CONFORMED
                                                                      ---------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                             -----------------

                                       OR

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

                         COMMISSION FILE NUMBER 0-11579

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

                DELAWARE                                 31-0600670
      -------------------------------              -----------------------
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                  Identification No.)

          4770 Hickory Hill Road
           Memphis, Tennessee                              38141
        -----------------------                         -----------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (901) 363-8030

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

                                                    Name of each exchange
             Title of each class                     on which registered
          -------------------------                  -------------------
                 None                                        None

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

                                  COMMON STOCK

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. [ X ]

                   INDEX TO EXHIBITS at page 42 of this Report
                   -----------------


<PAGE>









Aggregate market value of  outstanding  shares of Common
      Stock,  par value $.10, held by  non-affiliates of
      the Company on December 31, 2000 (for purposes of
      this calculation,  1,803,263 shares beneficially
      owned by directors and executive officers of the
      Company were treated as being held by affiliates
      of the Company) ............................................   $87,308,009


Number of shares of Common Stock, par value $.10,
      outstanding at the close of business on December 31, 2000  .....20,939,265






                       DOCUMENT INCORPORATED BY REFERENCE
                       ----------------------------------

TBC  Corporation's  Proxy Statement for its Annual Meeting of Stockholders to be
held on April 25, 2001.  Definitive  copies of the Proxy Statement will be filed
with the Commission  within 120 days after the end of the Company's fiscal year.
Only such portions of the Proxy  Statement as are  specifically  incorporated by
reference  under Part III of this Report  shall be deemed  filed as part of this
Report.

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
















                                       -2-


<PAGE>





                                     PART I

Item 1. BUSINESS
        --------

           TBC  Corporation's  business  began in 1956  under the name  Cordovan
Associates, Incorporated. The Company was incorporated in Delaware in 1970 under
the name THE Tire and Battery Corporation. In 1983, the Company changed its name
to TBC Corporation.

           TBC and its wholly-owned  subsidiaries are principally engaged in the
marketing and distribution of tires in the automotive  replacement  market.  The
Company believes it is the largest independent  marketer/distributor  of private
brand replacement tires in the United States.

           Until 2000,  substantially all of the Company's business consisted of
the wholesale  distribution  of tires.  In June 2000, the Company  acquired Tire
Kingdom,  Inc.  ("Tire  Kingdom"),  which  operates  retail tire and  automotive
service centers in the southeastern United States. This acquisition  represented
the Company's first significant entry into the retail  distribution of tires. As
a result of the Tire Kingdom acquisition, the Company's financial statements now
include information about two reportable  segments:  wholesale tire distribution
and  retail  tire  distribution.  See  Note  13 to  the  consolidated  financial
statements included in this Report.

           Unless the context indicates otherwise,  the term "Company" refers to
TBC Corporation and its subsidiaries, taken as a whole.

Wholesale Tire Distribution
---------------------------

           The wholesale  tire  distribution  segment of the Company's  business
(the  Company's   "Wholesale   Business")  consists  of  all  of  the  Company's
operations,  other than the retail  business  conducted by Tire Kingdom.  During
2000,  the  Company's   Wholesale  Business  included  sales  of  the  Company's
proprietary Cordovan(R), Multi-Mile(R) and Sigma(R) brand tires marketed through
a network of distributors who operate under written distributor  agreements with
the Company.  These  distributors  resell the Company's products to retailers or
through retail outlets  primarily  consisting of  independent  tire dealers.  In
addition,  the Company's Wholesale Business included sales by Big O Tires, Inc.,
the Company's  wholly-owned  subsidiary  ("Big O"), of its  proprietary Big O(R)
brand tires and other tires.

           Tires marketed under the Company's  proprietary  brand trademarks are
manufactured   for  the  Company  by  leading   manufacturers.   The   Company's
Cordovan(R),  Multi-Mile(R), Sigma(R) and Big O(R) brand lines of tires are four
of the most complete lines in the replacement tire market for automobiles, light
trucks and sport  utility  vehicles.  The Company also  distributes  tires under
other brands for automobile,  truck,  sport utility vehicle,  farm,  industrial,
recreational and other applications.

                                       -3-


<PAGE>






           Big O franchises  retail tire and  automotive  service stores located
primarily in the western and  midwestern  United States and sells Big O(R) brand
tires and other tires to these  franchisees.  At December 31, 2000,  the Company
had a total of 462 Big O  stores,  including  436  franchisee-owned  stores,  16
stores owned by joint ventures in which the Company has an equity interest,  and
10 stores  owned by the  Company.  Big O  products  are also sold by Big O to 30
unaffiliated  retail  stores  in  British  Columbia,  Canada.  Big  O  franchise
agreements  grant a ten-year  license to sell Big O brand tires and to use Big O
trademarks  and trade  secrets in the  operation of a retail store at a specific
location  within a defined trade area.  With the exception of retail tire stores
converting to the Big O franchise system,  each franchisee is required to pay an
initial franchise fee. All franchisees are required to pay monthly royalty fees.

Retail Tire Distribution
------------------------

           The retail tire distribution  segment of the Company's  business (the
Company's "Retail Business") consists of the retail operations conducted by Tire
Kingdom.

           At the end of 2000, Tire Kingdom  operated a total of 163 retail tire
and automotive service centers in the southeastern United States, an increase of
15 stores  compared to the 148 Tire Kingdom  stores which were in operation when
the Company  acquired  Tire Kingdom in June 2000.  Tire Kingdom  markets a broad
selection  of  tires  under  nationally-advertised  brands and  private  brands,
including  the Company's  own Sigma(R)  brand.  Tire  Kingdom's  retail  centers
provide full service tire replacement including tire balancing, wheel alignment,
extended  service  programs and  warranties,  and also perform  maintenance  and
mechanical services such as brake repairs,  suspension system  replacement,  and
oil changes.

Products and Suppliers
----------------------

           Sales of tires accounted for approximately 89% of the Company's total
sales in 2000,  93% in 1999,  and 95% in 1998.  The  remainder of the  Company's
sales include tubes,  wheels, and other products for the automotive  replacement
market.  In 2000, sales also included tire and mechanical  services  rendered by
Tire Kingdom during the seven months following its acquisition.

           The Company  purchases its products,  in finished form, from a number
of major rubber  companies  and other  suppliers to the  automotive  replacement
market. In the case of tires bearing the Company's trademarks,  the Company owns
many of the molds in which they are made.

           The Goodyear Tire & Rubber Company manufactured more than half of the
tires purchased by the Company in 2000,  pursuant to a supply agreement  entered
into in 1977 and a  10-year  commitment  signed  in 1994.  This  ongoing  supply
relationship  began  in 1963  with The  Kelly-Springfield  Tire  Company  as the
supplier.  Kelly-Springfield  later became a wholly-owned subsidiary of Goodyear
and was ultimately merged into Goodyear in December 1996. The Company also has a
10-year supply  agreement,  signed in 1994, with Cooper Tire and Rubber Company,
its second-largest supplier. In addition, the Company has written contracts with
certain other suppliers.

                                       -4-


<PAGE>



           From time to time,  the tire industry has faced  shortages  affecting
the  availability of particular  sizes of tires,  for reasons such as production
difficulties,  labor  unrest,  and  recalls.  As an example,  as a result of the
Firestone ATX Wilderness  tire recalls during 2000,  tires were not  immediately
available in  sufficient  quantities  to replace all recalled  tires.  While the
Company  has not  been  immune  from  difficulties  in  purchasing  products  in
quantities desired,  the Company believes that its long-term  relationships with
its primary  suppliers  have been  beneficial  in  minimizing  the impact of any
shortages existing in the industry.  Despite the Company's past experiences,  if
either of its two largest  suppliers  significantly  curtailed its manufacturing
for the Company or if tires from either supplier were unavailable, the Company's
business would be adversely affected pending the establishment of new, alternate
suppliers.  There are, however,  a number of other large tire manufacturers on a
worldwide basis.

Trademarks
----------

           In addition to its Cordovan(R), Multi-Mile(R), Sigma(R), Big O(R) and
Tire Kingdom(R)  trademarks,  the Company also holds federal  registrations  for
trademarks such as Grand Prix(R), Grand Am(TM), Grand Spirit(R), Wild Spirit(R),
Aqua Flow(R), Wild Country(R),  Wild Trac(R),  Supreme(TM),  Stampede(R),  Power
King(R),  Harvest  King(R),  Big  Foot(R),  Legacy(R),   Prestige(R),   and  Sun
Valley(R).

           The  ability  to  offer  products  and  services  under   established
trademarks  represents  an  important  marketing  advantage  in  the  automotive
replacement industry,  and the Company regards its trademarks as valuable assets
of its business.

Customers
---------

           The Company's ten largest  customers (all in its Wholesale  Business)
accounted  for 24% of the  Company's  consolidated  sales in 2000.  No  customer
individually  accounted for 10% or more of the Company's  consolidated  sales in
2000.

           The loss of any major customer in the Wholesale Business could have a
material adverse effect upon this segment and the Company's business as a whole,
pending the  establishment  of a  replacement  customer to market the  Company's
products.  See Note 2 to the  consolidated  financial  statements and Item 13 of
this Report for additional information concerning major customers.

           Sales  to  domestic  customers   represented  95%  of  the  Company's
consolidated  sales in 2000,  96% in 1999, and 95% in 1998. The remainder of the
Company's sales was attributable to customers located outside the United States,
principally in Mexico and Canada.

Seasonality and Inventory
-------------------------

           The Company  normally  experiences  its highest level of sales in the
third quarter of each year, with the first quarter  exhibiting the lowest level.
Since 1996, first quarter sales have represented, on the average,  approximately
21% of annual sales; the second quarter and third quarters approximately 24% and
29%,  respectively;  and the fourth  quarter  approximately  26%.  These  levels
represent the Company's  experience in that part of its business which is now in
the  Wholesale  Business  segment;  however,  the  Company  does not  expect the
seasonality in its Retail Business segment to be materially different.

                                       -5-


<PAGE>







           Orders  for the  Company's  products,  except  for those  sold in the
Retail  Business  segment,  are usually  placed  with the  Company by  computer,
facsimile,  or  telephone.  These orders are filled  either out of the Company's
inventory or by direct shipment to the customer from the  manufacturers'  plants
at the Company's request.

           Since  customers  look to the Company to fulfill their needs on short
notice,  the Company  maintains a large  inventory of tires and other  products,
both for its  Wholesale  Business  and its  Retail  Business  segments.  Average
inventories,  based on  quarter-end  levels on hand and in transit,  were $160.3
million during 2000. The Company's inventory turn rate (cost of sales, including
the cost of direct shipments from manufacturers to customers, divided by average
inventory) was 4.4 for 2000.

Competition
-----------

           The industry in which the Company operates is highly competitive.  In
the case of the Company's Wholesale Business,  many of the Company's competitors
are significantly larger and have greater financial and other resources than the
Company.  These  competitors  include the Company's own suppliers and other tire
manufacturers,  other wholesale tire distributors, as well as mass merchandisers
and retailers with sufficient purchasing power to command wholesale prices.

           The  Company  believes  its  Wholesale  Business  is able to  compete
successfully  because of its ability to offer quality products under proprietary
brand names, its efficient  distribution  systems,  its good  relationships with
distributors,  franchisees,  and suppliers,  and its established presence in the
markets it serves.

           Competition in retail  replacement tire sales is based primarily upon
market  presence in a specific  geographic  area.  In the case of the  Company's
Retail  Business,  Tire Kingdom had 145 retail  stores in Florida as of December
31, 2000 and is one of the leading tire  retailers in the State of Florida.  Its
market position outside the State of Florida varies depending upon the location.
Competitors include stores operated by tire manufacturers,  other retail outlets
such as warehouse clubs,  chains and mass  merchandisers,  and other independent
tire  dealers,  some of whom  are  customers  or who buy from  customers  of the
Company's Wholesale Business.

Employees
---------

           As of December 31, 2000,  the Company  employed  approximately  2,900
persons, of which approximately 2,000 were employed by Tire Kingdom. None of the
Company's  employees are represented by a union,  and the Company  considers its
employee relations to be satisfactory.

