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, 1999

                                       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 38 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, 1999 (for purposes of this calculation,
   1,732,041 shares  beneficially  owned by directors and
   executive officers of the Company were treated as being
   held by affiliates of the Company) ............................ $121,563,450


Number of shares of Common Stock, par value $.10, outstanding
   at the close of business on December 31,1999  ................    21,182,193






                       DOCUMENT INCORPORATED BY REFERENCE

TBC  Corporation's  Proxy Statement for its Annual Meeting of Stockholders to be
held on April 26, 2000.  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 present company was  incorporated in Delaware in
1970 under the name THE Tire & Battery Corporation. In 1983, the Company changed
its name to TBC Corporation.

              TBC Corporation and its wholly-owned  subsidiaries are principally
engaged  in one  business,  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.  Through its Big O Tires, Inc. ("Big O") subsidiary,  the Company
is also a franchisor of independent  retail tire and automotive  service stores.
On a limited  basis,  Big O also owns and operates  retail stores and engages in
site selection and real estate  development  for retail  stores.  Big O's retail
stores are located primarily in the western and midwestern United States. Unless
the context  indicates  otherwise,  the term "Company" refers to TBC Corporation
and all of its subsidiaries.

Products

              Sales of tires  accounted for  approximately  93% of the Company's
total sales in 1999, 95% in 1998 and 94% in 1997. The remainder of the Company's
sales include tubes,  wheels and other  products for the automotive  replacement
market. The Company's tire lines, substantially all of which carry the Company's
proprietary  brand  names,  are made by  leading  manufacturers.  The  Company's
Cordovan(R),  Multi-Mile(R)  and Sigma(R)  brand lines of tires are three of the
most  complete  lines  in the  replacement  tire  market,  including  tires  for
passenger,  truck, farm,  industrial,  recreational and other applications.  Big
O(R) brand tires, as well as other tires sold through Big O's retail stores, are
primarily for passenger and light truck applications.

              Other  brands  under which the  Company's  products  are  marketed
include Grand Prix(R),  Grand Am(TM),  Grand  Spirit(R),  Wild Spirit(R),  Grand
Sport(R),  Gran  Esprit(TM),   Aqua  Flow(R),  Wild  Country(R),  Wild  Trac(R),
Stampede(R),   Power  King(R),   Harvest   King(R),   Big  Foot(R),   Legacy(R),
Prestige(R), and Sun Valley(R).


Marketing and Distribution

              TBC  distributes  its products  through a network of wholesale and
retail customers located across the United States, Canada and Mexico. The retail
outlets handling TBC's products  consist  primarily of independent tire dealers.
The loss of any major customer  could have a material  adverse effect upon TBC's
business,  pending the  establishment of a replacement  customer to market TBC's
products.



                                       -3-



<PAGE>






              The  Company's  Big O(R) brand tires are  principally  distributed
through  franchised stores. At December 31, 1999, the Company had a total of 454
Big O stores in the United States,  including 427  franchisee-owned  stores,  11
joint  venture  stores and 16  company-owned  stores.  Big O  products  are also
distributed to 39 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.  Each franchisee is required to
pay an initial franchise fee as well as monthly royalty fees.

              Sales to domestic customers represented 96% of the Company's sales
in 1999, 95% in 1998 and 96% in 1997.  The remainder of the Company's  sales was
attributable  to customers  located  outside the United  States,  principally in
Mexico and Canada.


Major Customers

              The  Company's  ten  largest  customers  accounted  for 29% of the
Company's sales in 1999. No customer  individually  accounted for 10% or more of
the  Company's  total  1999  sales.  See  Note 2 to the  Consolidated  Financial
Statements  and Item 13 of this  Report for  additional  information  concerning
major customers.

              As discussed in Note 3 to the consolidated  financial  statements,
the Company  acquired  Carroll's,  Inc.  on  November  19,  1998.  Carroll's,  a
wholesale  distributor of tires in the southeastern United States  headquartered
in Hapeville, Georgia, was one of the Company's largest customers prior to being
acquired.


Suppliers

              The Company  purchases  its  products,  in finished  form,  from a
number  of  major  rubber  companies  and  other  suppliers  to  the  automotive
replacement  market.  The  Company  owns the brand names under which most of its
products are sold and, in the case of tires, many of the molds in which they are
made.

              The Goodyear Tire & Rubber Company,  through its Kelly-Springfield
Tire  division,  has  been  a  supplier  to the  Company  since  1963.  Goodyear
manufactured  more than  half of the tires  purchased  by the  Company  in 1999,
pursuant to a supply  agreement  entered  into in 1977 and a 10-year  commitment
signed in 1994. 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.

              The  Company  has  not  heretofore   experienced  any  significant
difficulty in purchasing  products in quantities  required,  but there can be no
assurance that such  difficulties  will not be encountered in the future. If one
of its two largest suppliers became unavailable, the Company's business could be
adversely affected, pending the establishment of new, alternate suppliers. There
are a number of other large tire manufacturers on a worldwide basis.


                                       -4-



<PAGE>






Trademarks

              Substantially  all of the Company's  products  carry the Company's
own brand names, as previously set forth.

              The  ability  to  offer  products  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.  The Company holds federal  registrations for substantially all of its
trademarks.

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 1995, first quarter sales have represented, on the average,  approximately
22% of annual sales;  the second and third quarters  approximately  25% and 28%,
respectively;   and  the  fourth  quarter   approximately   25%.  The  Company's
inventories generally fluctuate with anticipated seasonal sales volume.

              Orders for the  Company's  products  are  usually  placed with the
Company by computer  transmission,  facsimile  or  telephone.  Orders are filled
either out of the Company's inventory or by direct shipment to the customer from
the manufacturers' plants at TBC's request.

              Since  distributors and franchisees look to the Company to fulfill
their  needs on  short  notice,  the  Company  maintains  a large  inventory  of
products.   Average  inventories,   based  on  quarter-end  levels  on-hand  and
in-transit,  were $131.1 million during 1999. The Company's  inventory turn rate
(cost of sales,  including the cost of direct  shipments from  manufacturers  to
customers, divided by average inventory) was 4.7 for 1999.

Competition

              The industry in which the Company operates is highly  competitive,
and many of the Company's  competitors are significantly larger and have greater
financial  and other  resources  than the  Company.  The  Company's  competitors
include  its own  suppliers  and  other  tire  manufacturers,  as well as  other
wholesale  tire  distributors.  The  Company  also  competes  against  chain and
department  stores,  warehouse  clubs  and  other  tire and  automotive  product
retailers.  The  Company  believes  it is able to  compete  successfully  in its
industry  because of its ability to offer  quality  products  under  proprietary
brand names, its efficient distribution systems, and its good relationships with
distributors, franchisees and suppliers.

