholders the
adoption of a Dividend Reinvestment and Stock Purchase Plan available to all
shareholders of record.

The foregoing discussion contains some forward-looking statements about the
Company's financial condition and results of operations, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof.  The Company
undertakes no obligation to publicly revise these forward-looking statements to
reflect events and circumstances that arise after the date hereof.

Factors that might cause actual results to differ materially from these
forward-looking statements include (1) the passage of future tax legislation
that could have an adverse impact on the tax benefits of the COLI and the ESOP
dividends, (2) management's ability to accurately predict the adequacy of the
Company's present liquidity to meet future requirements, and (3) changes in the
Company's capital expenditures, new store openings and store closings.





18 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   8
CONSOLIDATED BALANCE SHEETS
Ruddick Corporation and Subsidiaries
September 29, 1996, and October 1, 1995


<TABLE>
<CAPTION>
(Dollars in thousands)                                                                           1996             1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>
Assets
CURRENT ASSETS
Cash and Cash Equivalents                                                                     $ 21,033         $ 18,959
Accounts Receivable, Less Allowance For Doubtful
  Accounts: 1996 - $1,398; 1995 - $1,727                                                        70,809           57,906
Inventories                                                                                    183,649          177,395
Other Current Assets                                                                            22,569           32,131
Net Assets of Discontinued Operations                                                              413           13,063
------------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                                  298,473          299,454
------------------------------------------------------------------------------------------------------------------------
PROPERTY
Land and Buildings                                                                             109,999           96,143
Machinery and Equipment                                                                        462,102          400,708
Leasehold Improvements                                                                         113,850           92,833
Assets Under Capital Leases                                                                      1,920            1,920
------------------------------------------------------------------------------------------------------------------------
         Total, at Cost                                                                        687,871          591,604
Accumulated Depreciation and Amortization                                                      277,304          252,077
------------------------------------------------------------------------------------------------------------------------
         Property, Net                                                                         410,567          339,527
------------------------------------------------------------------------------------------------------------------------
INVESTMENTS AND OTHER ASSETS
Investments                                                                                     29,841           28,729
Other Assets                                                                                    62,821           47,608
------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                         $801,702         $715,318
========================================================================================================================

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Notes Payable                                                                                 $  7,118         $  5,852
Current Portion of Long-term Debt                                                                5,247            9,192
Dividends Payable                                                                                3,252            6,491
Accounts Payable                                                                               134,780          143,537
Federal and State Income Taxes                                                                   1,945             (253)
Accrued Compensation                                                                            34,677           28,911
Accrued Interest                                                                                20,530           13,623
Other Accrued Liabilities                                                                       25,790           18,360
------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                             233,339          225,713
------------------------------------------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Long-term Debt                                                                                 159,188          119,760
Deferred Income Taxes                                                                           43,598           34,527
Other Liabilities                                                                               18,721           19,082
------------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies
------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common Stock -- Shares Outstanding:
  1996 - 46,461,290; 1995 - 46,373,666                                                          55,599           54,816
Retained Earnings                                                                              293,654          262,921
Cumulative Translation Adjustments                                                              (2,397)          (1,501)
------------------------------------------------------------------------------------------------------------------------
         Shareholders' Equity                                                                  346,856          316,236
------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Shareholders' Equity                                           $801,702         $715,318
========================================================================================================================
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.





                                   1996 Annual Report / RUDDICK CORPORATION / 19
<PAGE>   9
STATEMENTS OF CONSOLIDATED INCOME AND RETAINED EARNINGS
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended September 29, 1996, October 1, 1995, and 
October 2, 1994