                                       -6-


<PAGE>






Item 2.  PROPERTIES
         ----------

           TBC   Corporation's   executive   offices  are  located  in  Memphis,
Tennessee,  along with two of its warehouse distribution facilities. The Company
has a total of 33 warehouse distribution facilities,  totaling approximately 3.6
million square feet,  located in 14 states across the United States. The Company
owns its executive office building and four of its distribution facilities.  The
remainder of the distribution  facilities,  totaling  approximately  2.9 million
square feet, are leased. All of the stores operated by Big O are leased.

           Approximately   205,000  square  feet  of  the  Company's   warehouse
distribution  facilities  are utilized for the  Company's  Retail  Business.  In
addition,  all of the retail tire and service  centers  operated by Tire Kingdom
are leased.

Item 3.  LEGAL PROCEEDINGS
         -----------------

           The  Company is  involved  in  various  legal  proceedings  which are
routine to the conduct of its business, none of which is believed to be material
to the Company. Some of these proceedings involve personal injury lawsuits based
upon alleged defects in products sold by the Company.  The Company believes that
in  substantially  all  such  product  liability  cases,  it is  covered  by its
manufacturers'  indemnity agreements or product liability insurance. The Company
also  maintains  its own product  liability  insurance,  as well as coverage for
damages, workmanship and repairs relative to its retail operations.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

           None.

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

           The table which follows presents certain  information  concerning the
executive officers of the Company.  The term of office of all executive officers
of the Company is until the next Annual Meeting of Directors (April 25, 2001) or
until their respective successors are elected.

                                                 Capacities in which
                                                   Individual Serves
      Name               Age                          the Company
      ----               ---                      -------------------

Lawrence C. Day           51         President and Chief Executive Officer

Thomas W. Garvey          46         Executive Vice President, Chief Financial
                                     Officer and Treasurer

Kenneth P. Dick           54         Executive Vice President, Sales

Larry D. Coley            43         Vice President, Corporate Controller and
                                     Assistant Secretary



                                       -7-


<PAGE>







     Mr. Day has been the Company's Chief  Executive  Officer since October 1999
and  President  since  October  1998.  Mr.  Day  served as the  Company's  Chief
Operating  Officer  from the time he joined the  Company in April 1998 until his
election as Chief Executive Officer.  Mr. Day was an Executive Vice President of
the Company prior to his election as President.  Mr. Day was President and Chief
Executive  Officer of Monro  Muffler  Brake,  Inc.  from 1995 to 1998.  Prior to
joining  Monro in 1993,  Mr. Day was Vice  President of  Montgomery  Ward's Auto
Express  Division.  His  experience in the tire industry  includes 13 years in a
series of managerial positions with the Firestone Tire & Rubber Company.

     Mr. Garvey has been Executive Vice President,  Chief Financial  Officer and
Treasurer of the Company  since January  2001.  From 1993 to January  2001,  Mr.
Garvey was Executive Vice President and Chief Financial Officer of Tire Kingdom,
which TBC  acquired in June 2000.  Prior to joining  Tire  Kingdom,  Mr.  Garvey
served as Audit  Consultant  for Phar-Mor,  Inc. and as Executive Vice President
and Chief Financial Officer of Fisher Scientific Company.

     Mr. Dick has been the Company's  Executive Vice President Sales since April
2000. From 1988 until his election as Executive Vice President,  Mr. Dick served
as Senior Vice  President  Sales of the Company.  From 1982 until 1988, Mr. Dick
was the Company's Vice  President of Sales.  Mr. Dick joined the Company in 1971
and served in a number of sales  management  positions  prior to his election as
Vice President.

     Mr. Coley has been a Vice President of the Company since 1993 and Corporate
Controller and Assistant Secretary since April 1999. Mr. Coley was Controller of
the Company  from 1989 to April 1999.  Mr.  Coley joined the Company in 1984 and
served in a number of financial  management  positions  prior to his election as
Controller.


















                                       -8-


<PAGE>







                                     PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           -------------------------------------------------
           STOCKHOLDER MATTERS
           -------------------

       The Common  Stock of the  Company is traded on The  Nasdaq  Stock  Market
under the symbol TBCC.  As of December 31, 2000,  the Company had  approximately
3,700  stockholders  based on the number of holders of record and an estimate of
the number of individual participants represented by security position listings.
Historically,  the  Company has not paid cash  dividends  and the Company has no
intention  to do so in  the  foreseeable  future.  In  addition,  the  Company's
short-term and long-term credit facilities  restrict its ability to declare cash
dividends (see Note 6 to the consolidated financial statements).

       The following table sets forth for the periods indicated the high and low
sale prices for the Company's Common Stock on the Nasdaq National Market System.

                                                        Price Range
                                                        -----------
                                                    High            Low
                                                    ----            ---

              Quarter ended
              -------------

                03/31/99............                $7.63           $5.50

                06/30/99............                 8.00            5.69

                09/30/99............                 8.38            6.75

                12/31/99............                 7.13            5.44

                03/31/00............                 6.38            4.56

                06/30/00............                 6.25            4.50

                09/30/00............                 6.25            4.25

                12/31/00............                 5.00            3.88






                                       -9-


<PAGE>






Item 6.    SELECTED FINANCIAL DATA
           -----------------------

          Set forth below is selected  financial  information of the Company for
each  year in the  five-year  period  ended  December  31,  2000.  The  selected
financial  information  should  be read in  conjunction  with  the  consolidated
financial  statements of the Company and notes thereto which appear elsewhere in
this Report.  Specific  reference  should be made to the discussions of the 2000
acquisition  of  Tire  Kingdom,  Inc.  in Note 3 to the  consolidated  financial
statements  and  the  1998  acquisition  of  Carroll's,  Inc.  in Note 4 to such
financial statements. Information regarding the 1996 acquisition of Big O Tires,
Inc. was included in Note 4 to the consolidated financial statements included in
Form 10-K for the year ended  December 31, 1998. The Company did not declare any
cash dividends during the five-year period ended December 31, 2000.
<TABLE>
<CAPTION>

                                                                       Year ended December 31,
                                                       ----------------------------------------------------

                                                         2000       1999       1998       1997       1996
                                                       --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>
INCOME STATEMENT DATA (1):
--------------------------

Net sales ..........................................   $902,740   $743,050   $646,135   $642,852   $604,585

EBITDA  (2) ........................................     53,456     44,674     40,926     44,984     35,694

Net income .........................................     18,724     17,939     16,894     19,700     15,499

Earnings per share (3) .............................        .88        .85        .75        .84        .65

Average shares and
   equivalents outstanding .........................     21,191     21,189     22,481     23,571     23,840



BALANCE SHEET DATA (1):
-----------------------

Total assets .......................................   $450,633   $348,373   $333,790   $264,948   $253,882

Working capital ....................................    156,644    113,669    108,251    130,414    117,980

Long-term debt .....................................    113,531     47,000     59,653     67,647     69,550

Stockholders' equity ...............................    174,052    156,382    138,431    134,187    119,805

</TABLE>



(1)       In thousands, except per share amounts.

(2)       Earnings before interest, income taxes, depreciation and amortization.

(3)       Basic and diluted.



                                      -10-


<PAGE>





Item 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              -------------------------------------------------
              CONDITION AND RESULTS OF OPERATIONS
              -----------------------------------

RESULTS OF OPERATIONS

2000 Compared to 1999:
----------------------

              As a result of the Company's  acquisition  of Tire  Kingdom,  Inc.
("Tire  Kingdom")  in  June  2000  (see  Note  3 to the  consolidated  financial
statements),  the Company's financial statements for the year ended December 31,
2000  include   information   about  two  business   segments:   wholesale  tire
distribution,  which  includes all of the  Company's  operations  other than the
retail business conducted by Tire Kingdom (the "Wholesale Business"); and retail
tire  distribution,  which consists of the Tire Kingdom retail  operations  (the
"Retail  Business").  See Note 13 to the consolidated  financial  statements for
segment information. The results of operations for 2000 include results for Tire
Kingdom for the seven months  following  the  acquisition  and thus there were a
number of significant  changes in income  statement items between the years 2000
and 1999.

              Net sales for 2000 increased  21.5% from the 1999 level.  Sales of
tires accounted for  approximately 89% of total sales in 2000 compared to 93% in
1999.  Unit tire  shipments  increased  11.2% in 2000 and the average tire sales
price  increased  4.4%,  due largely to the  addition of tire units sold by Tire
Kingdom and the higher  percentage of volume  represented  by retail sales.  The
addition of the Retail  Business  also led to a reduction in the  percentage  of
total sales  attributable to tires in 2000,  because the revenue from mechanical
and maintenance  services performed by the retail stores is included in non-tire
sales.  Excluding the results of Tire Kingdom,  net sales  increased  2.2%,  due
principally  to a 1.5%  increase in unit tire volume and a 1.0%  increase in the
average tire sales price.  Industrywide pricing pressures,  prevalent throughout
most of the last several years, continued throughout 2000.

              Cost of sales as a percentage of net sales decreased from 82.6% in
1999 to 78.0% in 2000, due primarily to the addition of the Retail Business. The
gross margin  percentages on retail sales are generally  higher than on sales by
the Company's Wholesale Business. Excluding the impact of Tire Kingdom, the cost
of sales as a percentage of net sales was relatively unchanged, at 82.4% in 2000
versus 82.6% in 1999.

              Distribution  expenses as a percentage of net sales decreased from
6.2%  in 1999  to  5.4%  in  2000.  Excluding  Tire  Kingdom,  which  has  lower
warehousing and product delivery costs than the Wholesale Business, distribution
expenses were 6.1% of net sales in 2000. The 1999 expenses included $1.2 million
in expenses  connected  with a revised  logistics  plan for the  Company's Big O
subsidiary.  The plan  involved  the closing of one  facility and the opening of
four new  distribution  facilities  (see  Note 5 to the  consolidated  financial
statements).  Excluding  the  impact  of  the  expenses  related  to  the  Big O
logistical changes, distribution expenses in 1999 were also 6.1% of net sales.

              Selling,  administrative and retail store expenses increased $62.0
million in 2000  compared  to 1999,  due  principally  to the effect of the Tire
Kingdom acquisition.  The expenses for Tire Kingdom totaled $59.9 million during
the period  following  the  acquisition  and  included  payroll,  operating  and
service-related  costs for the retail  stores,  in addition to other selling and
administrative  expenses.  Excluding the expenses of Tire  Kingdom,  selling and
administrative  expenses in 2000 increased only $2.1 million,  or 4.6%, from the
1999 level.  Expenses in 2000  included  approximately  $1.2 million  related to
certain management restructuring.

                                      -11-


<PAGE>






              The provision for doubtful  accounts and notes in 1999 was greater
than in 2000, due to a $4.6 million charge recorded in 1999 in conjunction  with
a note  receivable  from a former  distributor  which  had been the  subject  of
litigation  since 1989 (see Note 14 to the consolidated  financial  statements).
Excluding  that  charge and the  impact of Tire  Kingdom  on 2000  results,  the
provision  for  doubtful  accounts and notes was only 0.13% of net sales in 2000
and 0.07% of net sales in 1999.

              Net interest  expense  increased $3.7 million from the 1999 level,
reflecting  a $3.9  million  increase  related to  short-term  borrowings  and a
decline of  $217,000  related to  long-term  borrowings.  The  greater  interest
associated with short-term  borrowings was due to the combined effects of higher
borrowing  levels and higher  interest rates,  both of which were  significantly
affected by borrowings to fund the Tire Kingdom acquisition.  Average short-term
borrowings  totaled  $86.9  million in 2000  compared to $51.0  million in 1999.
Average short-term  interest rates, which were also affected by overall economic
conditions, increased from 6.2% in 1999 to 8.3% in 2000.

              Net other income in 2000 was $2.0  million less than in 1999.  The
1999  total  included  a net  gain  of $2.6  million  from  the  sale of a Big O
distribution  center  in  conjunction  with  the  previously-mentioned   revised
logistics plan. (See Note 5 to the consolidated  financial statements.) The 2000
total  included  improved  results from joint  ventures in which the Company has
equity interests.

              The Company's  effective tax rate  increased from 38.7% in 1999 to
39.7% in 2000, due largely to the impact of non-deductible  goodwill  associated
with the Tire Kingdom acquisition.