Employees

     As of December 31, 1999, the Company  employed  approximately  900 persons.
The Company considers its employee  relations to be satisfactory.  The Company's
employees are not represented by a union.

                                       -5-


<PAGE>






Item 2.  PROPERTIES

              TBC  Corporation's  executive  offices  are  located  in  Memphis,
Tennessee,  along  with  three of its  warehouse  distribution  facilities.  The
Company  has  a  total  of  31  warehouse  distribution   facilities,   totaling
approximately  3.6 million  square feet,  located in 13 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.


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.


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 26,
2000) or until their respective successors are elected.

                                          Capacities in which
                                            Individual Serves
        Name            Age                     the Company

Lawrence C. Day          50       President and Chief Executive Officer

Ronald E. McCollough     59       Executive Vice President, Chief Financial
                                  Officer and Treasurer

Barry D. Robbins         57       Executive Vice President, Sales and Marketing

Larry D. Coley           42       Vice President, Corporate Controller and
                                  Assistant Secretary


                                       -6-



<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.  McCollough  has  been  Executive  Vice  President  and  Chief
Financial  Officer of the Company since April 1998 and Treasurer since May 1996.
From  1982 to April  1998,  Mr.  McCollough  served  as  Senior  Vice  President
Operations of the Company.  Mr.  McCollough  was  Controller of the Company from
1973 to 1985 and Vice  President  Operations  from 1978 until his  election as a
Senior Vice President.

              Mr.  Robbins has been the Company's  Executive  Vice  President of
Sales and  Marketing  since  April  1998.  From June  1996,  when he joined  the
Company,  until April 1998, Mr. Robbins was the Company's  Senior Vice President
Strategic  Planning.  From 1995 until joining TBC, Mr. Robbins was President and
Chief Executive Officer of Tire Alliance Groupe.  Prior to 1995, Mr. Robbins had
been  continuously  employed  by The  Goodyear  Tire &  Rubber  Company  and its
subsidiaries in a number of management and other positions since 1968.

     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.  Prior to that,  Mr.  Coley  served as the
Company's Manager of Financial Reporting.


















                                       -7-


<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, 1999,  the Company had  approximately
4,600  stockholders  based on the number of holders of record and an estimate of
the number of individual participants represented by security position listings.
The Company did not declare any cash dividends during 1999 or 1998.

          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

            03/31/98............                 10.63                   8.13

            06/30/98............                 10.25                   6.00

            09/30/98............                  6.88                   4.25

            12/31/98............                  7.94                   5.50

            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






                                       -8-



<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,  1999.  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  discussion of the 1998
acquisition  of  Carroll's,  Inc.  in  Note  3  to  the  consolidated  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, 1999.

<TABLE>
<CAPTION>
                                                  Year ended December 31,

                                    1999       1998        1997       1996       1995
                                  --------   --------   --------    -------   --------

INCOME STATEMENT DATA (1):

<S>                               <C>        <C>        <C>        <C>        <C>
Net sales ....................... $743,050   $646,135   $642,852   $604,585   $547,785

Net income ......................   17,939     16,894     19,700     15,499     15,249

Earnings per share (2) ..........      .85        .75        .84        .65        .62

Average shares outstanding ......   21,177     22,430     23,466     23,793     24,583



BALANCE SHEET DATA (1):

Total assets .................... $348,373   $333,790   $264,948   $253,882   $179,952

Working capital .................  113,669    108,251    130,414    117,980     76,600

Long-term debt ..................   47,000     59,653     67,647     69,550        555

Stockholders' equity ............  156,382    138,431    134,187    119,805    104,823

</TABLE>






(1)       In thousands, except per share amounts.

(2)       Basic and diluted.


                                       -9-


<PAGE>





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


RESULTS OF OPERATIONS

1999 Compared to 1998:

              As a  result  of the  Company's  acquisition  of  Carroll's,  Inc.
(Carroll's)  on  November  19,  1998 (see Note 3 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.

              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 the  Company's  Big O
subsidiary,  which  resulted in the closing of one  facility  and the opening of
four new  distribution  facilities  (see  Note 4 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 and administrative expenses increased $9.7 million in 1999
compared  to 1998,  due  largely  to the  effect of the  Carroll's  acquisition.
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 7 to the consolidated financial statements.

                                      -10-


<PAGE>






              Interest  expenses  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 4 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.


1998 Compared to 1997:

              Results of operations for 1998 include the post-acquisition effect
of Carroll's, Inc., which was acquired by the Company on November 19, 1998.

              Net sales for 1998 were relatively  unchanged from the 1997 level,
increasing 0.5%. Sales of tires accounted for  approximately  95% of total sales
in 1998 compared to 94% in 1997. Unit tire shipments  increased 0.1% compared to
the 1997 level.  The average tire sales price  increased  0.7%, due to favorable
changes  in the mix of tires  shipped  which  more  than  offset  the  impact of
continued industry-wide pricing pressures.

              Cost of sales as a percentage of net sales decreased from 84.6% in
1997 to  84.1%  in 1998.  The  reduction  was due  principally  to an  increased
percentage  of  shipments  to  franchised   retail  dealers  compared  to  other
customers. Gross margin percentages on sales to franchised dealers are generally
higher than on shipments to the Company's other customers.

              Distribution  expenses as a percentage of net sales increased from
4.9% in 1997 to 5.3% in 1998. The increases were largely  attributable to higher
product  delivery  expenses in the current  year,  as well as greater  costs for
labor and other warehousing  items. The increased product delivery expenses were
related in part to the aforementioned increase in the percentage of shipments to
franchised  retail  dealers and the  associated  higher  costs of serving  those
customers.  The  increased  warehousing  expenses  were  due  to the  impact  of
Carroll's,  Inc.,  acquired in November 1998, as well as to the impact of higher
inventory levels during the year.

                                      -11-


<PAGE>





              Selling and administrative expenses increased $4.1 million in 1998
compared  to 1997.  Included  in the total for the  prior  year was an  $810,000
charge  associated  with  an  early  retirement   program  accepted  by  certain
employees.  Excluding that charge, 1998 selling and administrative expenses were
$4.9 million  greater  than in 1997.  The increase was largely the result of the
Company's  efforts to accelerate  the growth in its number of franchised  retail
dealers.  The Company  added  personnel  and systems and incurred  various other
operating expenses in conjunction with these expansion  efforts.  The 1998 total
also included  expenses for Carroll's,  Inc. since the November 1998 acquisition
date.

              The  provision  for doubtful  accounts and notes in 1998  declined
$652,000 from the 1997 level due to improved collection experience.