<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)                                  1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>              <C>
Net Sales                                                                  $2,142,501       $2,009,776       $1,855,896
------------------------------------------------------------------------------------------------------------------------
Cost of Sales                                                               1,556,216        1,479,339        1,394,688
Selling, General and Administrative Expenses                                  503,142          453,709          397,260
------------------------------------------------------------------------------------------------------------------------
Operating Profit                                                               83,143           76,728           63,948
------------------------------------------------------------------------------------------------------------------------
Net Interest Expense                                                           12,155           10,480            8,329
Other Administrative Expense                                                    9,102            7,327            4,119
------------------------------------------------------------------------------------------------------------------------
Income From Continuing Operations Before Taxes                                 61,886           58,921           51,500
Taxes                                                                          19,160           19,839           18,826
------------------------------------------------------------------------------------------------------------------------
Income From Continuing Operations                                              42,726           39,082           32,674
Income (Loss) From Discontinued Operations Net of Taxes                            76              185             (863)
------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     42,802           39,267           31,811
Retained Earnings at Beginning of Fiscal Year                                 262,921          235,219          213,389
------------------------------------------------------------------------------------------------------------------------
         Total                                                                305,723          274,486          245,200
------------------------------------------------------------------------------------------------------------------------
Dividends:
Preference -- 1994: $.38 a share                                                   --               --               27
Common -- 1996: $.26 a share; 1995: $.25 a share;
    1994: $.22 a share                                                         12,069           11,565            9,954
------------------------------------------------------------------------------------------------------------------------
         Total Dividends                                                       12,069           11,565            9,981
------------------------------------------------------------------------------------------------------------------------
Retained Earnings at End of Fiscal Year                                    $  293,654       $  262,921       $  235,219
========================================================================================================================
Net Income Per Share:
Income From Continuing Operations                                          $      .92       $      .84       $      .69
Income (Loss) From Discontinued Operations                                         --               --             (.02)
------------------------------------------------------------------------------------------------------------------------
Net Income Per Share                                                       $      .92       $      .84       $      .67
========================================================================================================================
</TABLE>


The accompanying notes to consolidated financial statements are an integral
part of these statements.





20 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   10
STATEMENTS OF CONSOLIDATED CASH FLOWS
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended September 29, 1996, October 1, 1995, and 
October 2, 1994


<TABLE>
<CAPTION>
(Dollars in thousands)                                                          1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income                                                                   $ 42,802         $ 39,267          $31,811
Non-cash Items Included in Net Income
   Depreciation                                                                48,275           41,888           37,920
   Deferred Taxes                                                               6,863             (215)           2,566
   Restructuring Charge                                                        (1,512)          (1,480)             (82)
   Other, Net                                                                   2,902            5,286            3,605
Decrease (Increase) in Accounts Receivable                                    (12,903)          (2,634)          (2,999)
Decrease (Increase) in Inventories                                             (6,254)          (2,881)          (9,415)
Decrease (Increase) in Other Current Assets                                    11,466          (13,903)          (3,683)
Increase (Decrease) in Current Liabilities                                     11,874           37,860           28,958
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                     103,513          103,188           88,681
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Discontinued Activities                                   12,650            2,538              289
------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Capital Expenditures                                                         (123,280)         (98,205)         (66,800)
Cash Proceeds from Sale of Property                                             4,127              126              973
COLI, Net                                                                      (9,098)          (9,345)          (8,265)
Other, Net                                                                    (10,668)           1,985           (2,693)
------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                        (138,919)        (105,439)         (76,785)
------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from Long-term Borrowings                                             44,950           25,777           11,400
Payments of Principal on Long-term Debt                                        (8,285)          (5,408)          (5,624)
Dividends Paid                                                                (12,069)         (11,565)          (9,981)
Other, Net                                                                        234           (4,663)          (5,841)
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities                            24,830            4,141          (10,046)
------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents                                           2,074            4,428            2,139
Cash and Cash Equivalents at Beginning of Year                                 18,959           14,531           12,392
------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year                                     $ 21,033         $ 18,959          $14,531
------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest                                                                     $ 11,201         $ 11,357          $ 8,455
Income Taxes                                                                 $ 11,056         $ 23,959          $16,295
========================================================================================================================
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.





                                   1996 Annual Report / RUDDICK CORPORATION / 21
<PAGE>   11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Ruddick Corporation and its wholly owned operating companies, American & Efird,
Inc. and Harris Teeter, Inc., collectively referred to herein as the Company.
Jordan Graphics, Inc. is included in consolidation as a discontinued business
segment. All material intercompany amounts have been eliminated.


CASH EQUIVALENTS

For purposes of the statements of consolidated cash flows, the Company
considers all highly liquid cash investments purchased with a maturity of three
months or less to be cash equivalents.