              Earnings per share in 2000 totaled $0.88 and included a net charge
of $0.04 as a result of the previously-noted  management restructuring expenses.
Earnings per share in 1999 were $0.85,  which included a net charge of $0.10 for
the aforementioned  $4.6 million note receivable charge, the gain on the sale of
the Big O  distribution  facility and the costs of  relocating to four new Big O
distribution centers.  Excluding the effects of these items, earnings were $0.92
per  share  in 2000  compared  to  $0.95  per  share in  1999.  The  decline  in
year-to-year  adjusted earnings was largely  associated with the higher interest
expense noted above.

1999 Compared to 1998:
----------------------

              As a  result  of the  Company's  acquisition  of  Carroll's,  Inc.
("Carroll's")  on November  19, 1998 (see Note 4 to the  consolidated  financial
statements),  there were a number of  significant  changes  in income  statement
items between the years 1999 and 1998.  Carroll's,  a wholesale  distributor  of
tires and  automotive  products  in the  Southeast,  was the  Company's  largest
customer  and  also  was  classified  as a  related  party  in the  consolidated
financial statements prior to the acquisition.

              Net sales for 1999 increased  15.0% from the 1998 level.  Sales of
tires accounted for  approximately 93% of total sales in 1999 compared to 95% in
1998.  Unit tire  shipments  increased  9.3% in 1999 and the average  tire sales
price  increased  3.8%, due  principally to the positive impact of the Carroll's
acquisition.  Excluding the net contribution of the Carroll's acquisition on the
year-to-year  comparisons,  net sales increased 3.9%, including the effects of a
3.4%  increase in unit tire  volume,  a 1.0%  decrease in the average tire sales
price,  and an  increase  in  non-tire  sales  compared  to the 1998  level.  An
industrywide  trend  of  lower  prices,  prevalent  throughout  most of the last
several years, persisted in 1999.

                                      -12-


<PAGE>






              Cost of sales as a percentage of net sales decreased from 84.1% in
1998 to 82.6% in 1999,  due  primarily to the positive  impact of the  Carroll's
acquisition  on  consolidated  profit  margins.  Excluding the net effect of the
Carroll's acquisition, cost of sales as a percentage of net sales was relatively
unchanged from the 1998 level.

              Distribution  expenses as a percentage of net sales increased from
5.3% in 1998 to 6.2% in  1999.  The  1999  expenses  included  $1.2  million  in
expenses  connected  with a revised  logistics plan for Big O, which resulted in
the closing of one facility and the opening of four new distribution  facilities
(see Note 5 to the  consolidated  financial  statements).  The  remainder of the
increase was largely due to the greater labor and warehousing  costs  associated
with  servicing  the  customers of Carroll's  compared to much of the  Company's
other customer base.  Excluding the net effect of the Carroll's  acquisition and
the expenses related to the Big O logistical changes, distribution expenses were
5.3% of net sales in 1999.

              Selling,  administrative  and retail store expenses increased $9.7
million in 1999  compared to 1998,  due  largely to the effect of the  Carroll's
acquisition. (Prior to the acquisition of Tire Kingdom in June 2000, this income
statement item included only selling and administrative expenses.) Excluding the
expenses  of  Carroll's,  selling and  administrative  expenses  increased  $3.0
million,  or 8.6%, from the 1998 level due  principally to increased  retirement
and compensation expenses, related in part to higher staffing levels in 1999.

              The increased provision for doubtful accounts and notes was due to
the $4.6 million charge  recorded in 1999 in conjunction  with a note receivable
from a former  distributor  which had been the subject of litigation since 1989.
See Note 14 to the consolidated financial statements.

              Net interest  expense  increased $1.7 million from the 1998 level.
Interest related to short-term borrowings increased $2.1 million and interest on
long-term  borrowings  declined $383,000.  The greater interest  associated with
short-term borrowings was due to higher borrowing levels, which more than offset
a reduction in borrowing rates compared to the prior year. Short-term borrowings
were used in the fourth quarter of 1998 to fund the acquisition of Carroll's for
$28.2 million and  investments in joint ventures  totaling $4.6 million and were
thus higher in 1999 than in 1998.

              Net other  income in 1999 was $2.9  million  greater than in 1998.
The 1999  total  included  a net gain of $2.6  million  from the sale of a Big O
distribution  center  in  conjunction  with  the  previously-mentioned   revised
logistics plan. See Note 5 to the consolidated financial statements.

              The Company's  effective tax rate  decreased from 39.2% in 1998 to
38.7% in  1999,  due to a  reduction  in the  effective  state  income  tax rate
compared to the prior year level.

              Earnings  per  share in 1999  included  a net  charge of $.10 as a
result of the  aforementioned  $4.6 million note receivable  charge, the gain on
the sale of the Big O distribution  facility and the costs of relocating to four
new Big O distribution  centers.  Excluding the effect of these items,  earnings
for 1999 were $.95 per share, up 27% from the 1998 level.

                                      -13-


<PAGE>






LIQUIDITY AND CAPITAL RESOURCES

              The Company had working  capital of $156.6 million at December 31,
2000 compared to $113.7 million at the end of 1999. The Company's  current ratio
was 2.04 at the end of 2000 compared to 1.84 at December 31, 1999.

              At December 31,  2000,  the Company had a 364-day  committed  bank
facility  which  allowed  the Company to borrow up to $133  million.  A total of
$92.0  million  was  borrowed  under this  facility  at December  31,  2000.  As
discussed in Note 6 to the consolidated financial statements, new bank borrowing
agreements  were  entered  into in January  2001  which  replaced  the  previous
short-term credit facility.  The new arrangement allows the Company to borrow up
to $160 million and includes an $80 million,  three-year revolving loan facility
and an $80 million,  five-year  term loan.  The  Company's  balance  sheet as of
December 31, 2000 reflects the terms of the new agreements and the conversion of
$80 million in previous  short-term  borrowings  from  notes payable to banks to
long-term debt. The Company's long-term debt also included Senior Notes incurred
in 1996 to finance  the  acquisition  of Big O. Of the total  $127.5  million in
long-term debt on the Company's  balance sheet at the end of 2000, $13.9 million
was  classified  as current and the  remainder was  considered  noncurrent.  The
Company is subject to certain financial  covenants and other  restrictions under
its bank borrowing  agreements and Senior Notes (see Note 6 to the  consolidated
financial statements).

              Cash generated by operations,  together with the available  credit
arrangements,  enabled  the  Company to fund the June 2000  acquisition  of Tire
Kingdom  for  $43.5  million.   The  Company  was  also  able  to  fund  capital
expenditures  as well as the  December  2000  purchase  of the net  assets of 14
retail tire stores for $3.9 million.  Additionally, the Company was able to fund
repurchases  of common stock  totaling  $1.3 million in 2000. As of December 31,
2000,  the Company had an unused  authorization  from the Board of Directors for
the repurchase of 1,634,000 additional shares of common stock.

              Capital  expenditures,  primarily  for  equipment  and tire molds,
totaled  $12.0  million in 2000 and $15.3  million in 1999.  The  Company had no
material  commitments  for capital  expenditures at the end of 2000. The Company
expects  to fund 2001  day-to-day  operating  expenses  and  normally  recurring
capital expenditures out of operating funds and its present financial resources.
The Company  believes that the  combination  of its net assets,  bank  borrowing
facilities and expected funds from  operations  will be sufficient to operate on
both a short-term and long-term basis.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

              In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS
No.  133,  as  amended,   requires  the  Company  to  recognize  all  derivative
instruments  on the balance  sheet at fair value,  beginning in January 2001. If
the instrument is a hedge,  depending on the nature of the hedge, changes in the
fair value of the  instrument  will either be offset  against the change in fair
value of the hedged assets,  liabilities,  or firm commitments through earnings,
or recognized in other comprehensive  income until the hedged item is recognized
in earnings. Any ineffective portion of a derivative's change in fair value will
be recognized  immediately in earnings and any  derivatives  that are not hedges
must be adjusted to fair value through  income.  The Company does not expect the
impact of adopting SFAS 133 to be material.

                                      -14-


<PAGE>




FORWARD-LOOKING STATEMENTS

              This Management's  Discussion and Analysis of Financial  Condition
and Results of Operations contains certain forward-looking statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Act of 1934, as amended,  including,  without  limitation,
statements   containing   the  words   "believes,"   "expects,"   "anticipates,"
"estimates" and words of similar import. Such forward-looking  statements relate
to future  events and the  future  financial  performance  of the  Company,  and
involve known and unknown risks, uncertainties and other factors which may cause
the actual results or performance of the Company to be materially different from
the results expressed or implied by such forward-looking statements.

Item 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              ----------------------------------------------------------

              The Company is exposed to certain financial market risks, the most
predominant of which is the fluctuation in interest rates. At December 31, 2000,
the Company  owed $92.0  million to banks under bank  credit  facilities,  which
represented its primary  exposure to market risk for a change in interest rates.
The Company's  operating  results are affected by changes in interest  rates. If
interest  rates  increased by 25 basis  points,  the Company's  annual  interest
expense  would have  increased by  approximately  $230,000  based on the balance
outstanding at the end of 2000.

Item 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
              -------------------------------------------

              The financial statements and supplementary  financial  information
required by this Item 8 are included on the following 20 pages of this Report.

                                      -15-


<PAGE>






PRICEWATERHOUSECOOPERS

                                                  PricewaterhouseCoopers LLP
                                                  1000 Morgan Keegan Tower
                                                  Fifty North Front Street
                                                  Memphis, TN 38103
                                                  Telephone (901) 522 2000
                                                  Facsimile (901) 523 2045


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
 TBC Corporation

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of income,  stockholders' equity and cash flows present
fairly, in all material respects,  the financial position of TBC Corporation and
its  subsidiaries  at  December  31,  2000 and 1999,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in  the  United  States  of  America.   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 of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

January 29, 2001






                                      -16-


<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                     ASSETS

                                                                December 31,
                                                             2000         1999
                                                           --------     --------
CURRENT ASSETS:

      Cash and cash equivalents                            $  1,681     $  1,273

      Accounts and notes  receivable,  less
         allowance for doubtful  accounts of
         $7,831 in 2000 and $7,751 in 1999:
              Related parties                                16,942        9,546
              Other                                          94,836       75,756
                                                           --------     --------

              Total accounts and notes receivable           111,778       85,302

      Inventories                                           168,141      138,054
      Refundable federal and state income taxes               3,099        3,306
      Deferred income taxes                                  12,506        6,079
      Other current assets                                   10,594       15,553
                                                           --------     --------

              Total current assets                          307,799      249,567
                                                           --------     --------

PROPERTY, PLANT AND EQUIPMENT, AT COST:

      Land and improvements                                   6,782        8,129
      Buildings and leasehold improvements                   27,906       27,330
      Furniture and equipment                                48,132       35,124
                                                           --------     --------
                                                             82,820       70,583
      Less accumulated depreciation                          27,787       25,269
                                                           --------     --------

              Total property, plant and equipment            55,033       45,314
                                                           --------     --------


TRADEMARKS, NET                                              15,987       16,437
                                                           --------     --------


GOODWILL, NET                                                50,760       18,018
                                                           --------     --------


OTHER ASSETS                                                 21,054       19,037
                                                           --------     --------


TOTAL ASSETS                                               $450,633     $348,373
                                                           ========     ========




    The accompanying notes are an integral part of the financial statements.

                                      -17-


<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                               December 31,
                                                             2000         1999
                                                           --------     -------
CURRENT LIABILITIES:

      Outstanding checks, net                             $ 10,037      $  5,170

      Notes payable to banks                                11,993        63,762

      Current portion of long-term debt
         and capital lease obligations                      13,948         6,514

      Accounts payable, trade                               75,407        40,417

      Other current liabilities                             39,770        20,035
                                                          --------      --------

              Total current liabilities                    151,155       135,898
                                                          --------      --------


LONG-TERM DEBT AND CAPITAL LEASE
   OBLIGATIONS, LESS CURRENT PORTION                       113,531        47,000
                                                          --------      --------


NONCURRENT LIABILITIES                                       5,111         1,420
                                                          --------      --------


DEFERRED INCOME TAXES                                        6,784         7,673
                                                          --------      --------


STOCKHOLDERS' EQUITY:

      Common stock, $.10 par value,
         shares issued and outstanding -
         20,939 in 2000 and 21,182 in 1999                   2,094         2,118

      Additional paid-in capital                             9,760         9,639

      Retained earnings                                    162,198       144,625
                                                          --------      --------

              Total stockholders' equity                   174,052       156,382
                                                          --------      --------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $450,633      $348,373
                                                          ========      ========



    The accompanying notes are an integral part of the financial statements.