              Interest expenses increased $152,000 from the 1997 level. Interest
related to short-term  borrowings  increased  $459,000 and interest on long-term
borrowings  declined $307,000.  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.

              Net other income was less in 1998 than in 1997,  due  primarily to
reductions in interest income and the equity in results from the Company's joint
ventures.

              The Company's  effective tax rate  increased from 37.6% in 1997 to
39.2% in 1998,  due to a  greater  state  tax  burden  as well as the  impact of
certain other 1998 tax increases.


LIQUIDITY AND CAPITAL RESOURCES

              The Company's financial position and liquidity remain strong, with
working  capital of $113.7  million at  December  31,  1999  compared  to $108.3
million  at the  end  of  1998.  The  Company's  current  ratio  was  relatively
unchanged, at 1.84 at the end of 1999 compared to 1.86 at December 31, 1998.

              At December 31, 1999,  the Company had committed  bank  facilities
which allowed the Company to borrow up to $78.5 million. The unused amount under
these  facilities at December 31, 1999 was $14.4  million.  In January 2000, the
Company  entered into a new 364-day committed  bank facility  which replaced the
previous short-term  borrowing agreements and allows the Company to borrow up to
$100 million.  Long-term  debt,  consisting of Senior Notes  incurred in 1996 to
finance the acquisition of Big O, totaled $53.5 million at December 31, 1999. Of
the total  long-term  debt,  $6.5 million was current at the end of 1999 and the
remainder  was due after one year.  The Company is subject to certain  financial
covenants and other restrictions under its short-term  borrowing  agreements and
Senior Notes (see Notes 5 and 6 to the consolidated financial statements).

              Capital expenditures,  primarily for equipment, tire molds and Big
O retail  stores,  totaled $15.3 million in 1999 and $12.4 million in 1998.  The
Company had no material commitments for capital expenditures at the end of 1999.
The Company  expects to fund 2000  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,
committed bank  facilities and expected funds from operations will be sufficient
to operate on both a short-term and long-term basis.

                                      -12-


<PAGE>






              Cash generated by operations,  together with the available  credit
arrangements,   enabled  the  Company  to  fund  the   above-mentioned   capital
expenditures,  as well as the November 1998  acquisition  of Carroll's for $28.2
million,  investments  in joint ventures of $575,000 in 1999 and $5.1 million in
1998 and repurchases of Company stock. Funds used for stock repurchases  totaled
$95,000 in 1999 and $13.3 million in 1998. As of December 31, 1999,  the Company
had an unused  authorization  from the Board of Directors for the  repurchase of
approximately 1,923,000 additional shares of common stock.



Item 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              The Company  does not  consider  its exposure to market risk to be
material.



Item 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              The financial statements and supplementary  financial  information
required by this Item 8 are included on the following 18 pages of this Report.


























                                      -13-


<PAGE>











                        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,  1999 and 1998,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.  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,  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 the opinion expressed above.



                                                  PRICEWATERHOUSECOOPERS LLP




January 28, 2000











                                      -14-



<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                     ASSETS

                                                                December 31,
                                                              1999        1998
                                                           --------     --------
CURRENT ASSETS:

      Cash and cash equivalents ......................     $  1,273     $  1,699

      Accounts and notes  receivable,  less
       allowance for doubtful  accounts of
        $7,751 in 1999 and $9,298 in 1998:
              Related parties ........................        9,546        8,472
              Other ..................................       75,756       77,632
                                                           --------     --------

              Total accounts and notes receivable ....       85,302       86,104

      Inventories ....................................      138,054      128,691
      Refundable federal and state income taxes ......        3,306        1,477
      Deferred income taxes ..........................        6,079        6,117
      Other current assets ...........................       15,553       10,072
                                                           --------     --------

              Total current assets ...................      249,567      234,160
                                                           --------     --------

PROPERTY, PLANT AND EQUIPMENT, AT COST:

      Land and improvements ..........................        8,129        8,453
      Buildings and leasehold improvements ...........       27,330       29,954
      Furniture and equipment ........................       35,124       30,821
                                                           --------     --------
                                                             70,583       69,228
      Less accumulated depreciation ..................       25,269       25,146
                                                           --------     --------

              Total property, plant and equipment ....       45,314       44,082
                                                           --------     --------


TRADEMARKS, NET ......................................       16,437       16,887
                                                           --------     --------


GOODWILL, NET ........................................       18,018       18,312
                                                           --------     --------


OTHER ASSETS .........................................       19,037       20,349
                                                           --------     --------


TOTAL ASSETS .........................................     $348,373     $333,790
                                                           ========     ========




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


                                      -15-



<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                December 31,
                                                              1999        1998
                                                           --------     --------
CURRENT LIABILITIES:

      Outstanding checks, net ......................      $  5,170      $  5,677

      Notes payable to banks .......................        63,762        49,952

      Current portion of long-term debt ............         6,514         7,860

      Accounts payable, trade ......................        40,417        43,731

      Other current liabilities ....................        20,035        18,689
                                                          --------      --------

              Total current liabilities ............       135,898       125,909
                                                          --------      --------


LONG-TERM DEBT, LESS CURRENT PORTION ...............        47,000        59,653
                                                          --------      --------


NONCURRENT LIABILITIES .............................         1,420         2,612
                                                          --------      --------


DEFERRED INCOME TAXES ..............................         7,673         7,185
                                                          --------      --------


STOCKHOLDERS' EQUITY:

      Common stock, $.10 par value,
         shares issued and outstanding -
         21,182 in 1999 and 21,172 in 1998 .........         2,118         2,117

      Additional paid-in capital ...................         9,639         9,540

      Retained earnings ............................       144,625       126,774
                                                          --------      --------

              Total stockholders' equity ...........       156,382       138,431
                                                          --------      --------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........      $348,373      $333,790
                                                          ========      ========


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



                                      -16-




<PAGE>






                                 TBC CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME


                    (In thousands, except per share amounts)



                                           Years ended December 31,

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

NET SALES * .......................   $ 743,050    $ 646,135    $ 642,852
                                      ---------    ---------    ---------

COSTS AND EXPENSES:

    Cost of sales .................     613,491      543,214      544,119
    Distribution ..................      46,313       34,027       31,479
    Selling and administrative ....      45,637       35,916       31,824
    Provision for doubtful accounts
       and notes ..................       5,090          742        1,394
    Interest expense ..............       7,676        5,948        5,796
    Other (income) expense - net ..      (4,417)      (1,521)      (3,347)
                                      ---------    ---------    ---------

        Total costs and expenses ..     713,790      618,326      611,265
                                      ---------    ---------    ---------

INCOME BEFORE INCOME TAXES ........      29,260       27,809       31,587

PROVISION FOR INCOME TAXES ........      11,321       10,915       11,887
                                      ---------    ---------    ---------

NET INCOME ........................   $  17,939    $  16,894    $  19,700
                                      =========    =========    =========


EARNINGS PER SHARE -
    Basic and diluted .............   $     .85    $     .75    $     .84
                                      =========    =========    =========








   *    Including sales to related parties of $78,880,  $133,170 and $138,511 in
        the years ended December 31, 1999, 1998 and 1997, respectively.