INVENTORIES

Inventories are valued at the lower of cost or market with the cost of
substantially all inventories being determined using the last-in, first-out
(LIFO) method. The LIFO cost of such inventories was $19,047,000 ($19,215,000)
less than the first-in, first-out (FIFO) cost method at September 29, 1996
(October 1, 1995).


PROPERTY AND DEPRECIATION

Property is at cost and is depreciated, using principally the straight-line
method, over the following useful lives:

<TABLE>
         <S>                                                       <C>
--------------------------------------------------------------------------------
         Land improvements                                         10-40 years
         Buildings                                                 10-50 years
         Machinery and equipment                                    3-20 years
--------------------------------------------------------------------------------
</TABLE>

Leasehold improvements are depreciated over the lesser of the estimated useful
life or the remaining term of the lease.  Assets under capital leases are
amortized on a straight-line basis over the lesser of 20 years or the lease
term.  Maintenance and repairs are charged against income when incurred.
Expenditures for major renewals, replacements and betterments are added to
property. The cost and the related accumulated depreciation of assets retired
are eliminated from the accounts; gains or losses on disposal are added to or
deducted from income.


INVESTMENTS

The Company holds a financial position in certain shopping centers in which
Harris Teeter, Inc., is an anchor tenant.  Additionally, it makes loans to and
equity investments in a number of emerging growth companies, as well as
selected publicly traded companies. Financial investments are carried at the
lower of cost or market. In management's opinion, the net aggregate carrying
value of financial instruments of $7,335,000 and $7,690,000 held for investment
approximated their aggregate fair values at September 29, 1996 and October 1,
1995, respectively.





22 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   12
OTHER ASSETS

Other assets include cash surrender value of Company owned life insurance
(COLI), investment in unconsolidated foreign subsidiaries and various
acquisition costs. The cash surrender value of life insurance is recorded net
of policy loans.  The net life insurance expense, including interest expense of
$18,564,000 in 1996, $12,845,000 in 1995 and $5,761,000 in 1994, is included in
other administrative expense in the statements of consolidated income and
retained earnings.  Acquisition costs allocated to other assets, including
favorable lease rights, are being amortized over 10-15 years.


INCOME TAXES

Ruddick and its subsidiaries file a consolidated federal income tax return. Tax
credits are recorded as a reduction of federal income taxes in the years in
which they are utilized. Deferred tax liabilities or assets at the end of each
period are determined using the tax rate expected to be in effect when taxes
are actually paid or recovered.  Accordingly, income tax expense will increase
or decrease in the same period in which a change in tax rates is enacted.


PER SHARE AMOUNTS

Primary and fully diluted net income per share amounts were determined based on
the weighted average number of shares of common stock and common stock
equivalents (non-cumulative, voting $.56 convertible preference stock and stock
options) outstanding. The weighted average primary shares outstanding were
46,618,950 in 1996, 46,536,346 in 1995 and 47,193,122 in 1994. Common stock
equivalents had no material effect on the per share amounts in 1996, 1995 and
1994.


DISCONTINUED OPERATIONS

On January 23, 1996, the assets of the business forms segment were sold under a
plan of disposition established during the first fiscal quarter of 1996. The
Company retained certain land and buildings, which assets have been valued at
the lower of cost or net realizable value. The revenues of the discontinued
operation were $17,293,000 (16 weeks), $60,991,000, and $52,541,000 in fiscal
1996, 1995 and 1994, respectively. Operating profits (losses) were $123,000,
$336,000 and ($1,432,000) for the same respective periods.


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 amounts could differ from those estimates.





                                   1996 Annual Report / RUDDICK CORPORATION / 23
<PAGE>   13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries


RECLASSIFICATIONS

To conform with classifications adopted in the current year, the financial
statements for prior years reflect certain reclassifications, which have no
effect on net income.