                                      -18-


<PAGE>






                                 TBC CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME

                    (In thousands, except per share amounts)



                                                    Years ended December 31,
                                            -----------------------------------

                                               2000         1999         1998
                                            ---------    ---------    ---------

NET SALES *                                 $ 902,740    $ 743,050    $ 646,135
                                            ---------    ---------    ---------

COSTS AND EXPENSES:

    Cost of sales                             704,493      613,491      543,214
    Distribution expenses                      49,144       46,313       34,027
    Selling, administrative and
       retail store expenses                  107,662       45,637       35,916
    Provision for doubtful accounts
       and notes                                1,468        5,090          742
    Interest expense - net                     11,391        7,676        5,940
    Other (income) expense - net               (2,465)      (4,417)      (1,513)
                                            ---------    ---------    ---------

        Total costs and expenses              871,693      713,790      618,326
                                            ---------    ---------    ---------

INCOME BEFORE INCOME TAXES                     31,047       29,260       27,809

PROVISION FOR INCOME TAXES                     12,323       11,321       10,915
                                            ---------    ---------    ---------

NET INCOME                                  $  18,724    $  17,939    $  16,894
                                            =========    =========    =========


EARNINGS PER SHARE -
    Basic and diluted                       $     .88    $     .85    $     .75
                                            =========    =========    =========






   *    Including sales to related  parties of $86,961,  $78,880 and $133,170 in
        the years ended December 31, 2000, 1999 and 1998, respectively.

    The accompanying notes are an integral part of the financial statements.

                                      -19-


<PAGE>









                                 TBC CORPORATION

                           CONSOLIDATED STATEMENTS OF

                              STOCKHOLDERS' EQUITY

                                 (In thousands)

<TABLE>
<CAPTION>

                                                      Years ended December 31, 1998, 1999 and 2000
                                           -------------------------------------------------------------

                                               Common Stock
                                           -------------------     Additional
                                          Number of                 Paid-In    Retained
                                            Shares      Amount      Capital    Earnings        Total
                                           -------      ------    -----------  --------     -----------

<S>                                        <C>       <C>          <C>          <C>          <C>
BALANCE, JANUARY 1, 1998                   23,163    $   2,316    $   9,788    $ 122,083    $ 134,187

  Net income for year                                                             16,894       16,894

  Issuance of common stock under
     stock option and incentive plans          84            8          626         --            634

  Repurchase and retirement
     of common stock                       (2,075)        (207)        (931)     (12,203)     (13,341)

  Tax benefit from exercise of
     stock options                           --           --             57         --             57
                                        ---------    ---------    ---------    ---------    ---------

BALANCE, DECEMBER 31, 1998                 21,172        2,117        9,540      126,774      138,431

  Net income for year                                                             17,939       17,939

  Issuance of common stock under
     stock option and incentive plans          23            2           95         --             97

  Repurchase and retirement
     of common stock                          (13)          (1)          (6)         (88)         (95)

  Tax benefit from exercise of
     stock options                           --           --             10         --             10
                                        ---------    ---------    ---------    ---------    ---------

BALANCE, DECEMBER 31, 1999                 21,182        2,118        9,639      144,625      156,382

  Net income for year                                                             18,724       18,724

  Issuance of common stock
    under stock option and
     incentive plans, net                      47            5          255         --            260

  Repurchase and retirement
     of common stock                         (290)         (29)        (134)      (1,151)      (1,314)
                                        ---------    ---------    ---------    ---------    ---------


BALANCE, DECEMBER 31, 2000                 20,939    $   2,094    $   9,760    $ 162,198    $ 174,052
                                        =========    =========    =========    =========    =========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                      -20-


<PAGE>




                                                  TBC CORPORATION

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  (In thousands)

<TABLE>
<CAPTION>

                                                                     Years ended December 31,
                                                                     ------------------------
                                                                  2000       1999          1998
                                                               ---------   ---------    ---------
<S>                                                            <C>         <C>          <C>
Operating Activities:
   Net income                                                  $ 18,724    $ 17,939     $ 16,894

   Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation                                             9,036       6,624        6,226
         Amortization                                             1,982       1,114          951
         Provision for doubtful accounts and notes                1,468       5,090          742
         (Gain) on sale of fixed assets                            (109)     (2,704)        --
         Deferred income taxes                                      687         526         (464)
         Equity in (earnings) loss from joint ventures             (462)         (6)         217
         Changes in operating assets and liabilities, net
              of effects of assets and liabilities acquired:
             Receivables                                        (17,647)     (2,256)       8,006
             Inventories                                           (903)     (9,363)     (15,335)
             Other current assets                                 7,843      (5,481)       3,159
             Other assets                                           427        (623)      (1,148)
             Accounts payable, trade                             10,647      (3,314)      15,593
             Federal and state income taxes
                refundable or payable                               352      (1,819)         219
             Other current liabilities                           (2,093)      1,346         (275)
             Noncurrent liabilities                                (405)     (1,192)        (263)
                                                               --------    --------     --------

         Net cash provided by operating activities               29,547       5,881       34,522
                                                               --------    --------     --------

Investing Activities:
   Purchase of property, plant and equipment                    (12,043)    (15,265)     (12,405)
   Acquisition of Tire Kingdom, Inc.,
       net of cash acquired                                     (43,471)       --           --
   Purchase of net assets of 14 retail tire
       stores, net of cash acquired                              (3,861)       --           --
   Acquisition of Carroll's, Inc.                                  --          --        (28,201)
   Investments in joint ventures, net
        of distributions received                                   237        (575)      (5,074)
   Net proceeds from asset dispositions                           4,948       9,981         --
   Other                                                           --           413          518
                                                               --------    --------     --------

         Net cash used in investing activities                  (54,190)     (5,446)     (45,162)
                                                               --------    --------     --------

Financing Activities:
   Net bank borrowings under short-term
        borrowing arrangements                                   28,231      13,810       23,648
   Increase (decrease) in outstanding checks, net                 4,867        (507)       1,623
   Payments on long-term debt and capital
        lease obligations                                        (6,733)    (13,999)        (826)
   Issuance of common stock under stock option
        and incentive plans                                        --            67          318
   Repurchase and retirement of common stock                     (1,314)        (95)     (13,314)
   Other                                                           --          (137)        --
                                                               --------    --------     --------

         Net cash provided by (used in)
            financing activities                                 25,051        (861)      11,422
                                                               --------    --------     --------

Change in cash and cash equivalents                                 408        (426)         782

Cash and cash equivalents:
   Balance - Beginning of year                                    1,273       1,699          917
                                                               --------    --------     --------

   Balance - End of year                                       $  1,681    $  1,273     $  1,699
                                                               ========    ========     ========

</TABLE>

                                                            -21-


<PAGE>





                                 TBC CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                      Years ended December 31,
                                                                      ------------------------
                                                                  2000        1999         1998
                                                               ---------   ---------     ---------
<S>                                                            <C>         <C>           <C>
Supplemental Disclosures of Cash Flow Information:
   Cash paid for - Interest                                    $ 11,417    $  8,477      $  6,278
                 - Income Taxes                                  11,284      12,614        11,162


Supplemental Disclosure of Non-Cash Financing Activity:
   Refinancing of short-term borrowings to long-term debt      $ 80,000    $   --        $   --
   Tax benefit from exercise of stock options                      --            10            57
   Issuance of restricted stock under stock incentive plan          260          30           316

Supplemental Disclosure of Non-Cash Investing
   and Financing Activities:

   Effective  June 1,  2000,  the  Company  completed
   the  acquisition  of Tire Kingdom, Inc. for a total
   purchase price of $45,000, less certain adjustments
   and plus  applicable closing costs. The acquisition
   was accounted for under the purchase method,
   as follows:

         Estimated fair value of assets acquired               $ 61,881
         Goodwill                                                31,224
         Cash paid, net of cash acquired                        (43,471)
                                                               --------

         Liabilities assumed                                   $ 49,634
                                                               ========


   In December  2000,  the Company  purchased the
   net assets of 14 retail stores located in Louisiana,
   Florida and Georgia at a combined cash purchase
   price of $3,863. The transactions were accounted
   for under the purchase method, as follows:

         Estimated fair value of assets acquired               $  1,928
         Goodwill                                                 2,980
         Cash paid, net of cash acquired                         (3,861)
                                                               --------

         Liabilities assumed                                   $  1,047
                                                               ========


   On November 19, 1998,  the Company  completed
   the  acquisition  of Carroll's, Inc. for a total
   purchase price of $28,000, plus applicable closing
   costs. The acquisition was accounted for under the
   purchase method, as follows:

         Estimated fair value of assets acquired                                         $ 50,381
         Goodwill                                                                           4,037
         Cash paid                                                                        (28,201)
                                                                                          --------
         Liabilities assumed                                                             $ 26,217
                                                                                          =======

</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                      -22-


<PAGE>




                                 TBC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------

Operations
----------

            The Company is principally engaged in the marketing and distribution
of tires in the automotive replacement market, through both wholesale and retail
channels.   The  Company's  wholesale  customers  include  retailers  and  other
wholesalers,  primarily in the United  States,  Canada and Mexico.  Through Tire
Kingdom,  Inc.,  acquired  in June 2000,  the Company  operates  retail tire and
automotive  service  centers in the  southeastern  United  States.  Through  its
subsidiary  Big O  Tires,  Inc.,  the  Company  also  acts  as a  franchisor  of
independent  retail tire and automotive  service stores located primarily in the
western and midwestern United States.

Significant Accounting Policies
-------------------------------

            Principles of consolidation - The accompanying  financial statements
include the accounts of TBC Corporation and its wholly-owned  subsidiaries.  All
significant  intercompany   transactions  and  balances  have  been  eliminated.
Investments  in 50% or  less-owned  joint  ventures are  accounted for using the
equity method.

            Accounting  estimates - The  financial  statements  are  prepared in
conformity with accounting principles generally accepted in the United States of
America.  The preparation of such financial  statements  requires  management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  revenues  and  expenses,  as well as certain  financial  statement
disclosures. Actual results could differ from those estimates.

            Cash  equivalents - Cash equivalents  consist of short-term,  highly
liquid investments which are readily convertible into cash.

            Inventories - Inventories,  consisting of tires and other automotive
products  held for  resale,  are valued at the lower of cost or market.  Certain
inventories  are valued using the last in-first out method and the current costs
of those  inventories  exceeded  the LIFO  value by  $354,000  and  $799,000  at
December 31, 2000 and 1999, respectively.

            Concentrations  of credit risk - The Company performs ongoing credit
evaluations  of its  customers  and  typically  requires  some form of security,
including collateral,  guarantees or other documentation.  The Company maintains
allowances for potential credit losses. The Company maintains cash balances with
financial institutions with high credit ratings. The Company has not experienced
any  losses  with  respect  to bank  balances  in excess of  government-provided
insurance.

            Property, plant and equipment - Depreciation is computed principally
using the straight-line method, over estimated lives of 3-15 years for furniture
and equipment and 20-40 years for  buildings and leasehold improvements. Amounts
expended for maintenance and repairs are charged to operations, and expenditures
for major renewals and betterments  are  capitalized.  When property,  plant and
equipment  is retired or  otherwise  disposed  of, the  related  gain or loss is
included in the results of operations.

            Revenue   recognition  -  Sales  are  recognized  upon  shipment  of
products.  Estimated  costs of returns  and  allowances  are accrued at the time
products are shipped.

                                      -23-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

1.  SIGNIFICANT ACCOUNTING POLICIES (Continued)
-----------------------------------------------

            Goodwill,   Trademarks  and  Other  Intangible   Assets  -  Goodwill
represents  the  excess of cost over the fair value of  identifiable  net assets
acquired. Goodwill was recorded as a result of the Company's acquisition of Tire
Kingdom in June  2000,  as well as the  purchase  of the net assets of 14 retail
tire stores during December 2000. In 1998,  goodwill was recorded in conjunction
with the Company's acquisition of Carroll's, Inc. Goodwill, trademarks and other
intangible  assets are amortized on a straight-line  basis,  over 20 - 40 years.
Accumulated  amortization on intangible assets totaled $4,824,000 and $2,896,000
at December 31, 2000 and 1999, respectively.