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




                                      -17-



<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED STATEMENTS OF

                              STOCKHOLDERS' EQUITY

                                 (In thousands)


<TABLE>
<CAPTION>

                                                   Years ended December 31, 1997, 1998 and 1999
                                                   --------------------------------------------

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

<S>                                       <C>       <C>          <C>          <C>          <C>
BALANCE, JANUARY 1, 1997 ............      23,727    $   2,373    $   9,624    $ 107,808    $ 119,805

  Net income for year ...............                                             19,700       19,700

  Issuance of common stock under
    stock option and incentive plans           59            6          364         --            370

  Repurchase and retirement
     of common stock ................        (623)         (63)        (254)      (5,425)      (5,742)

  Tax benefit from exercise of
     stock options ..................        --           --             54         --             54
                                        ---------    ---------    ---------    ---------    ---------

BALANCE, DECEMBER 31, 1997 ..........      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
                                        =========    =========    =========    =========    =========
</TABLE>



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


                                      -18-

<PAGE>


                                 TBC CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                              Years ended December 31,
                                                            ----------------------------

                                                            1999        1998        1997
                                                            ----        ----        ----
<S>                                                      <C>         <C>         <C>
Operating Activities:

   Net income ........................................   $ 17,939    $ 16,894    $ 19,700

   Adjustments  to  reconcile  net  income  to net
      cash  provided  by  operating activities:
         Depreciation ................................      6,624       6,226       6,742
         Amortization ................................      1,114         951         979
         Provision for doubtful accounts and notes ...      5,090         742       1,394
         (Gain) on sale of fixed assets ..............     (2,704)       --          --
         Deferred income taxes .......................        526        (464)      1,586
         Equity in (earnings) loss from joint ventures         (6)        217        (426)
         Changes in operating assets
           and liabilities:
             Receivables .............................     (2,256)      8,006       7,866
             Inventories .............................     (9,363)    (15,335)    (13,704)
             Other current assets ....................     (5,481)      3,159      (4,375)
             Other assets ............................       (623)     (1,148)        (15)
             Accounts payable, trade .................     (3,314)     15,593      (5,882)
             Federal and state income taxes
                refundable or payable ................     (1,819)        219      (2,541)
             Other current liabilities ...............      1,346        (275)      1,484
             Noncurrent liabilities ..................     (1,192)       (263)        123
                                                         --------    --------    --------

         Net cash provided by operating activities ...      5,881      34,522      12,931
                                                         --------    --------    --------

Investing Activities:
   Purchase of property, plant and equipment .........    (15,265)    (12,405)     (9,104)
   Acquisition of Carroll's, Inc. ....................       --       (28,201)       --
   Investments in joint ventures .....................       (575)     (5,074)       --
   Net proceeds from asset dispositions ..............      9,981        --          --
   Other .............................................        413         518       1,130
                                                         --------    --------    --------

         Net cash used in investing activities .......     (5,446)    (45,162)     (7,974)
                                                         --------    --------    --------

Financing Activities:
   Net bank borrowings (repayments) under
       short-term borrowing arrangements .............     13,810      23,648       1,404
   Increase (decrease) in outstanding checks, net ....       (507)      1,623       2,678
   Payments on long-term debt ........................    (13,999)       (826)     (2,750)
   Issuance of common stock under stock option
        and incentive plans ..........................         67         318         370
    Repurchase and retirement of common stock ........        (95)    (13,341)     (5,742)
    Other ............................................       (137)       --          --
                                                         --------    --------    --------

         Net cash provided by (used in)
            financing activities .....................       (861)     11,422      (4,040)
                                                         --------    --------    --------

Change in cash and cash equivalents ..................       (426)        782         917

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

   Balance - End of year .............................   $  1,273    $  1,699    $    917
                                                         ========    ========    ========
</TABLE>

                                      -19-
<PAGE>





                                 TBC CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                 (In thousands)

<TABLE>
<CAPTION>

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

                                                               1999       1998     1997
                                                            ---------  --------- ---------
<S>                                                         <C>       <C>       <C>
Supplemental Disclosures of Cash Flow Information:
   Cash paid for - Interest                                  $ 8,477   $ 6,278   $ 6,090
                 - Income Taxes                               12,614    11,162    12,842


Supplemental Disclosure of Non-Cash Financing Activity:
   Tax benefit from exercise of stock options                $    10   $    57   $    54
   Issuance of restricted stock under stock incentive plan        30       316      --

</TABLE>

Supplemental Disclosure of Non-Cash Investing
   and Financing Activities:

         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
                                                                        =======


















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

                                      -20-


<PAGE>




                                 TBC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Operations

            The Company is principally engaged in one business, the distribution
of tires in the automotive  replacement  market. The Company's customers include
wholesalers and retailers in the United States,  Canada and Mexico.  Through its
Big O  Tires,  Inc.  subsidiary,  the  Company  also  acts  as a  franchisor  of
independent  retail tire and automotive  service stores located primarily in the
western and midwestern  United States. On a limited basis, Big O engages in site
selection  and  real  estate  development  for  franchised  stores  and owns and
operates a small number of retail stores.

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  preparation of financial  statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  revenues  and  expenses,  as well as certain  financial  statement
disclosures.

            Reclassifications - Certain  reclassifications have been made in the
balance  sheets,  statements  of income and  statements  of cash flows for prior
years,  to  conform  to the 1999  presentation,  with no  effect  on  previously
reported net income.

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

            Inventories -  Inventories,  consisting of automotive  products held
for resale,  are valued at the lower of cost  (principally last in-first out) or
market.  Current costs of  inventories  exceeded the LIFO value by $ 799,000 and
$1,994,000 at December 31, 1999 and 1998, 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.

                                      -21-


<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

1.  SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Goodwill,  Trademarks and Other Intangible Assets - Goodwill,  which
represents  the  excess of cost over the fair value of  identifiable  net assets
acquired,  was recorded as a result of the  acquisition  of  Carroll's,  Inc. in
November 1998. Goodwill, trademarks and other intangible assets are amortized on
a straight-line basis,  principally over 40 years.  Accumulated  amortization on
intangible  assets  totaled  $2,896,000  and $2,091,000 at December 31, 1999 and
1998, respectively.