LEASES

The Company leases certain equipment under agreements expiring during the next
six years. Harris Teeter leases most of its stores under leases that expire
during the next 22 years. It is expected that such leases will be renewed by
exercising options or replaced by leases of other properties. Most store leases
provide for additional rentals based on sales, and certain store facilities are
sublet under leases expiring during the next 11 years. Rent expenses were as
follows:

<TABLE>
<CAPTION>
(In thousands)                                                 1996             1995             1994
-------------------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>              <C>
Operating Leases:
Minimum                                                      $43,282          $36,111          $33,923
Contingent                                                     1,175            1,277              971
-------------------------------------------------------------------------------------------------------
Total                                                        $44,457          $37,388          $34,894
-------------------------------------------------------------------------------------------------------
</TABLE>

Future minimum lease commitments at September 29, 1996 (excluding leases
assigned or expected to be assigned - see below) were as follows:

<TABLE>                                      
<CAPTION>                                    
                                                                                       CAPITAL        OPERATING
(In thousands)                                                                          LEASES         LEASES
----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>
1997                                                                                    $  268         $ 46,427
1998                                                                                       268           44,904
1999                                                                                       268           42,774
2000                                                                                       268           41,284
2001                                                                                       268           39,106
Later years                                                                                476          395,558
----------------------------------------------------------------------------------------------------------------
       Total minimum lease payments                                                     $1,816         $610,053
----------------------------------------------------------------------------------------------------------------
Less amount representing interest
  (Store premises, 6.75%-10.25%, store equipment, 8%-15%)                                  921
----------------------------------------------------------------------------------------------------------------
Present value of minimum lease obligations                                                 895
Less current portion                                                                        93
----------------------------------------------------------------------------------------------------------------
Long-term capital lease obligations                                                     $  802
----------------------------------------------------------------------------------------------------------------
       Total minimum sublease rentals to be received under noncancelable subleases                     $  2,842
----------------------------------------------------------------------------------------------------------------
</TABLE>

In connection with the closing of certain store locations, Harris Teeter has
assigned leases to other merchants with recourse. These leases expire over the
next 13 years, and the future minimum lease payments of $13,819,000 over this
period have been assumed by these merchants. In addition, Harris Teeter leases
certain store locations which are not currently in use but are expected to be
assigned to other merchants. These leases expire over the next 16 years, and
the future minimum lease payments related to these locations total $19,686,000
(approximating $2,175,000 per year for each of the next five years).





24 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   14
LONG-TERM DEBT

Long-term debt at September 29, 1996 and October 1, 1995 was as follows:

<TABLE>
<CAPTION>
(In thousands)                                                                                  1996             1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>
8.57% Term Note due $1,167 quarterly through May 2007                                         $ 50,167         $ 54,833
6.48% Senior Note due March 2011                                                                50,000               --
Revolving line of credit, variable rate, due February 2001                                      48,600           62,100
5.7% Term Note due April 1996 - Repaid in l996                                                      --            2,666
Industrial revenue bond, variable rate, due November 2000                                        2,500            2,500
Industrial revenue bond due August 1997 - Repaid in l996                                            --              542
Obligations under capital leases and other                                                      13,168            6,311
------------------------------------------------------------------------------------------------------------------------
       Total                                                                                   164,435          128,952
       Less current portion                                                                      5,247            9,192
------------------------------------------------------------------------------------------------------------------------
       Total long-term debt                                                                   $159,188         $119,760
------------------------------------------------------------------------------------------------------------------------
</TABLE>

Long-term debt maturities, excluding obligations under capital leases, in each
of the next five fiscal years are as follows: 1997 - $5,152,000; 1998 -
$7,429,000; 1999 - $5,116,000; 2000 - $4,962,000; 2001 - $7,327,000.
Additionally, in fiscal 2001 the revolving line of credit ($48,600,000 as of
September 29, 1996) would mature; however, management expects to obtain the
one-year extension of term upon receipt of the mutual consent of lenders under
the "evergreen" provisions of the loan agreement.

During fiscal 1995, the Company increased its revolving line of credit with
three banks to $100,000,000. During 1996 (l995) the maximum outstanding
borrowing under the revolving line of credit was $100,000,000 ($78,600,000) and
the average for the 364 days outstanding was $70,562,000 ($61,817,000). The
daily weighted average interest rate (a variable rate related to the current
published CD rate) was 5.9% (6.7%) and a commitment fee of 1/8% of the unused
line is charged.