            Long-lived   assets  -  The   Company   periodically   reviews   the
recoverability   of  intangible  and  other  long-lived   assets.  If  facts  or
circumstances support the possibility of impairment,  the Company will prepare a
projection  of the  undiscounted  future cash flows of the  specific  assets and
determine  if the  assigned  value is  recoverable  or if an  adjustment  to the
carrying  value of the assets is  necessary.  The Company  does not believe that
there were any facts or circumstances  which indicated an impairment of recorded
assets as of December 31, 2000.

            Franchise fees - Each Big O franchisee is required to pay an initial
franchise fee as well as monthly royalty fees of 2% of gross sales.  Included in
net sales in 2000, 1999 and 1998 were franchise and royalty fees of $10,362,000,
$9,854,000 and $8,549,000, respectively.

            Warranty   costs  -  The  costs  of  anticipated   adjustments   for
workmanship  and  materials  that  are the  responsibility  of the  Company  are
estimated and charged to expense currently.  Reserves for future warranty claims
and service of $9,265,000  and  $7,486,000  were included in  liabilities in the
balance sheets at December 31, 2000 and 1999, respectively.

            Interest  on early  payments  to  suppliers  for  product - Interest
income  associated with early payments to suppliers for product is recorded as a
reduction to cost of sales in the  statements of income.  This  interest  income
represented 1.2% of net sales during 2000, 1.3% in 1999 and 1.4% in 1998.

            Earnings  per  share -  Earnings  per  share  have  been  calculated
according to Statement of Financial  Accounting Standards No. 128, "Earnings per
share".  Basic  earnings per share have been  computed by dividing net income by
the  weighted  average  number of shares of common  stock  outstanding.  Diluted
earnings  per share have been  computed by dividing  net income by the  weighted
average  number of common  shares  and  equivalents  outstanding.  Common  share
equivalents  represent  shares issuable upon assumed  exercise of stock options.
Average  common  shares  and  equivalents   outstanding   were  as  follows  (in
thousands):

                                                 2000        1999        1998
                                               -------     -------      -------

Weighted average common shares outstanding      21,191      21,177      22,430

Common share equivalents                          --            12          51
                                                ------      ------      ------

Weighted average common shares and
      equivalents outstanding                   21,191      21,189      22,481
                                                ======      ======      ======


                                      -24-


<PAGE>






              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

2.  TRANSACTIONS WITH RELATED PARTIES AND MAJOR CUSTOMERS
---------------------------------------------------------

            The Company's operations are managed through its Board of Directors,
members  of  which  owned  or  are  affiliated   with   companies   which  owned
approximately  8% of the Company's  common stock at December 31, 2000.  Sales to
distributors represented on the Board, including affiliates of such distributors
(and  including  Carroll's,  Inc.  prior to being  acquired  by the  Company  in
November 1998), accounted for approximately 6% of the Company's net sales during
2000, 7% during 1999 and 17% in 1998.  Sales to Carroll's,  Inc., prior to being
acquired by the Company,  accounted for  approximately 10% of net sales in 1998,
and 11% in  1997.  Another  major  customer,  unaffiliated  with  the  board  of
directors,  accounted for approximately 7% of net sales in 2000, 9% of net sales
in 1999,  and 10% in 1998.  Sales to joint  ventures in which the Company has an
ownership  interest  accounted for  approximately  3% of the Company's net sales
during 2000, 1999 and 1998. Accounts receivable resulting from transactions with
related parties are presented separately in the balance sheets.

3.  ACQUISITION OF TIRE KINGDOM, INC.
-------------------------------------

            On June 5, 2000,  the Company  acquired  Tire Kingdom,  Inc.  ("Tire
Kingdom"),  a privately-owned  company which operates retail tire centers in the
southeastern  United States. The acquisition,  which was effective June 1, 2000,
was  accounted  for as a purchase and was made with cash,  for a total  purchase
price of  $45,000,000  less  certain  adjustments.  The  Company's  consolidated
financial statements include the operating results of Tire Kingdom since June 1,
2000.

            The following  unaudited pro forma  information  (adjusted for items
such as interest on required  borrowings,  estimated  amortization  of goodwill,
improved sourcing strength, and anticipated operating synergies) was prepared as
if the companies had been combined prior to 1999. The pro forma results for 2000
exclude an after-tax charge of $767,000,  or $0.04 per share, related to certain
management  restructuring.  The pro forma  results for 1999 exclude an after-tax
charge of $2.8 million,  or $0.13 per share,  related to the write-off of a note
receivable that had been the subject of litigation  since 1989, as well as a net
gain of $700,000,  or $0.03 per share related to the gain on the sale of a Big O
distribution facility and the costs of relocating to four new Big O distribution
centers.  This unaudited pro forma  information does not purport to present what
actual  results of  operations  would have been or to  project  results  for any
future period.  Pro forma net sales were  $998,402,000  and $966,978,000 for the
years ended December 31, 2000 and 1999,  respectively.  Pro forma net income was
$19,316,000  in 2000 and  $19,837,000 in 1999. Pro forma earnings per share were
$.91 and $.94 in 2000 and 1999, respectively.

                                      -25-


<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

4.  ACQUISITION OF CARROLL'S, INC.
----------------------------------

            On November 19, 1998,  the Company  acquired all of the common stock
of  Carroll's,  Inc.,  a  privately-owned  wholesale  distributor  of tires  and
automotive  products located in the southeastern United States. The acquisition,
which was accounted for as a purchase,  was made with cash, for a total purchase
price of  $28,000,000.  Prior to the  acquisition,  Carroll's  was the Company's
largest customer.  These consolidated financial statements include the operating
results of Carroll's from the date of acquisition.

            The following unaudited pro forma information for 1998 (adjusted for
interest on required borrowings, estimated amortization of goodwill, elimination
of  intercompany  sales and profits,  etc.) was prepared as if the companies had
been  combined  prior to 1998.  This  unaudited pro forma  information  does not
purport to present  what  actual  results  of  operations  would have been or to
project results for any future period. For the year ended December 31, 1998, pro
forma net sales were $727,000,000,  pro forma net income was $18,800,000 and pro
forma earnings per share were $.84.

5.  DISTRIBUTION CENTER SALE AND RELATED COSTS
----------------------------------------------

            During 1999,  the Company sold a  distribution  center in Las Vegas,
Nevada and opened four new distribution  facilities in the western United States
in conjunction with a revised logistics plan for Big O Tires, Inc. Proceeds from
the sale of the Las Vegas facility were used to retire debt,  offset  relocation
costs of $1,180,000 and provide additional working capital. The sale resulted in
a pre-tax  gain of  $2,618,000,  which was  included in net other  income in the
consolidated  statements  of  income.  The  relocation  costs were  included  in
distribution expenses for the year 1999.

6.  NOTES PAYABLE TO BANKS AND LONG-TERM DEBT
---------------------------------------------

            At December 31,  2000,  the Company had a 364-day  committed  credit
facility  with a group of five banks,  which allowed the Company to borrow up to
$133,000,000,  with interest at the eurodollar or federal funds rate plus 1.75%.
The facility was collateralized by accounts  receivable and inventory,  required
the payment of certain commitment and administrative  fees, and included various
financial  covenants  and  restrictions  typical of such a facility.  A total of
$91,993,000  was borrowed under this facility at December 31, 2000. The weighted
average interest rate on short-term borrowings at December 31, 2000 and 1999 was
8.46% and 6.63%, respectively.

            In January 2001, the Company  entered into new borrowing  agreements
with a  group  of 11  banks,  which  replaced  the  previous  short-term  credit
facility. The new arrangement includes an $80 million, three-year revolving loan
facility and an $80 million,  five-year term loan facility, with interest at the
eurodollar  or federal  funds rate plus a variable  rate between  1.75% and 3.0%
dependent on the Company's  leverage  ratio.  The Company's  balance sheet as of
December 31, 2000 reflects the terms of the new agreements and the conversion of
$80  million,  which was  previously  included  in Notes  Payable  to Banks,  to
Long-Term  Debt.  Of the total amount  converted,  $7 million is included in the
Current  Portion of Long-Term  Debt and the remaining  $73,000,000 is considered
noncurrent.

                                      -26-


<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

6.  NOTES PAYABLE TO BANKS AND LONG-TERM DEBT (Continued)
---------------------------------------------------------

             The  new  credit  facilities  are  collateralized  by  all  of  the
Company's  unencumbered assets and contain certain  cross-default  provisions in
conjunction with the long-term Senior Notes described below. The new bank credit
facilities require the payment of certain commitment and administrative fees and
contain  certain  financial  covenants  dealing with,  among other  things,  the
Company's net worth, total liabilities,  funded  indebtedness,  leverage,  fixed
charge  coverage  ratio,  accounts  receivable and  inventories.  The new credit
facilities also include certain  restrictions which affect the Company's ability
to incur additional debt,  acquire other  companies,  make certain  investments,
repurchase  its own  common  stock,  sell or place  liens upon  assets,  provide
guarantees and pay dividends.

             Long-term  debt and capital lease  obligations on the balance sheet
consisted   of   the   following,   after   considering   the   effect   of  the
previously-mentioned  $80 million reclassification of notes payable to banks (in
thousands):

                                                                December 31,
                                                                ------------
                                                               2000      1999
                                                            --------   -------

7.55% Series A Senior Note, due currently through 2003      $ 19,500   $26,000

7.87% Series B Senior Note, due from 2004 through 2005        11,000    11,000

8.06% Series C Senior Note, due from 2006 through 2008        16,500    16,500

Variable-Rate Term Loan Payable to Banks, due

      from 2001 through 2006                                  80,000      --

Capital lease obligations and other debt                         479        14
                                                            --------   -------

                                                             127,479    53,514

      Less current portion                                    13,948     6,514
                                                            --------   -------

                                                            $113,531   $47,000
                                                            ========   =======

           The Senior  Notes were issued in 1996 to finance the  acquisition  of
Big O Tires, Inc., with interest payable  quarterly.  The note agreement related
to such  borrowings  contained  certain  financial  covenants and placed certain
restrictions on the Company.  As a result of other  acquisitions made since 1996
and the impact of such  acquisitions on the Company's  financial  position,  the
note agreement was changed in January 2001. The new agreement is  collateralized
by all of the Company's  unencumbered  assets and includes  interest rates which
are a minimum of 75 basis points  higher than the previous  rates for the Senior
Notes cited above. The new agreement incorporates all of the financial covenants
and  restrictions  contained in the new bank credit  facilities  noted above and
requires principal payments to be made semi-annually.

           Maturities  of long-term  debt and capital lease  obligations  are as
follows:  $13,948,000  due in 2001,  $16,531,000  in 2002,  $18,500,000 in 2003,
$20,500,000 in 2004, $17,500,000 in 2005 and $40,500,000 thereafter.

                                      -27-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

7.  OPERATING LEASES
--------------------

           The Company's commitments under operating leases relate substantially
to  distribution  facilities and retail store  locations.  In addition to rental
payments,  the Company is obligated in some  instances to pay real estate taxes,
insurance and certain maintenance costs.

           The Company, through its Big O subsidiary, also has agreements with a
bank and a third party which provide  financing for the  development and leasing
of retail stores.  Up to  $15,000,000  in financing is provided,  with the third
party entity  leasing the  properties  to the Company at a variable  rate for an
initial period of up to five years, renewable for a total period up to 15 years.
At any time  during the lease  term,  the  Company  has the  option to  purchase
individual  sites subject to certain  limitations and at the end of the term may
purchase all sites,  request a five-year  extension or terminate the lease.  The
Company has guaranteed that the residual value of the property at the end of the
original lease term will be no less than 85% of the remaining  balance financed.
The Company accounts for such leases as operating leases and intends to sublease
the  sites to Big O  franchisees  subject  to the terms  and  conditions  of the
agreements.  As of December 31, 2000,  $9,860,000  had been  financed  under the
program,  representing nine properties,  eight of which had been sublet to Big O
franchisees.