            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 intangible assets and determine if the assigned value
is  recoverable  based  on such  projection.  If  impairment  is  indicated,  an
adjustment  will  be made to the  carrying  value  of the  assets  based  on the
discounted  future cash flows.  The Company does not believe that there were any
facts or  circumstances  which  indicated an impairment  of recorded  intangible
assets as of December 31, 1999.

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

            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 1999,  1998 and 1997 were franchise and royalty fees of $9,854,000,
$8,549,000 and $7,811,000, respectively.

            Standard  warranty  -  The  costs  of  anticipated  adjustments  for
workmanship  and  materials  that  are the  responsibility  of the  Company  are
estimated and charged to expense currently.  Warranty reserves of $7,486,000 and
$8,025,000  were included in other current  liabilities in the balance sheets at
December 31, 1999 and 1998, 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 1.3% of net sales during 1999, 1.4% in 1998 and 1.5% in 1997.

            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):
                                                   1999       1998       1997
                                                ---------   --------   -------

   Weighted average common shares outstanding    21,177      22,430    23,466

   Common share equivalents                          12          51       105
                                               ---------   --------  --------

   Weighted average common shares and
         equivalents outstanding                 21,189      22,481    23,571
                                                ========     =======   =======


                                      -22-


<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, 1999.  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 7% of the Company's net sales during
1999, 17% during 1998 and 18% in 1997. 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 9% of net sales in 1999, 10% of net sales
in 1998,  and 11% in 1997.  Sales to joint  ventures in which the Company has an
ownership  interest  accounted for  approximately  3% of the Company's net sales
during  1999  and  1998,  and 4% in 1997.  Accounts  receivable  resulting  from
transactions  with  related  parties  are  presented  separately  in the balance
sheets.

3.  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 (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 1997. 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  $727,000,000  in 1998 and
$723,700,000  in  1997;  pro-forma  net  income  was  $18,800,000  in  1998  and
$20,200,000 in 1997;  pro-forma earnings per share were $.84 in 1998 and $.86 in
1997.

4.  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 its Big O subsidiary.  Proceeds
from the sale of the Las Vegas  facility  were used to retire debt (see Note 6),
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.


                                      -23-



<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

5.  CREDIT FACILITIES

           At December 31, 1999,  the  Company  had  committed  bank  facilities
which allowed the Company to borrow up to $78,500,000.  Interest on one facility
was at the federal funds rate plus 1.15% and interest on the other  facility was
based on LIBOR  plus a  variable  rate  between  0.45% and  0.875%.  The  credit
facilities  also required the payment of certain  commitment and  administrative
fees.  The unused  amount under these  facilities at December 31, 1999 was $14.4
million. The weighted average interest rate on short-term borrowings at December
31, 1999 and 1998 was 6.63% and 5.96%, respectively.

           In January  2000,  the Company  entered into a new 364-day  committed
bank facility which replaced the previous short-term borrowing  agreements.  The
new facility allows the Company to borrow up to  $100,000,000,  with interest at
the  eurodollar  or federal  funds rate plus a variable  rate between  0.60% and
1.175%.  The new credit facility requires the payment of certain  commitment and
administrative fees and contains certain financial covenants dealing with, among
other things,  the Company's net worth,  tangible net worth,  total liabilities,
funded  indebtedness  and fixed charge coverage ratio.  The credit facility also
includes  certain  restrictions  which  affect  the  Company's  ability to incur
additional debt, sell or place liens upon assets and provide guarantees.

6.  LONG-TERM DEBT

           Long-term debt consists of the following (in thousands):
                                                                 December 31,
                                                                1999      1998
                                                              -------    -------

7.55% Series A Senior Note, due from 1999 through 2003        $26,000    $32,500

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

8.71% Senior loan, retired in 1999 (see Note 4)                  --        7,333

Other debt                                                         14        179
                                                              -------    -------

                                                               53,514     67,512

  Less current portion                                          6,514      7,859
                                                              -------    -------

                                                              $47,000    $59,653
                                                              =======    =======

           The Senior Notes, issued  in 1996 to finance the acquisition of Big O
Tires, Inc., are unsecured with interest payable  quarterly.  The note agreement
related to such borrowings  contains certain  financial  covenants dealing with,
among other things,  the Company's  working  capital ratio and interest  expense
coverage,  and incorporates  financial covenants contained in the new short-term
facility  noted  above.   In  addition,   the  note  agreement   places  certain
restrictions  on the Company,  including its ability to incur  additional  debt,
transfer  or place  liens  upon  assets,  provide  guarantees  and  make  loans,
advances, investments and certain expenditures.

           Maturities of long-term  debt are as follows: $6,514,000 due in 2000,
$6,500,000 in 2001,  $6,500,000 in 2002,  $6,500,000 in 2003, $5,500,000 in 2004
and $22,000,000 thereafter.

                                      -24-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


7. OTHER ASSETS

          Other assets consist of the following (in thousands):

                                                       December 31,
                                                   1999            1998
                                                   ----            ----

     Notes receivable                            $ 7,031         $ 9,063
     Investments in joint ventures                 7,933           7,436
     Other intangible assets, net                    730             651
     Other                                         3,343           3,199
                                                 -------         -------
                                                 $19,037         $20,349
                                                 =======         =======

          At December 31, 1998, the notes  receivable  total included a note for
  $4,897,000 from a former distributor, Wall Tire Distributors, Inc. The Company
  held  written  guarantees  from  the  distributor's  former  owners,  Gene and
  Geraldine Wall and Joe and Helen Wall, and filed suit in the Chancery Court of
  Shelby County, Tennessee in 1989 to recover under the guarantees.  The lawsuit
  was  tried  and a jury  verdict  was  reached  on July 1, 1999 in favor of the
  Walls. As a result,  the Company  recorded a pre-tax charge to earnings in the
  second  quarter of 1999 of  $4,589,000,  which equaled the balance of the note
  less $308,000 previously received under a related bankruptcy proceeding.

8.  LEASES

          Rental expense of $6,798,000, $3,564,000 and $3,031,000 was charged to
operations in 1999, 1998 and 1997, respectively, after deducting sublease income
of  $1,841,000  in 1999,  $1,887,000  in 1998 and  $2,122,000  in 1997.  Minimum
noncancelable  real  property  lease  commitments  at December  31, 1999 were as
follows (in thousands):

                 Year                                           Amount

                  2000                                         $ 10,253
                  2001                                            9,199
                  2002                                            7,622
                  2003                                           10,776
                  2004                                            6,188
                  Thereafter                                     23,489
                                                                -------
                                                                 67,527
                  Less sublease income                          (12,179)
                                                                -------

                                                               $ 55,348
                                                                =======

          The commitments relate  substantially to distribution  facilities.  In
addition  to the  above  rental  payments,  the  Company  is  obligated  in some
instances to pay real estate taxes, insurance and certain maintenance.