During fiscal 1996, the Company executed an unsecured $50,000,000 6.48% Senior
Promissory Note, due March 1, 2011, with a major insurance company. Proceeds
from the Note were used to reduce the amount borrowed under the revolving line
of credit. At the same time, a non-committed $50,000,000 Private Shelf Facility
was executed with the same insurance company. As of September 29, 1996, no
commitments had been initiated under the Private Shelf Facility.

In management's opinion, the recorded amounts of the fixed rate obligations of
the Company approximate their fair value at September 29, 1996 and October 1,
1995 based on borrowing rates then available to the Company for loans with
similar terms and maturities.

Various loan agreements provide, among other things, for maintenance of minimum
levels of consolidated shareholders' equity. At September 29, 1996,
consolidated tangible net worth exceeded by $58,578,000 the balance which,
under the most restrictive provisions, must be maintained through September 28,
1997. The requirement shall increase annually by 40% of consolidated net income
for such year.

Total interest expense on long-term debt was $12,748,000, $10,649,000 and
$8,563,000 in 1996, 1995 and 1994, respectively.





                                   1996 Annual Report / RUDDICK CORPORATION / 25
<PAGE>   15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries


CAPITAL STOCK

The capital stock of the Company authorized at September 29, 1996 was 1,000,000
shares of Additional Preferred, 4,000,000 shares of Preference-noncumulative
$.56 convertible, voting ($10 liquidation value), and 75,000,000 shares of
Common.

Changes in shares issued and outstanding and in shareholders' equity accounts
other than retained earnings are summarized as follows:

<TABLE>
<CAPTION>
                                                              PREFERENCE-NONCUMULATIVE
                                                                $.56 CONVERTIBLE (1)                   COMMON

(In thousands except share amounts)                           Shares            Amount        Shares            Amount
<S>                                                          <C>                 <C>        <C>                 <C>
------------------------------------------------------------------------------------------------------------------------
Balance at October 3, 1993                                    97,286             $486       46,036,146          $62,523
------------------------------------------------------------------------------------------------------------------------
   Preference conversion                                     (95,170)            (476)         761,360              476
   Shares issued under exercised stock options                    --               --          299,330            1,684
   Shares purchased and retired                               (2,116)(1)          (10)        (744,622)          (7,370)
   Tax effect of disqualifying option stocks                      --               --               --              307
------------------------------------------------------------------------------------------------------------------------
Balance at October 2, 1994                                         0             $  0       46,352,214          $57,620
------------------------------------------------------------------------------------------------------------------------
   Shares issued under exercised stock options                    --               --          704,052            3,639
   Shares purchased and retired                                   --               --         (682,600)          (6,952)
   Tax effect of disqualifying option stocks                      --               --               --              471
   Other                                                          --               --               --               38
------------------------------------------------------------------------------------------------------------------------
Balance at October 1, 1995                                         0             $  0       46,373,666          $54,816
------------------------------------------------------------------------------------------------------------------------
   Shares issued under exercised stock options                    --               --           94,424              661
   Tax effect of disqualifying option stocks                      --               --               --              117
   Other                                                          --               --           (6,800)               5
------------------------------------------------------------------------------------------------------------------------
Balance at September 29, 1996                                      0             $  0       46,461,290          $55,599
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of May 23, 1994, the remaining 2,116 shares of $.56 Preference stock
     were called for redemption. The redemption price was $10.10 per share 
     inclusive of the pro rata dividend of $.10 per share.

During fiscal 1995, the Company declared a two-for-one split of the common
stock effected in the form of a 100% stock dividend. All common stock and per
share data included in the consolidated financial statements and footnotes have
been restated to reflect the stock split.

The 1982, 1988, 1993 and 1995 incentive stock option plans authorized options
for 4,000,000 shares of common stock. The plans provide that options may be
granted at 100% of the fair market value of the shares on the date of grant. At
the discretion of the Company, a stock appreciation right may be granted and
exercised in lieu of the exercise of the related option (which is then
forfeited). Under the plans, as of September 29, 1996, the Company may grant
additional options for the purchase of 936,600 shares.