           Rental expense of $17,816,000,  $6,798,000 and $3,564,000 was charged
to operations in 2000, 1999 and 1998,  respectively,  after  deducting  sublease
income of $3,079,000 in 2000, $1,841,000 in 1999 and $1,887,000 in 1998. Minimum
noncancelable  real  property  lease  commitments  at December  31, 2000 were as
follows (in thousands):

                              Year                             Amount
                              ----                             ------

                               2001                            $  25,252
                               2002                               23,346
                               2003                               28,073
                               2004                               18,287
                               2005                               16,152
                               Thereafter                         95,843
                                                                ---------
                                                                 206,953
                               Less sublease income              (14,257)
                                                                ---------

                                                               $ 192,696
                                                               =========

8.  INCOME TAXES
----------------

            The  Company  records  income  taxes  using  the  liability   method
prescribed by Statement of Financial  Accounting  Standards No. 109, "Accounting
for Income  Taxes." Income taxes provided for the years ended December 31, 2000,
1999 and 1998 were as follows (in thousands):

                                        2000             1999            1998
                                      --------        --------         --------
             Current:
                 Federal               $10,075         $ 9,554         $  9,843
                 State                   1,561           1,241            1,536
                                       -------         -------         --------
                                        11,636          10,795           11,379
             Deferred                      687             526             (464)
                                       -------         -------         --------

                                       $12,323         $11,321         $ 10,915
                                       =======         =======         ========


                                      -28-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

8.  INCOME TAXES (Continued)
----------------------------

             The provision for deferred  income taxes  represents  the change in
the  Company's  net  deferred  income  tax asset or  liability  during the year,
including the effect of any tax rate changes.  Deferred  income taxes arise from
temporary  differences  between  the  tax  basis  of the  Company's  assets  and
liabilities and their reported amounts in the financial statements.  Included in
the assets of Tire Kingdom which were acquired in June 2000 were deferred income
tax assets  totaling  $8,003,000.  Included in the Carroll's  assets acquired in
1998 were deferred income tax assets totaling $2,594,000.

             The net deferred  income tax asset in the  financial  statements at
December 31, 2000  included  $2,389,000  related to the  allowance  for doubtful
accounts and notes,  $2,473,000 for insurance-related  accruals,  and $3,384,000
for warranty-related reserves. At December 31, 1999, the net deferred income tax
asset  included  $1,907,000  related to the allowance for doubtful  accounts and
notes and $2,832,000 related to warranty  reserves.  The net deferred income tax
liability at December 31, 2000 included  $5,190,000  related to  trademarks  and
intangible assets and $3,043,000 for depreciation differences,  partially offset
by a noncurrent deferred tax asset of $1,543,000 associated with lease accruals.
At December 31, 1999, the net deferred income tax liability included  $6,319,000
for trademarks and $1,124,000 attributable to depreciation.

             The difference between the Company's  effective income tax rate and
the statutory U.S. Federal income tax rate is reconciled as follows:

                                                 2000         1999         1998
                                                ------       ------       ------

             Statutory U.S. Federal rate         35.0%        35.0%        35.0%
             State income taxes                   3.6          2.6          3.6
             Other                                1.1          1.1           .6
                                                 ----         ----         ----
             Effective tax rate                  39.7%        38.7%        39.2%
                                                 ====         ====         ====


             The Company has  available  a minimum  tax credit  carryforward  of
$519,000 which has an indefinite  carryforward  period and is subject to certain
limitations.  Additionally, the Company has available a state net operating loss
carryforward of $1,418,000 which expires in 2010.

9.  RETIREMENT PLANS
--------------------

             The Company has a defined benefit pension plan covering some of its
employees.  The benefits are based on years of service and the employee's  final
compensation.  The Company makes  contributions  to the plan,  not to exceed the
maximum amount that can be deducted for federal income tax purposes. This amount
is computed using a different  actuarial  cost method and different  assumptions
from those used for financial reporting purposes.

             The table  which  follows  sets forth the defined  benefit  pension
plan's changes in projected  benefit  obligations for service  rendered to date,
changes  in the  fair  value of plan  assets,  the  funded  status  and  amounts
recognized in the Company's balance sheets (in thousands):

                                      -29-


<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

9.  RETIREMENT PLANS (Continued)
--------------------------------
                                                            2000           1999
                                                          --------       -------
Actuarial present value of projected benefit
   obligations, at beginning of year                       $(5,600)     $(6,535)

   Service cost                                               (291)        (379)
   Interest cost                                              (427)        (438)
   Actuarial gain                                               76          828
   Settlement gain                                              33         --
   Benefits paid                                               169          851
   Expenses paid                                                58           73
                                                           -------      -------

Actuarial present value of projected benefit
   obligations, at end of year                              (5,982)      (5,600)
                                                           -------      -------

Fair value of plan assets, at beginning of year              6,392        5,864

   Actual return on plan assets                                990          952
   Employer contribution                                      --            500
   Benefits and expenses paid                                 (227)        (924)
                                                           -------      -------

Fair value of plan assets, at end of year                    7,155        6,392
                                                           -------      -------

Funded Status  - plan assets over projected
   benefit obligation, at end of year                        1,173          792

   Unrecognized net gain from experience
       different from that assumed                            (498)         (66)

   Unrecognized net assets and prior service cost               75           74
                                                           -------      -------

Prepaid pension cost, at end of year                       $   750      $   800
                                                           =======      =======



          The net expense for 2000, 1999 and 1998 was comprised of the following
(in thousands):

                                                 2000        1999         1998
                                                -------    -------      -------

        Service cost                            $ 291       $ 379       $ 400
        Interest cost                             427         438         443
        Return on plan assets                    (990)       (952)       (942)
        Net amortization, deferral and
          settlement charges                      322         386         794
                                                 -----       -----       -----

                                                $  50       $ 251       $ 695
                                                =====       =====       =====


             The discount rates used in determining the actuarial present values
of benefit  obligations for the defined benefit plan were 7.75% in 2000 and 7.5%
in  1999.  In both  the  2000 and 1999  projections,  a 5%  increase  in  future
compensation levels was used and the expected long-term rate of return on assets
was 10%.  Actuarial  present  values of  accumulated  benefit  obligations  were
$4,006,000 at December 31, 2000 and $3,350,000 at December 31, 1999.

                                      -30-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

9.  RETIREMENT PLANS (Continued)
--------------------------------

             The Company also has  unfunded  supplemental  retirement  plans for
certain  of its key  executives,  to  provide  benefits  in  excess  of  amounts
permitted to be paid by its other  retirement  plans under  current tax law. The
2000 expense for supplemental retirement benefits totaled $1,134,000,  including
settlement  charges of $665,000.  The 1999 expense for  supplemental  retirement
benefits  totaled  $1,462,000  and  included  settlement  charges  of  $766,000.
Supplemental  retirement  expenses  were $538,000 in 1998. At December 31, 2000,
the  projected  benefit  obligation,  computed  using the same discount rate and
compensation   assumptions  as  for  the  defined   benefit  pension  plan,  was
$1,642,000.  The  accumulated  benefit  obligation  at December 31, 2000 totaled
$1,447,000,  of which $964,000 was reflected as a current liability and $483,000
was reflected as a noncurrent liability.

             The Company  maintains  employee savings plans under Section 401(k)
of the Internal  Revenue Code.  Contributions by the Company to the 401(k) plans
include those based on a specified percentage of employee contributions, as well
as   discretionary   contributions.   Expenses   recorded   for  the   Company's
contributions  totaled  $1,394,000  in 2000,  $1,030,000 in 1999 and $409,000 in
1998.

10.  STOCKHOLDERS' EQUITY
-------------------------

             The Company is  authorized to issue  50,000,000  shares of $.10 par
value common stock.  In addition,  2,500,000  shares of $.10 par value preferred
stock are  authorized,  none of which were  outstanding  at December 31, 2000 or
1999.

             The  Company has a  Stockholder  Rights  Plan  whereby  outstanding
shares of the Company's common stock are accompanied by preferred stock purchase
rights. The rights become exercisable ten days after a public  announcement that
a person or group has acquired 20% or more of the Company's  common stock or any
earlier date designated by the Board of Directors.  Under defined circumstances,
the rights  allow TBC  stockholders  (other than the 20%  acquiror)  to purchase
common stock in the Company at a price which may be substantially  less than the
market price.  The rights expire on July 31, 2008 unless  redeemed at an earlier
date.

             In 2000, 1999 and 1998,  shares of the Company's  common stock were
repurchased and retired under authorizations made by the Board of Directors.  As
of December 31, 2000, the Company had unused  authorizations  from the Board for
the repurchase of approximately 1,634,000 additional shares.

11.  STOCK OPTION AND INCENTIVE PLANS
-------------------------------------

             The Company  has a 1989 stock  incentive  plan ("1989  Plan") and a
2000 stock option plan ("2000 Plan"). The 2000 Plan was approved by stockholders
on April 26, 2000. The plans provide for the grant of options to purchase shares
of the Company's common stock to officers and other key employees upon terms and
conditions  determined  by a  committee  of  the  Board  of  Directors.  Options
typically  are  granted  at the fair  market  value of the  stock on the date of
grant, vest ratably over a three-year period and expire in ten years.

                                      -31-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

11.  STOCK OPTION AND INCENTIVE PLANS (Continued)
-------------------------------------------------

             Options  granted  by the  committee  under  the 2000  Plan may also
contain a "reload" feature, which provides for the grant of a new option, called
a  "reload  option,"  for a number  of  shares  equal to the  number  of  shares
delivered by the optionee to pay the exercise  price of the original  option and
to pay any tax withholding payments associated with the exercise of the original
option.  As of December 31, 2000, the committee had not granted any options with
such a reload feature.

             The  committee  is   authorized   under  the  1989  Plan  to  grant
performance  awards  and  restricted  stock  awards  to  officers  and other key
employees.  Additionally,  the  1989  Plan  provides  for the  annual  grant  of
restricted stock with a market value of $5,000 to each non- employee director of
the Company.  Each of these shares of restricted  stock is  accompanied  by four
options, which are only exercisable under certain conditions and the exercise of
which results in the forfeiture of the associated share of restricted stock. The
options  expire in one- third  increments  as the  associated  restricted  stock
vests.  Such  tandem  options  are not  included  in the totals  shown below for
outstanding  options.  At December 31, 2000,  4,084,000 shares were reserved for
issuance under the 1989 and 2000 Plans.

             A summary of stock option  activity  during 1998,  1999 and 2000 is
shown below:

                                                                        Weighted
                                                                         Average
                                        Option         Option Price     Exercise
                                        Shares            Range           Price
                                       --------     ---------------     --------
Outstanding at January 1, 1998
  (330,225 exercisable)                 749,780     $ 5.03 - $12.13    $   8.12
      Granted in 1998                   397,025       9.25 -  10.25        9.86
      Exercised in 1998                 (52,632)      5.03 -   7.75        6.03
      Forfeited in 1998                 (17,210)      7.75 -  12.13        9.38
                                        --------    ---------------       -----
Outstanding at December 31, 1998
  (407,605 exercisable)               1,076,963     $ 5.03 - $12.13    $   8.84
      Granted in 1999                   477,230       6.63 -   7.50        7.47
      Exercised in 1999                 (32,897)      5.03 -   6.55        5.14
      Forfeited in 1999                 (55,094)      7.50 -  12.13        8.59
                                        --------    ---------------       -----
Outstanding at December 31, 1999
  (631,590 exercisable)               1,466,202     $ 5.72 - $12.13    $   8.49
      Granted in 2000                   620,867       4.63 -   6.00        5.64
      Exercised in 2000                    --          --       --          --
      Forfeited in 2000                (195,077)      5.75 -   9.88        7.37
                                       --------     ---------------       -----
 Outstanding at December 31, 2000
  (902,139 exercisable)               1,891,992     $ 4.63 - $12.13    $   7.67
                                      =========     ===============        ====




                                      -32-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

11.  STOCK OPTION AND INCENTIVE PLANS (Continued)
-------------------------------------------------

             Additional  information  regarding  stock  options  outstanding  at
December 31, 2000 is shown below:

<TABLE>
<CAPTION>

                                               Outstanding Options              Exercisable Options
                                 ---------------------------------------     --------------------------
                                              Weighted     Weighted                         Weighted
                                              Average       Average                         Average
                                   Option     Exercise    Remaining          Option         Exercise
      Option Price Range           Shares       Price         Term           Shares          Price
      ------------------         ----------   ---------   -----------        -------       ---------
<S>     <C>       <C>               <C>         <C>          <C>              <C>           <C>
        $ 4.63  - $ 6.50            598,611     $ 5.64       8.5 yrs.         47,121        $ 5.75

        $ 6.51  - $ 9.00            778,990       7.56       6.7 yrs.        471,673          6.82

        $ 9.01  - $12.13            514,391      10.21       6.0 yrs.        383,345         10.33
                                 ----------                                  -------

                                  1,891,992                                  902,139
                                  =========                                  =======

</TABLE>


             The Company has adopted the disclosure-only provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation".  Accordingly, no compensation expense has been recognized for the
stock  options  granted in 2000,  1999 or 1998.  Using  fair  value  assumptions
specified  in SFAS No.  123,  the  weighted  average  per share value of options
granted during 2000, 1999 and 1998 was $2.42, $3.26 and $4.28, respectively. Had
compensation cost for such option grants been determined using such assumptions,
the  Company's  net income on a pro forma basis would have been  $17,896,000  in
2000,  $16,947,000  in 1999 and  $16,196,000  in 1998,  compared to reported net
income of $18,724,000 in 2000,  $17,939,000 in 1999 and $16,894,000 in 1998. Pro
forma  earnings per share would have been $0.84,  $0.80 and $0.72 in 2000,  1999
and 1998, respectively,  rather than the reported totals of $0.88 in 2000, $0.85
in 1999, and $0.75 in 1998.