          The Company, through its Big O subsidiary,  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

                                      -25-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


8.  LEASES (Continued)

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, 1999,  $4,326,000  had been  financed  under the
program,  representing  six properties,  three of which had been sublet to Big O
franchisees.

9.  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, 1999,
1998 and 1997 were as follows (in thousands):

                                          1999            1998         1997
                                        --------       ---------     --------
             Current:
                 Federal                $  9,554       $  9,843      $  8,910
                 State                     1,241          1,536         1,391
                                        ---------      ---------     ---------
                                          10,795         11,379        10,301
             Deferred                        526           (464)        1,586
                                        ---------      ---------     ---------

                                        $ 11,321        $10,915       $11,887
                                          =======        =======       =======


             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 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, 1999  included  $1,907,000  related to the  allowance  for doubtful
accounts  and  notes,   $712,000   related  to  inventory   reserves  and  basis
differences,  and $2,832,000 related to accrued warranty  reserves.  At December
31, 1998, the net deferred income tax asset included  $2,039,000  related to the
allowance for doubtful accounts and notes, $2,032,000 related to inventories and
$3,110,000 related to warranty  reserves.  The net deferred income tax liability
at December 31, 1999 included  $6,319,000  related to trademarks  and $1,124,000
for depreciation differences.  At December 31, 1998, $6,734,000 was included for
trademarks and $1,143,000 was 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:

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

     Statutory U.S. Federal rate              35.0%       35.0%       35.0%
     State income taxes                        2.6         3.6         2.9
     Other                                     1.1          .6         (.3)
                                             ------     -------      ------

     Effective tax rate                       38.7%       39.2%       37.6%
                                              =====       =====        ====


                                      -26-


<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

10.  RETIREMENT PLANS

             The Company has a defined benefit pension plan covering many 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 following  table 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):
                                                              1999         1998
                                                            --------     -------
Actuarial present value of projected benefit
   obligations, at beginning of year                        $(6,535)    $(6,852)

   Service cost                                                (379)       (400)
   Interest cost                                               (438)       (443)
   Actuarial gain (loss)                                        828          88
   Settlement charges                                          --          (257)
   Benefits paid                                                851       1,266
   Expenses paid                                                 73          63
                                                            -------     -------

Actuarial present value of projected benefit
   obligations, at end of year                               (5,600)     (6,535)
                                                            -------     -------

Fair value of plan assets, at beginning of year               5,864       6,176

   Actual return on plan assets                                 952         942
   Employer contribution                                        500          75
   Benefits and expenses paid                                  (924)     (1,329)
                                                            -------     -------

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

Funded Status  - plan assets over (under) projected
   benefit obligation, at end of year                           792        (671)

   Unrecognized net loss from experience different
       from that assumed                                        (66)      1,149

   Unrecognized net assets and prior service cost                74          73
                                                            -------     -------

Prepaid pension cost, at end of year                        $   800     $   551
                                                            =======     =======


             The  net  expense  for the  defined  benefit  pension  plan in 1997
included  a charge  of  $810,000  associated  with an early  retirement  program
accepted  by certain  employees.  The net  expense  for 1999,  1998 and 1997 was
comprised of the following (in thousands):

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

          Service cost                         $   379     $   400     $   404
          Interest cost                            438         443         454
          Return on plan assets                   (952)       (942)     (1,093)
          Net amortization, deferral and
              settlement charges                   386         794       1,412
                                               --------    --------    --------

                                               $   251     $   695     $ 1,177
                                               =======     =======     =======


                                      -27-


<PAGE>




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

10.  RETIREMENT PLANS (Continued)

             The discount rates used in determining the actuarial present values
of benefit  obligations for the defined benefit plan were 7.5% in 1999 and 7% in
1998.  In  both  the  1999  and  1998  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
$3,350,000 at December 31, 1999 and  $4,012,000 at December 31, 1998,  including
vested benefits of $3,242,000 and $3,894,000, respectively.

             The Company also has  unfunded  supplemental  retirement  plans for
certain of its officers,  to provide benefits in excess of amounts  permitted to
be paid by its other  retirement  plans under  current tax law. The 1999 expense
for supplemental  retirement benefits totaled $1,462,000,  including  settlement
charges of $766,000.  Supplemental retirement expenses were $538,000 in 1998 and
$377,000 in 1997.  At December  31,  1999,  the  projected  benefit  obligation,
computed  using the same discount rate and  compensation  assumptions as for the
defined  benefit  pension  plan,  was   $1,165,000.   The  accumulated   benefit
obligation,  which was reflected as a noncurrent liability at December 31, 1999,
totaled $871,000.

             The Company maintains an employee savings plan under Section 401(k)
of the Internal  Revenue Code.  Contributions  by the Company to the 401(k) plan
include those based on a specified percentage of employee contributions, as well
as   discretionary   contributions.   Expenses   recorded   for  the   Company's
contributions totaled $1,030,000 in 1999, $409,000 in 1998 and $422,000 in 1997.

11.  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, 1999 or
1998.

             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 1999, 1998 and 1997,  shares of the Company's  common stock were
repurchased and retired under authorizations made by the Board of Directors.  As
of December 31, 1999, the Company had unused  authorizations  from the Board for
the repurchase of approximately 1,923,000 additional shares.

12.  STOCK OPTIONS AND INCENTIVE PLAN

             The Company's 1989 stock  incentive plan ("1989 Plan") provides 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. The committee may also grant stock  appreciation
rights, either singly or in tandem with stock options,  which entitle the holder
to benefit  from market  appreciation  in the  Company's  common  stock  without
requiring any payment on the part of the holder.

                                      -28-


<PAGE>






              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


12.  STOCK OPTIONS AND INCENTIVE PLAN (Continued)

             The 1989 Plan also  authorizes  the committee 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, 1999,  2,131,000  shares were reserved for issuance  under the 1989
Plan.