26 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   16
A summary of the option transactions for the years ended September 29, 1996,
October 1, 1995 and October 2, 1994 follows:

<TABLE>
<CAPTION>
                                                              1996                      1995                     1994
-----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>                      <C>          
Options outstanding, beginning of year                       696,384                 1,364,062                1,446,992
Options granted                                              573,000                   124,000                  240,000
Options exercised                                             97,600                   756,878                  299,330
Options canceled or forfeited                                 56,000                    34,800                   23,600
Options outstanding, end of year                           1,115,784                   696,384                1,364,062
Options exercisable, end of year                             297,984                   403,584                1,027,262
Exercise price                                  $5 15/64 - $11 15/16      $5 15/64 - $11 11/32     $5 15/64 - $11 11/32
</TABLE>

One preferred share purchase right is attached to each outstanding share of
common stock, which rights expire on November 15, 2000. Each right entitles the
holder to purchase one four-hundredth of a share of a new Series A Junior
Participating Additional Preferred Stock at $26.25. The rights will become
exercisable only under certain circumstances related to a person or group
acquiring or offering to acquire a substantial portion of the Company's common
stock. If certain additional events then occur, each right would entitle the
rightholder to acquire common stock of the Company, or in some cases of an
acquiring entity, having a value equal to twice the exercise price. Under
certain circumstances, the Board of Directors may exchange all or part of the
outstanding rights at an exchange ratio per right of one share of common stock,
or one four-hundredth of a share of Series A Junior Participating Additional
Preferred Stock, or may redeem each right at a price of $.0025. There are
200,000 shares of Series A Junior Participating Additional Preferred Stock
reserved for issuance upon exercise.

INCOME TAXES

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
(In thousands)                                                                  1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>              <C>
CURRENT
Federal                                                                       $10,509          $15,844          $12,990
State and other                                                                 2,486            3,983            3,599
------------------------------------------------------------------------------------------------------------------------
                                                                               12,995           19,827           16,589
------------------------------------------------------------------------------------------------------------------------
DEFERRED
Federal                                                                         5,196             (151)           2,134
State and other                                                                   969              163              103
------------------------------------------------------------------------------------------------------------------------
                                                                                6,165               12            2,237
------------------------------------------------------------------------------------------------------------------------
Provision for income taxes                                                    $19,160          $19,839          $18,826
------------------------------------------------------------------------------------------------------------------------
</TABLE>

Income from foreign operations before income taxes in fiscal 1996, 1995 and
1994 was $1,390,000, $560,000 and $1,020,000, respectively.





                                   1996 Annual Report / RUDDICK CORPORATION / 27
<PAGE>   17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries


Income tax expense differed from an amount computed by applying the statutory
tax rates to pre-tax income as follows:

<TABLE>
<CAPTION>
(In thousands)                                                                  1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>              <C>
Income tax on pre-tax income at the statutory federal rate of 35%             $21,660          $20,622          $18,025
Increase (decrease) attributable to:
State and other income taxes, net of federal income tax benefit                 1,802            2,826            1,959
Company owned life insurance                                                   (4,261)          (3,646)          (2,020)
Other items, net                                                                  (41)              37              862
------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                            $19,160          $19,839          $18,826
------------------------------------------------------------------------------------------------------------------------
</TABLE>

The tax effects of temporary differences giving rise to the Company's
consolidated deferred tax liability at September 29, 1996 and October 1, 1995
are as follows:

<TABLE>
<CAPTION>
(In thousands)                                                                                   1996             1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>
DEFERRED TAX ASSETS
Employee benefits                                                                             $  6,215         $  6,129
Reserves not currently deductible                                                                6,426            6,649
Other                                                                                            1,835            3,011
------------------------------------------------------------------------------------------------------------------------
         Total deferred tax assets                                                            $ 14,476         $ 15,789
------------------------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES
Property, plant and equipment$(46,996)$(41,884)
Other capitalized costs                                                                         (3,094)          (3,272)
Other                                                                                           (6,134)          (6,216)
------------------------------------------------------------------------------------------------------------------------
         Total deferred tax liabilities                                                       $(56,224)        $(51,372)
------------------------------------------------------------------------------------------------------------------------
</TABLE>





28 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   18
INDUSTRY SEGMENT INFORMATION

The Company operates primarily in two businesses: textiles - American & Efird,
and retail grocery (including the real estate and store development activities
of the Company ) - Harris Teeter. American & Efird manufactures sewing thread
for the apparel and other markets. Harris Teeter operates a regional chain of
supermarkets.