             The fair value of each  option  granted in 2000,  1999 and 1998 was
estimated  on the date of grant  using the  Black-Scholes  option-pricing  model
using  the  following  weighted-average  assumptions:  dividend  yield  of 0%;
risk-free interest rates equal to zero-coupon  governmental issues; and expected
lives of 4.9  years in 2000,  4.8  years  in 1999,  and 4.9  years in 1998.  The
expected  volatility  percentages  used for options  granted were 38.2% in 2000,
43.4% for 1999 and 40.5% for 1998.

12.  FINANCIAL GUARANTEES AND CREDIT RISKS
------------------------------------------

             The Company's Big O Tires,  Inc.  subsidiary  has provided  certain
financial  guarantees  associated  with real estate  leases and financing of its
franchisees.  Although  the  guarantees  were  issued  in the  normal  course of
business to meet the financing needs of its  franchisees,  they represent credit
risk in excess of the amounts  reported on the balance  sheet as of December 31,
2000. The contractual  amounts of the guarantees,  which represent the Company's
maximum  exposure  to  credit  loss  in  the  event  of  non-performance  by the
franchisees,  totaled $14,627,000 as of December 31, 2000,  including $2,304,000
related to franchisee financing and $12,323,000 related to store and real estate
leases.

                                      -33-


<PAGE>



              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

12.  FINANCIAL GUARANTEES AND CREDIT RISKS (Continued)
------------------------------------------------------

             Most of the guarantees  related to franchisee  financing and leases
extend for more than five years and expire in decreasing  amounts  through 2010.
The credit risk associated with these guarantees is essentially the same as that
involved  in  extending  loans  to  the   franchisees.   Big  O  evaluates  each
franchisee's creditworthiness and requires that sufficient collateral (primarily
inventories and equipment) and security interests be obtained by the third party
lenders  or  lessors,  before  the  guarantees  are  issued.  There  are no cash
requirements associated with the guarantees,  except in the event that an actual
financial  loss  is  subsequently   incurred  due  to   non-performance  by  the
franchisees.

             As of December  31,  2000,  the Company  had entered  into  certain
interest rate swap  agreements to hedge the cash flows  associated  with the $15
million,  third-party  lease  financing  arrangement  described in Note 7. Under
these  arrangements,  which  expire in  increments  ending in 2004,  the Company
agreed to exchange  its  variable  rate  obligation  for fixed rate  obligations
averaging  6.41%.  As of  December  31,  2000,  $5.1  million  related  to  such
arrangements  was  unborrowed  and was  therefore not accounted for as a hedging
transaction.  The unborrowed amount was marked to market in 2000, which resulted
in additional interest expense of $116,000.

             In conjunction with the new bank borrowing  agreements described in
Note 6, in January  2001,  the Company also entered into a $25 million  interest
rate swap  agreement to exchange a portion of its variable rate loan for a fixed
rate  obligation  based on the 90-day LIBOR rate. The swap agreement  expires in
increments over a five-year period.

13.  SEGMENT INFORMATION
------------------------

             The  Company  is   principally   engaged  in  the   marketing   and
distribution  of  tires  in the  automotive  replacement  market.  Prior  to the
acquisition of Tire Kingdom in June 2000,  the Company's  only business  segment
was  wholesale  distribution,  which  consisted of TBC  Corporation's  wholesale
distribution  business  as well  as the  operations  of Big O  Tires,  Inc.  and
Carroll's,  Inc.  Subsequent to the acquisition of Tire Kingdom and its chain of
retail tire and  automotive  service  centers,  the Company now has two business
segments: wholesale and retail. Accounting policies of the segments are the same
as those  described  in the  summary of  significant  accounting  policies.  The
Company  evaluates  the  performance  of its two  operating  segments  based  on
earnings before interest, taxes, depreciation and amortization (EBITDA). Segment
information  for the year ended December 31, 2000 (with retail  segment  results
for the seven months since the acquisition) is as follows (in thousands):

                                           Wholesale     Retail      Total
                                           ---------   ---------   --------

        Net sales to external customers    $773,017    $129,723    $902,740

        Inter-segment net sales              10,566        --        10,566

        Segment EBITDA                       48,606       4,850      53,456

        Segment total assets                354,376      96,257     450,633


                                      -34-

<PAGE>

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



14.  PROVISION FOR DOUBTFUL ACCOUNTS AND NOTES
----------------------------------------------

             In 1999,  the Company's  provision for doubtful  accounts and notes
included  $4,589,000  associated  with the write-off of a note receivable from a
former   distributor.   The  Company  had  held  written   guarantees  from  the
distributor's  former  owners and had filed  suit in 1989 to recover  under such
guarantees. The lawsuit was tried and a jury verdict was reached in July 1999 in
favor of the  distributor's  former  owners,  which  resulted  in the  charge to
earnings by the Company.

15.  LEGAL PROCEEDINGS
----------------------

             The  Company is  involved in various  legal  proceedings  which are
routine to the conduct of its  business.  The Company  does not believe that any
such routine  litigation will have a material adverse effect on its consolidated
financial position, results of operations or cash flows.

SUPPLEMENTARY DATA:
-------------------

QUARTERLY FINANCIAL INFORMATION
-------------------------------

             Unaudited  quarterly  results for 2000 and 1999 are  summarized  as
follows:

                                       (In thousands, except per share amounts)

                                    First       Second      Third       Fourth
                                   Quarter     Quarter     Quarter      Quarter
                                   -------     -------     -------      -------

              2000
              ----

        Net sales                  $177,389    $206,434    $267,883    $251,034
        Cost of sales               145,503     164,744     205,608     188,638
        Net income                    3,945       5,009       5,302       4,468
        Earnings per share -
         Basic and diluted *       $    .19    $    .24    $    .25    $    .21


              1999
              ----

        Net sales                  $162,202    $187,664    $210,469    $182,715
        Cost of sales               134,379     154,553     173,221     151,338
        Net income                    3,806       2,310       6,557       5,266
        Earnings per share -
         Basic and diluted         $    .18    $    .11    $    .31    $    .25


          *    The total of earnings  per share for each of the quarters of 2000
               does not equal earnings per share for the year ended December 31,
               2000, due to the effect of rounding the individual quarters.

                                      -35-


<PAGE>






Item 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ------------------------------------------------
               ACCOUNTING AND FINANCIAL DISCLOSURE
               -----------------------------------

               None.


                                    PART III
                                    --------

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
               --------------------------------------------------

               Except  for  information  concerning  executive  officers  of the
Company which is set forth in Part I of this Report, the information required by
this  Item 10 is set  forth in the  Company's  Proxy  Statement  for its  Annual
Meeting of Stockholders to be held April 25, 2001, under the captions  "Election
of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance", and
is incorporated herein by this reference.

Item 11.       EXECUTIVE COMPENSATION
               ----------------------

               The  information  required  by this  Item 11 is set  forth in the
Company's  Proxy  Statement for its Annual  Meeting of  Stockholders  to be held
April 25,  2001,  under the  captions  "Election of  Directors"  and  "Executive
Compensation", and, with the exception of the information disclosed in the Proxy
Statement  pursuant to Item 402(k) or 402(l) of Regulation  S-K, is incorporated
herein by this reference.

Item 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
               --------------------------------------------------------------

               The  information  required  by this  Item 12 is set  forth in the
Company's  Proxy  Statement for its Annual  Meeting of  Stockholders  to be held
April  25,  2001,  under the  caption  "Security  Ownership  of  Management  and
Principal Stockholders", and is incorporated herein by this reference.

Item 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
               ----------------------------------------------

               The  information  required  by this  Item 13 is set  forth in the
Company's  Proxy  Statement for its Annual  Meeting of  Stockholders  to be held
April 25,  2001,  under the  captions  "Election of  Directors"  and  "Executive
Compensation", and is incorporated herein by this reference.

                                      -36-


<PAGE>





                                     PART IV
                                     -------

Item 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                 ----------------------------------------------------
                 ON FORM 8-K
                 -----------

                 (a)  (1)  FINANCIAL STATEMENTS

                      The  following  items,  including  consolidated  financial
                      statements of the Company, are set forth at Item 8 of this
                      Report:

                           Report of Independent Certified Public Accountants

                           Consolidated Balance Sheets - December 31, 2000,
                           and 1999

                           Consolidated Statements of Income - Years ended
                           December 31, 2000, 1999 and 1998

                           Consolidated  Statements  of  Stockholders' Equity -
                           Years ended December 31, 2000, 1999 and 1998

                           Consolidated Statements of Cash Flows - Years ended
                           December 31, 2000, 1999 and 1998

                           Notes to Consolidated Financial Statements

                 (a)  (2)  FINANCIAL STATEMENT SCHEDULES

                           Report of Independent Certified Public Accountants
                           (at p. 40 of this Report)

                           Schedule II -  Valuation and qualifying accounts
                           (at p. 41 of this Report)

                           All other  schedules are omitted because they are not
                           applicable,  or not required, or because the required
                           information is included in the consolidated financial
                           statements or notes thereto.

                 (a)  (3)  EXHIBITS

                      See INDEX to EXHIBITS included at p. 42 of this Report

                 (b)  REPORTS ON FORM 8-K

                      The  Company  did not file any  Reports on Form 8-K during
                      the quarter ended December 31, 2000.

                                      -37-


<PAGE>






                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, TBC  Corporation  has duly caused this Report to be signed
on its  behalf by the undersigned,  thereunto duly  authorized  on this 29th day
of March, 2001.

                                       TBC CORPORATION


                                       By:    /s/ LAWRENCE C. DAY
                                           -------------------------
                                                   Lawrence C. Day
                                                   President  and
                                                   Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of TBC
Corporation and in the capacities and on the dates indicated:


-------------------------------------------------------------------------------
      Name                          Title                             Date
-------------------------------------------------------------------------------



/s/ LAWRENCE C. DAY               President, Chief               March 29, 2001
----------------------            Executive Officer
Lawrence C. Day                   and Director


/s/ THOMAS W. GARVEY              Executive Vice President,      March 29, 2001
--------------------              Chief Financial Officer
Thomas W. Garvey                  and Treasurer


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


* MARVIN E. BRUCE                 Chairman of the Board          March 29, 2001
------------------------          of Directors
Marvin E. Bruce



* ROBERT H. DUNLAP                Director                       March 29, 2001
------------------------
Robert H. Dunlap

* CHARLES A. LEDSINGER, JR.       Director                       March 29, 2001
---------------------------
Charles A. Ledsinger, Jr.