             A summary  of stock  option  activity  during  1997,  1998 and 1999
is shown below:

                                                                       Weighted
                                                                        Average
                                        Option       Option Price      Exercise
                                        Shares          Range            Price
                                        ------          -----            -----
Outstanding at January 1, 1997
  (331,784 exercisable)                513,640      $ 5.03 - $12.13       $8.27
     Granted in 1997                   324,112                 7.75        7.75
     Exercised in 1997                 (53,261)       5.03 -   6.55        6.20
     Forfeited in 1997                 (34,711)       6.55 -  12.13        9.81
                                       --------      ---------------      ------
Outstanding at December 31, 1997
  (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
                                     ==========     ===============       ======


             Additional  information  regarding  stock  options  outstanding at
December 31, 1999 is shown below:

                              Outstanding Options           Exercisable Options
                         -------------------------------    -------------------
                                   Weighted     Weighted              Weighted
                                   Average       Average              Average
                          Option   Exercise    Remaining    Option    Exercise
  Option Price Range      Shares     Price         Term     Shares      Price
  ------------------      ------     -----         ----     ------      -----

    $ 5.72  - $ 7.50     571,374   $ 7.24       7.7 yrs.   105,439    $ 6.20

    $ 7.51  - $10.00     716,567     8.83       7.2 yrs.   433,134      8.69

    $10.01  - $12.13     178,261    11.13       6.1 yrs.    93,017     11.93
                       ----------                          --------

                       1,466,202                           631,590
                       =========                           =======


                                      -29-



<PAGE>





              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


12.  STOCK OPTIONS AND INCENTIVE PLAN (Continued)

             The Company has adopted the disclosure-only provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation".  Accordingly,  no compensation  has been recognized for the stock
options granted in 1999, 1998 or 1997. Using fair value assumptions specified in
SFAS No. 123, the  weighted  average per share value of options  granted  during
1999, 1998 and 1997 was $3.26, $4.28 and $3.36,  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  $16,947,000  in 1999,
$16,196,000 in 1998 and $19,355,000 in 1997,  compared to reported net income of
$17,939,000  in 1999,  $16,894,000  in 1998 and  $19,700,000  in 1997. Pro forma
earnings per share would have been $.80,  $.72 and $.82 in 1999,  1998 and 1997,
respectively,  rather than the reported totals of $.85 in 1999, $.75 in 1998 and
$.84 in 1997.

             The fair value of each  option  granted in 1999,  1998 and 1997 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 4.8 years in 1999,  4.9 years in 1998 and 5 years in 1997. The expected
volatility  percentages  used for options granted were 43.4% for 1999, 40.5% for
1998 and 37.8% for 1997.

13.  FINANCIAL GUARANTEES AND CREDIT RISK

             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,
1999. 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 $10,470,000 as of December 31, 1999,  including $3,005,000
related to franchisee  financing and $7,465,000 related to store and real estate
leases.

             Most of the above franchisee  financing and lease guarantees 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.


                                      -30-


<PAGE>






              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


14.  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 1999 and 1998 are  summarized  as
follows:

                                      (In thousands, except per share amounts)

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

          1998

     Net sales                      $140,735    $161,923    $177,661    $165,816
     Cost of sales                   118,401     137,148     150,049     137,616
     Net income                        3,150       3,719       5,506       4,519
     Earnings per share -
       Basic and diluted *          $    .14    $    .16    $    .25    $    .21


         *    The total of earnings  per share for each of the  quarters of 1998
              does not equal  earnings per share for the year ended December 31,
              1998, due to the decrease in average shares outstanding.



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

              None.





                                      -31-


<PAGE>





                                    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 26, 2000, 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 26,  2000,  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  26,  2000,  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 26,  2000,  under the  captions  "Election of  Directors"  and  "Executive
Compensation", and is incorporated herein by this reference.







                                      -32-



<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, 1999, and 1998

                       Consolidated Statements of Income - Years ended
                       December 31, 1999, 1998, and 1997

                       Consolidated  Statements  of  Stockholders'  Equity -
                       Years ended December 31, 1997, 1998 and 1999

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

                       Notes to Consolidated Financial Statements

             (a)  (2)  FINANCIAL STATEMENT SCHEDULES

                       Report of Independent Certified Public Accountants
                       (at p. 36 of this Report)

                       Schedule II -  Valuation and qualifying accounts
                       (at p. 37 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. 38 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, 1999.



                                      -33-



<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 18th day of
February, 2000.

                                            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               February 18, 2000
----------------------          Executive Officer
Lawrence C. Day                 and Director



/s/ RONALD E. McCOLLOUGH        Executive Vice President,      February 18, 2000
------------------------        Chief Financial Officer
Ronald E. McCollough            and Treasurer





* MARVIN E. BRUCE               Chairman of the Board          February 18, 2000
------------------------        of Directors
Marvin E. Bruce



* ROBERT H. DUNLAP              Director                       February 18, 2000
------------------------
Robert H. Dunlap



* CHARLES A. LEDSINGER, JR.     Director                       February 18, 2000
---------------------------
Charles A. Ledsinger, Jr.



                                      -34-



<PAGE>









* WILLIAM J. McCARTHY           Director                       February 18, 2000
-------------------------
William J. McCarthy



* RICHARD A. McSTAY             Director                       February 18, 2000
-----------------------
Richard A. McStay



* DONALD RATAJCZAK              Director                       February 18, 2000
----------------------
Donald Ratajczak



* ROBERT R. SCHOEBERL           Director                       February 18, 2000
--------------------------
Robert R. Schoeberl



* RAYMOND E. SCHULTZ            Director                       February 18, 2000
-------------------------
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










                                      -35-



<PAGE>









                      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 28, 2000  appearing on page 14 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 28, 2000

















                                      -36-



<PAGE>






                                 TBC CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                                 (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>
     1999

Warranty reserve............     $ 8,025         $ 4,881       $       -         $ 5,420 (2)        $7,486

Allowance for
     doubtful accounts.....        9,298           5,090              92           6,729 (3)         7,751

     1998

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

Allowance for
     doubtful accounts.....        7,344             742           2,144 (1)         932 (3)         9,298

     1997

Warranty reserve...........        6,675           6,422               -           6,166 (2)         6,931

Allowance for
     doubtful accounts.....        8,879           1,394               -           2,929 (3)         7,344

</TABLE>







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

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

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


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<PAGE>






                                INDEX TO EXHIBITS

                                                                    Located at
                                                                      Manually
                                                                   Numbered Page

(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...... *


(3)    ARTICLES OF INCORPORATION AND BY-LAWS:

3.1    Certificate of  Incorporation  of TBC  Corporation,  as amended
       April 29, 1988, was filed as Exhibit 3.1 to the TBC Corporation
       Annual Report on Form 10-K for the year ended December 31, 1993...... *


3.2    Amendment  to  Restated  Certificate  of  Incorporation  of TBC
       Corporation  dated April 23, 1992,  was filed as Exhibit 3.2 to
       the TBC  Corporation  Annual  Report  on Form 10-K for the year
       ended December 31, 1992.............................................. *


3.3    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  March  31,  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....................................................... *