Summarized information for fiscal 1996, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
                                                                              RETAIL
(in millions)                                                TEXTILES       GROCERY(1)      CORPORATE(2)    CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>                 <C>           <C>
1996
------------------------------------------------------------------------------------------------------------------------
Net Sales                                                     $309.5         $1,833.0                          $2,142.5
------------------------------------------------------------------------------------------------------------------------
Gross Profit                                                    93.9            492.4                             586.3
------------------------------------------------------------------------------------------------------------------------
Operating Profit                                                34.7             48.4                              83.1
------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End                                   $263.5         $  476.9            $61.3         $  801.7
Depreciation and Amortization                                   11.8             35.2              1.3             48.3
Capital Expenditures                                            35.6(3)          83.2              4.5            123.3

1995
------------------------------------------------------------------------------------------------------------------------
Net Sales                                                     $298.0         $1,711.8                          $2,009.8
------------------------------------------------------------------------------------------------------------------------
Gross Profit                                                    87.4            443.0                             530.4
------------------------------------------------------------------------------------------------------------------------
Operating Profit                                                34.6             42.1                              76.7
------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End                                   $214.1         $  437.2            $64.0         $  715.3
Depreciation and Amortization                                   11.0             29.3              1.6             41.9
Capital Expenditures                                            16.4             81.4               .4             98.2

1994
------------------------------------------------------------------------------------------------------------------------
Net Sales                                                     $277.0         $1,578.9                          $1,855.9
------------------------------------------------------------------------------------------------------------------------
Gross Profit                                                    77.7            383.5                             461.2
------------------------------------------------------------------------------------------------------------------------
Operating Profit                                                26.9             37.0                              63.9
------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End                                   $206.5         $  365.6            $62.5         $  634.6
Depreciation and Amortization                                   10.0             26.6              1.3             37.9
Capital Expenditures                                            20.4             46.4               --             66.8
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Retail Grocery Assets Employed include $22,131,000, $19,080,000 and
     $20,957,000 in 1996, 1995 and 1994, respectively, related to store
     investment activities of the Company for the development of retail sites.
(2)  Corporate Assets Employed include the net cash surrender value of Company 
     owned life insurance and the net assets of discontinued operations.
(3)  Includes the purchase of certain assets of Threads USA.





                                   1996 Annual Report / RUDDICK CORPORATION / 29
<PAGE>   19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries


QUARTERLY INFORMATION (UNAUDITED)

The following table sets forth certain financial information, the high and low
sales prices and dividends declared for the common stock for the periods
indicated. The Company's common stock is listed and traded on the New York
Stock Exchange. As of September 29, 1996, there were 1,943 holders of record of
common stock.

<TABLE>
<CAPTION>
                                                                FIRST         SECOND          THIRD         FOURTH
(In millions, except per share data)                           QUARTER        QUARTER        QUARTER        QUARTER
<S>                                                             <C>            <C>            <C>            <C>
1996
------------------------------------------------------------------------------------------------------------------------
Operating Results
Net Sales                                                       $529.7         $522.3         $532.6         $557.9
Net Income                                                         8.1            9.5           13.6           11.6
Net Income Per Share                                               .17            .21            .29            .25
Dividend Per Share - Common                                        .06            .06            .07            .07
Market Price Per Common Share
      High                                                          14 1/8         13 1/4         15 1/4         14
      Low                                                            9 5/8         10 5/8         12 1/4         11 1/4

1995
------------------------------------------------------------------------------------------------------------------------
Operating Results
Net Sales                                                       $493.6         $493.8         $510.2         $512.2
Net Income                                                         8.3           10.3           11.3            9.4
Net Income Per Share                                               .17            .23            .24            .20
Dividend Per Share - Common                                        .03            .04            .04            .14(1)
Market Price Per Common Share
      High                                                          10 1/4         10 11/16       10 15/16       13 7/8
      Low                                                            8 1/2          9 3/8          9 5/8         10 7/16
</TABLE>

(1) Includes $.08 extra dividend in fiscal 1995.