                                      -38-


<PAGE>









* WILLIAM J. McCARTHY             Director                       March 29, 2001
-------------------------
William J. McCarthy

                                  Director                       March  , 2001
-----------------------
Richard A. McStay

* DONALD RATAJCZAK                Director                       March 29, 2001
----------------------
Donald Ratajczak

* ROBERT R. SCHOEBERL             Director                       March 29, 2001
--------------------------
Robert R. Schoeberl

* RAYMOND E. SCHULTZ              Director                       March 29, 2001
-------------------------
Raymond E. Schultz

         * The undersigned by signing his name hereto does sign and execute this
Report  on Form  10-K on  behalf  of each of the  above-named  directors  of TBC
Corporation  pursuant to a power of attorney  executed by each such director and
filed with the Securities and Exchange Commission as an exhibit to this Report.

                                                /s/ LAWRENCE C. DAY
                                            -----------------------------
                                                     Lawrence C. Day
                                                     Attorney-in-Fact

                                      -39-


<PAGE>





PRICEWATERHOUSECOOPERS

                                                    PricewaterhouseCoopers LLP
                                                    1000 Morgan Keegan Tower
                                                    Fifty North Front Street
                                                    Memphis, TN 38103
                                                    Telephone (901) 522 2000
                                                    Facsimile (901) 523 2045


                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors and
 Stockholders of TBC Corporation

Our audits of the consolidated  financial  statements  referred to in our report
dated  January 29, 2001  appearing on page 16 of this Form 10-K also included an
audit of the financial  statement schedule listed in Item 14(a) (2) of this Form
10-K. In our opinion,  the financial  statement schedule presents fairly, in all
material  respects,  the  information set forth therein when read in conjunction
with the related consolidated financial statements.

PricewaterhouseCoopers LLP

January 29, 2001















                                      -40-


<PAGE>





                                 TBC CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                                 (In thousands)
<TABLE>
<CAPTION>


                                                        Additions
                                               -----------------------
                                               Charged       Charged
                                               to Costs         to
                                Balance           and         Other                              Balance
                               January 1,      Expenses      Accounts         Deductions      December 31,
                               ----------      --------      --------         ----------      ------------
<S>                              <C>             <C>         <C>     <C>       <C>     <C>       <C>
     2000
     ----

Warranty reserve............     $ 7,486         $ 3,850     $ 2,125 (1)       $ 4,196 (3)       $ 9,265

Allowance for
     doubtful accounts.....        7,751           1,468         785 (1)         2,173 (4)         7,831


     1999
     ----

Warranty reserve............       8,025           4,881          -              5,420 (3)         7,486

Allowance for
     doubtful accounts.....        9,298           5,090          92             6,729 (4)         7,751


     1998
     ----

Warranty reserve............       6,931           5,647       1,200 (2)         5,753 (3)         8,025

Allowance for
     doubtful accounts.....        7,344             742       2,144 (2)           932 (4)         9,298

</TABLE>




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

(1)       Includes amounts for Tire Kingdom, Inc. as of the June 1, 2000
          effective date of the acquisition.

(2)       Includes amounts for Carroll's, Inc. as of the November 19, 1998
          acquisition date.

(3)       Amounts added during  current year and payable at year end less amount
          payable at beginning of year.

(4)       Accounts written off during year, net of recoveries.


                                      -41-


<PAGE>








                                                      INDEX TO EXHIBITS
                                                      -----------------

<TABLE>
<CAPTION>

                                                                                                         Located at
                                                                                                          Manually
                                                                                                         Numbered Page
                                                                                                         -------------

<S>                                                                                                         <C>

 (2)       PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,
           LIQUIDATION OR SUCCESSION:

  2.1      Share Purchase Agreement, dated November 19, 1998, by and
           among TBC Corporation, Robert E. Carroll, Jr., and William J.
           Baker II, Trustee, was filed as Exhibit 2.1 to the TBC Corporation
           Current Report on Form 8-K, dated November 19, 1998 .....................                      *

  2.2      Agreement and Plan of Merger, dated as of June 2, 2000, by
           and among TBC Corporation, TBC Retail Enterprises, Inc.,
           TKI Holdings, Inc. and Certain Stockholders of TKI Holdings, Inc.,
           was filed as Exhibit 2.1 to TBC's Current Report of Form 8-K,
           dated June 5, 2000 and filed June 20, 2000.........................................               *

 (3)       ARTICLES OF INCORPORATION AND BY-LAWS:

  3.1      Certificate  of  Incorporation  of TBC  Corporation,  restated  as of
           August 6, 1987,  as amended by  Certificate  of Amendment to Restated
           Certificate  of  Incorporation  dated  April 24,  1992,  was filed as
           Exhibit 4.1 to the TBC Corporation Registration Statement on
           Form S-8 (Reg. No. 333-48802) filed on October 27, 2000..................                         *

  3.2      By-Laws of TBC  Corporation as amended  through April 22, 1998,  were
           filed as Exhibit 3.1 to the TBC Corporation Quarterly Report
           on Form 10-Q for the quarter ended June 30, 1998..............................                    *

 (4)       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
           HOLDERS, INCLUDING INDENTURES:

  4.1      Note  Purchase  and Private  Shelf  Agreement,  dated July 10,  1996,
           between  TBC  Corporation  and The  Prudential  Insurance  Company of
           America, was filed as Exhibit 4.1 to the TBC Corporation Current
           Report on Form 8-K, dated July 10, 1996..............................................             *

  4.2      Series A, Series B, and Series C Senior  Notes,  dated July 10, 1996,
           issued by TBC  Corporation  pursuant to the Note  Purchase  Agreement
           referenced in item 4.1 above, were filed as Exhibit 4.2 to the TBC
           Corporation Current Report on Form 8-K, dated July 10, 1996 ............                          *



                                                            -42-


<PAGE>





  4.3      Amendment  No. 1, dated  September  20,  1996,  to the Note  Purchase
           Agreement referenced in item 4.1 above,  including form of Continuing
           Guaranty  executed  by certain  subsidiaries  of TBC  Corporation  in
           connection therewith, was filed as Exhibit 4.5 to the TBC Corporation
           Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1996 ................................................................         *

  4.4      Amendment No. 2, dated October 28, 1998, to the Note Purchase
           Agreement referenced in item 4.1 above was filed as Exhibit 4.6
           to the TBC Corporation Annual Report on Form 10-K for the year
           ended December 31, 1998 .................................................................         *

  4.5      Amendment No. 3, dated January 21, 2000, to the Note Purchase
           and Private Shelf Agreement, dated July 10, 1996, between TBC
           Corporation and The Prudential Insurance Company of America,
           was filed as Exhibit 4.1 to the TBC Corporation Quarterly Report
           on Form 10-Q for the quarter ended March 31, 2000 ...........................                     *

  4.6      Amendment No. 4, dated as of June 2, 2000, to the Note Purchase
           and Private Shelf Agreement, dated July 10, 1996, as amended,
           between TBC Corporation and The Prudential Insurance Company
           of America, was filed as Exhibit 4.1 to the TBC Corporation Quarterly
           Report on Form 10-Q for the quarter ended June 30, 2000 .................                         *

  4.7      Amended and  Restated  Rights  Agreement,  dated as of July 23, 1998,
           between  TBC  Corporation  and  BankBoston,  N.A.,  as Rights  Agent,
           including  as Exhibit A thereto the form of Rights  Certificate,  was
           filed as Exhibit 4.1 to the TBC Corporation Form 8-A/A-1 Registration
           Statement filed with the Commission on July 30, 1998 ........................                     *

 (10)      MATERIAL CONTRACTS:

           Management Contracts and Compensatory Plans or Arrangements
           -----------------------------------------------------------

  10.1     Form of Trust  Agreement  (between the Company and certain  executive
           officers  - 1/1/98  version)  was  filed as  Exhibit  10.3 to the TBC
           Corporation Quarterly Report on Form 10-Q for the quarter
           ended March 31, 1998 .....................................................................        *

  10.2     TBC Corporation 2000 Stock Option Plan was filed as Exhibit 4.3
           to the TBC Corporation Registration Statement on Form S-8
           (Reg. No. 333-48802) filed on October 27, 2000 .................................                  *

  10.3     TBC  Corporation  1989 Stock  Incentive Plan, as amended and restated
           April  23,  1997 was  filed as  Exhibit  10.1 to the TBC  Corporation
           Quarterly Report on Form 10-Q for the quarter ended
           June 30, 1997 ..................................................................................  *


                                                            -43-


<PAGE>






  10.4     TBC Corporation Deferred Compensation Plan for Directors ...............                          47

  10.5     Resolution   adopted  by  the  Compensation   Committee  of  the  TBC
           Corporation  Board of  Directors,  September  26,  1996,  relating to
           interest  payable on deferred  compensation of officers and directors
           of TBC Corporation,  was filed as Exhibit 10.3 to the TBC Corporation
           Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1996 ................................................................         *

  10.6     Executive Employment Agreement between the Company and
           Lawrence C. Day, amended and restated as of November 1, 2000
           (without Exhibit A thereto, which is substantially identical to the form
           of Trust Agreement referenced in Exhibit 10.1) ....................................               52

  10.7     Executive Employment Agreement, dated as of October 31, 2000,
           between the Company and Kenneth P. Dick (without Exhibit A
           thereto, which is substantially identical to the form of Trust
           Agreement referenced in Exhibit 10.1) .................................................           62

  10.8     Letter agreement, dated December 11, 2000, between TBC
           Corporation and Barry D. Robbins .......................................................          71

  10.9     TBC Corporation  Management  Incentive  Compensation Plan,  effective
           January 1, 1997,  was filed as  Exhibit  10.1 to the TBC  Corporation
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1997 ........................................................................       *

  10.10    TBC Corporation  Executive  Supplemental  Retirement Plan, as amended
           through  August  1,  1997,  was  filed  as  Exhibit  10.3  to the TBC
           Corporation Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1997 ......................................................           *

  10.11    TBC Corporation  Executive  Retirement Plan was filed as Exhibit 10.1
           to the TBC Corporation Quarterly Report on Form 10-Q for
           the quarter ended June 30, 1998 .........................................................         *

  10.12    TBC  Corporation  Executive  Deferred  Compensation  Plan,  effective
           August 1,  1999,  was filed as  Exhibit  10.6 to the TBC  Corporation
           Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1999 ................................................................         *

  Other Material Contracts
  ------------------------

  10.13    Form of TBC Corporation's standard Distributor Agreement ................                         75

  10.14    Form of Franchise Agreement in use by Big O Tires, Inc.
           was filed as Exhibit 10.25 to the TBC Corporation Annual Report
           on Form 10-K for the year ended December 31, 1997 .........................                       *


                                                            -44-


<PAGE>





  10.15    Agreement,  dated October 1, 1977,  between TBC  Corporation  and The
           Kelly-Springfield Tire Company, including letter dated June 30, 1978,
           was filed as Exhibit 10.6 to TBC Corporation  Registration  statement
           on Form S-1, filed on April 21, 1983
           (Reg. No. 2-83216) ..........................................................................     *

  10.16    Ten-Year Commitment Agreement, dated March 21, 1994,
           between the Company and The Kelly-Springfield Tire Company ..........                             81

  10.17    Agreement, effective January 1, 1994, between the Company
           and Cooper Tire & Rubber Company ....................................................             82

 (21)      SUBSIDIARIES OF THE COMPANY:

  21.1     List of the names and jurisdictions of incorporation of the
           subsidiaries of the Company .............................................................         98

 (23)      CONSENTS OF EXPERTS AND COUNSEL:

  23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants,
           to incorporation by reference of their report dated January 29, 2001
           in Post-Effective Amendment No. 1 to the Registration Statement
           on Form S-8 for the Company's 1989 Stock Incentive Plan
           (Reg. No. 33-43166) and in the Registration Statement on Form S-8
           for the Company's 2000 Stock Option Plan (Reg. No. 333-48802) .......                             99

 (24)      POWER OF ATTORNEY:

  24.1     Power of attorney of each person who signed this Annual Report
           on Form 10-K on behalf of another pursuant to a power of attorney .....                          100


</TABLE>




"*"        Indicates  that the Exhibit is  incorporated  by reference  into this
           Annual  Report  on  Form  10-K  from  a  previous   filing  with  the
           Commission.


                                      -45-


<PAGE>







                                 TBC CORPORATION

                                    EXHIBITS

                                       TO

                                    FORM 10-K

                               FOR THE YEAR ENDED

                                DECEMBER 31, 2000





























                                      -46-

<PAGE>