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<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    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   Executive  Employment  Agreement  between  the  Company and Mr.
       Louis S. DiPasqua, amended and restated as of January 31, 1995,
       was  filed as  Exhibit  10.1 to the TBC  Corporation  Quarterly
       Report  on Form  10-Q for the  quarter  ended  March  31,  1995...... *

10.2   Agreement,   dated  January  7,  1998,   to  Extend   Executive
       Employment  Agreement  between  the  Company  and Mr.  Louis S.
       DiPasqua  was  filed  as  Exhibit  10.1 to the TBC  Corporation
       Quarterly  Report on Form 10-Q for the quarter  ended March 31,
       1998 ................................................................ *

10.3   Amendment,   dated  July  1,  1996,  to  Executive   Employment
       Agreement  between the Company and Mr.  Louis S.  DiPasqua  was
       filed as Exhibit 10.4 to the TBC  Corporation  Annual Report on
       Form 10-K for the year ended December 31, 1996....................... *

10.4   Amendment,  dated  September 28, 1999, to Executive  Employment
       Agreement  between the Company and Mr.  Louis S.  DiPasqua  was
       filed as Exhibit 10.1 to the TBC Corporation  Quarterly  Report
       on  Form10-Q  for  the  quarter   ended   September   30,  1999...... *

10.5   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......................................... *


                                -39-


<PAGE>






10.6   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........................................................ *

10.7   TBC Corporation  Deferred  Compensation  Plan for Directors was
       filed as Exhibit 10.10 to the TBC Corporation  Annual Report on
       Form 10-K for the year ended December 31, 1993....................... *

10.8   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  ........................................... *

10.9   Executive  Employment  Agreement  between  the  Company and Mr.
       Lawrence  C. Day,  amended  and  restated as of October 1, 1999
       (without Exhibit A thereto, which is substantially identical to
       the Form of Trust  Agreement  referenced in Exhibit 10.5),  was
       filed as Exhibit 10.3 to the TBC Corporation  Quarterly  Report
       on Form 10-Q for the quarter ended September 30, 1999................ *

10.10  Executive  Employment  Agreement  dated as of  November 1, 1988
       between  the Company and Mr.  Ronald E.  McCollough,  including
       Trust  Agreement  as  Exhibit  A  thereto,  as  extended  as of
       November  1, 1991 and as amended as of July 1, 1992,  was filed
       as Exhibit 10.12 to the TBC  Corporation  Annual Report on Form
       10-K for the year ended December 31, 1992............................ *

10.11  Amendment,   dated  July  1,  1996,  to  Executive   Employment
       Agreement  between the Company and Mr. Ronald E. McCollough was
       filed as Exhibit 10.16 to the TBC Corporation  Annual Report on
       Form 10-K for the year ended December 31, 1996....................... *

10.12  Agreement to Extend  Executive  Employment  Agreement,  between
       the Company and Mr. Ronald E. McCollough dated October 31, 1997
       was filed as Exhibit 10.16 to the TBC Corporation Annual Report
       on Form 10-K for the year ended December 31, 1997.................... *

10.13  Amendment,  dated  August  1,  1999,  to  Executive  Employment
       Agreement  between the Company and Mr. Ronald E. McCollough was
       filed as Exhibit 10.4 to the TBC Corporation  Quarterly  Report
       on Form 10-Q for the quarter ended September 30, 1999................ *

10.14  Amended and Restated  Executive  Employment  Agreement dated as
       of August 1, 1997 between the Company and Mr. Barry D. Robbins,
       including  Trust  Agreement as Exhibit A thereto,  was filed as
       Exhibit 10.2 to the TBC  Corporation  Quarterly  Report on Form
       10-Q for the quarter ended September 30, 1997........................ *


                                -40-


<PAGE>






10.15  Amendment,  dated  August  1,  1999,  to  Executive  Employment
       Agreement  between  the Company  and Mr.  Barry D.  Robbins was
       filed as Exhibit 10.5 to the TBC Corporation  Quarterly  Report
       on Form 10-Q for the quarter ended September 30, 1999................ *

10.16  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................................................... *

10.17  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..................................... *

10.18  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...................................... *

10.19  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

10.20  Lease   Agreement,   dated  February  25,  1980,   between  TBC
       Corporation and Vantage-Memphis, Inc. was filed as Exhibit 10.2
       to TBC Corporation Registration Statement on Form S-1, filed on
       April 21, 1983 (Reg.No.2-83216)...................................... *

10.21  Modification and  Ratification of Lease,  dated April 16, 1991,
       between TBC Corporation and Vantage-Memphis,  Inc. was filed as
       Exhibit 10.11 to the TBC Corporation Annual Report on Form 10-K
       for the year ended December 31, 1991................................. *

10.22  Form of TBC Corporation's  standard  Distributor  Agreement was
       filed as Exhibit 10.1 to the TBC Corporation  Quarterly  Report
       on  Form 10-Q for the quarter ended June 30, 1994.................... *

10.23  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....................... *




                                -41-



<PAGE>






10.24  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)................................................... *

10.25  Ten-Year  Commitment  Agreement,  dated March 21, 1994, between
       the Company and The  Kelly-Springfield  Tire Company, was filed
       as Exhibit 10.2 to the TBC Corporation Quarterly Report on Form
       10-Q for the quarter ended March 31, 1994............................ *

10.26  Agreement,  effective  January 1, 1994,  signed April 25, 1994,
       between the Company and Cooper Tire & Rubber Company, was filed
       as Exhibit 10.2 to the TBC Corporation Quarterly Report on Form
       10-Q for the quarter ended June 30, 1994............................. *

(21)   SUBSIDIARIES OF THE COMPANY:

21.1   List of the names and  jurisdictions  of  incorporation  of the
       subsidiaries  of the Company  was filed as Exhibit  21.1 to the
       TBC  Corporation  Annual Report on Form 10-K for the year ended
       December 31, 1998...................................................  *

(23)   CONSENTS OF EXPERTS AND COUNSEL:

23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants,
       to incorporation by reference of their report dated January 28,
       2000  in   Post-Effective   Amendment  No.  1  to  Registration
       Statement on Form S-8 for the  Company's  1989 Stock  Incentive
       Plan (Reg. No. 33-43166)............................................. 44

(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 ............................................................ 45

(27)   FINANCIAL DATA SCHEDULE:

27.1   Financial Data Schedule.............................................. +



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

"+"    Included  only in the  Company's  electronic  filing  with  the
       Commission.


                                -42-



<PAGE>









                           TBC CORPORATION



                              EXHIBITS

                                 TO

                              FORM 10-K

                         FOR THE YEAR ENDED
                          DECEMBER 31, 1999






























                                -43-