COMMITMENTS AND CONTINGENCIES

Substantially all domestic full-time employees of the Company and its
subsidiaries participate in non-contributory, defined benefit pension plans.
Employees in foreign subsidiaries participate to varying degrees in local
pension plans, which, in the aggregate, are not significant. Employee
retirement benefits are a function of both the years of service and
compensation for a specified period of time before retirement. The Company's
current funding policy is to contribute annually the minimum amount required by
regulatory authorities.





30 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE>   20
The following table sets forth the defined benefit plans' funded status and
amounts recognized in the Company's consolidated balance sheets at September 
29, 1996 and October 1, 1995:

<TABLE>
<CAPTION>
(In thousands)                                                                                   1996             1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>               <C>
Actuarial present value of benefit obligations:
Vested benefits                                                                               $ 71,585          $64,984
Non-vested benefits                                                                              2,934            2,507
------------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligations                                                                 74,519           67,491
Effect of projected future compensation levels                                                  19,612           20,026
------------------------------------------------------------------------------------------------------------------------
Projected benefit obligations                                                                   94,131           87,517
Plans' assets at fair market value                                                              72,642           69,951
------------------------------------------------------------------------------------------------------------------------
Projected benefit obligations in excess of plans' assets                                       (21,489)         (17,566)
Unrecognized net asset at September 30, 1985,
   net of amortization, being amortized over 15-20 years                                         1,935            2,330
Unrecognized net loss due to past experience
   different from assumptions made                                                             (12,412)         (12,234)
------------------------------------------------------------------------------------------------------------------------
Unfunded accrued pension cost                                                                 $(11,012)         $(7,662)
------------------------------------------------------------------------------------------------------------------------
</TABLE>


The plans' assets consist primarily of U. S. government securities, corporate
bonds, cash equivalents and domestic equities, all managed by two banks. The
contribution payable was $ 6,986,000 and $ 2,039,000 at September 29, 1996 and
October 1, 1995, respectively.

In 1996 and 1995, an 8% weighted average discount rate and a 5% rate of increase
in future payroll costs were used in determining the actuarial present value of 
the projected benefit obligations. The expected long-term rate of return on 
assets was 8% for both years.

Pension expense for defined benefit plans for fiscal 1996, 1995 and 1994
included the following components:

<TABLE>
<CAPTION>
(In thousands)                                                                  1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>              <C>
Benefits earned by employees                                                   $4,033           $3,835           $3,822
Interest on projected benefit obligations                                       7,135            6,608            5,934
Actual return on plan assets                                                   (4,635)          (7,134)           2,546
Net amortization and deferral                                                  (1,143)           1,873           (7,045)
------------------------------------------------------------------------------------------------------------------------
Net pension expense                                                            $5,390           $5,182           $5,257
------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company also has an Employee Stock Ownership Plan (ESOP) and a
profit-sharing plan. Expenses under these plans were as follows:

<TABLE>
<CAPTION>
(In thousands)                                                                  1996             1995             1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>              <C>
ESOP                                                                           $7,866           $7,651           $5,205
Profit-sharing                                                                  1,699            1,652              866
------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company is involved in various lawsuits and environmental matters arising
in the normal course of business.  Management believes that such matters will
not have a material effect on the financial condition or results of operations
of the Company.


See "Leases" for additional commitments and contingencies.





                                   1996 Annual Report / RUDDICK CORPORATION / 31
<PAGE>   21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Ruddick Corporation and Subsidiaries



To the Board of Directors of Ruddick Corporation


We have audited the accompanying consolidated balance sheets of Ruddick
Corporation (a North Carolina corporation) and subsidiaries as of September 29,
1996, and October 1, 1995, and the related statements of consolidated income
and retained earnings and consolidated cash flows for each of the three years
in the period ended September 29, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Ruddick
Corporation and subsidiaries as of September 29, 1996, and October 1, 1995, and
the results of their operations and their cash flows for each of three years in
the period ended September 29, 1996, in conformity with generally accepted
accounting principles.




                                                             ARTHUR ANDERSEN LLP


Charlotte, North Carolina,
October 24, 1996.





32 / RUDDICK CORPORATION / 1996 Annual Report