<PAGE>



                                                                 CONFORMED


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM 10-K

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

   FOR THE FISCAL YEAR ENDED                COMMISSION FILE NUMBER
      DECEMBER 31, 1997                             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                      (Zip Code)
          executive offices)

   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 37 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, 1997 (for purposes of this calcu-
        lation, 1,793,923 shares beneficially
        owned by directors and executive officers
        of the Company were treated as being held
        by affiliates of the Company).................  $204,337,744


   Number of shares of Common Stock, par value $.10,
        outstanding at the close of business on
        December 31, 1997 ............................    23,162,576




                   DOCUMENT INCORPORATED BY REFERENCE

   TBC Corporation's Proxy Statement for its Annual Meeting of Stockholders
   to be held on April 22, 1998.  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 the business of distributing tires and other
   products in the automotive replacement market.  Through its Big O Tires,
   Inc. ("Big O") subsidiary, which was acquired on July 10, 1996, the
   Company is also engaged in the business of franchising 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 Midwest and western 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 94% of the Company's
   total sales in 1997, 88% in 1996 and 89% in 1995.  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" -
   Registered Trademark), 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.  The Company is one of the largest wholesale distributors of
   replacement tires in the United States.

             Other brands under which the Company's products are marketed
   include Grand Prix (R), Grand Am ("TM" - Trademark), 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).

             Through 1996, the Company's products also included automotive
   parts lines such as batteries, wheels, ride-control products, filters,
   brake parts and chassis parts.  In December 1996, the Company announced
   its decision to refocus operations on the replacement tire business and
   discontinue the marketing of automotive parts lines to independent
   distributors.  In connection with this decision, the Company sold certain
   assets of its former battery distribution subsidiary in December 1996 and
   completed the remainder of the marketing and operational changes in early
   1997.  There was no impact on the products marketed and distributed by Big
   O, which include wheels, ride-control products and certain other
   automotive products, in addition to its tire lines.  There was also no
   impact on the Company's marketing of tubes to independent distributors.


                                       -3-<PAGE>


   Marketing and Distribution

             The Company distributes its products other than those sold
   through its Big O subsidiary ("TBC products"), through a network of
   distributors located across the United States, Canada and Mexico.  Some of
   these distributors act as wholesalers, some as retailers and some as both
   wholesalers and retailers.  The retail outlets handling TBC products
   consist primarily of independent tire dealers.  The loss of any major
   distributor of TBC products could have a material adverse effect upon the
   Company's business, pending the Company's establishment of a replacement
   distributor.

             Big O distributes its products principally through its 
   franchised independent retail tire and automotive service stores.  At
   December 31, 1997, Big O had a total of 415 stores in the United States,
   including 399 franchisee-owned stores, three joint venture stores and 13
   company-owned stores.  Big O also distributes its products to 36
   unaffiliated retail stores in British Columbia, Canada.

             Big O franchise agreements grant a ten-year license to sell
   Big O (R) 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.

   Major Customers

             The Company's ten largest customers accounted for 44% of the
   Company's gross sales in 1997.  Sales to Les Schwab Warehouse Center,
   Inc., Prineville, Oregon, represented 11% of the Company's gross sales in
   1997.  Sales to Carroll's, Inc., Hapeville, Georgia, excluding sales to
   distributors which operate under arrangements with and may pay
   compensation to Carroll's, also represented 11% of the Company's gross
   sales in 1997.  No other customers individually accounted for more than
   10% of the Company's 1997 gross sales.  See Item 13 of this Report for
   additional information concerning major customers.

   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 Kelly-Springfield Tire Company, a division of Goodyear Tire
   and Rubber Company, has been a supplier to the Company since 1963.  Kelly-
   Springfield manufactured more than half of the tires purchased by the
   Company in 1997, 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 difficulty in
   purchasing products in quantities needed by it, but there can be no
   assurance that such difficulties will not be encountered in the 

                                       -4-<PAGE>


   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 manu-
   facturers on a worldwide basis.

   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 second and third quarters of each year, with the first quarter
   exhibiting the lowest level.  Since 1993, first quarter sales have
   represented, on the average, approximately 23% of annual sales;
   the second and third quarters approximately 25% and 28%, respectively;
   and the fourth quarter approximately 24%.  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.  The average of beginning and end-of-year
   inventories was $78,000,000 in 1997.  The Company's inventory turn rate
   (cost of sales, including the cost of direct shipments from manufacturers
   to customers, divided by average inventory) was 7.0 for 1997.

   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, oil companies 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, 1997, the Company employed 585 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.   Warehouse distribution facilities for TBC products, which
   total approximately 1,300,000 square feet under roof, are also located in
   Memphis.  The Company owns the executive office building and one of its
   warehouses.  One TBC warehouse is leased under an agreement expiring in
   2005 and two other TBC warehouses are leased under agreements expiring in
   2000.  The Company's Northern States Tire, Inc. subsidiary owns facilities
   in New Hampshire, Vermont and Maine.

             Big O leases its executive offices, which are located in
   Englewood, Colorado.  Big O owns its warehouse distribution facilities,
   which total approximately 480,000 square feet and are located in Boise,
   Idaho, New Albany, Indiana and Henderson, Nevada.  Big O also owns certain
   retail store locations.

   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.  

            See Note 6 to the consolidated financial statements for informa-
   tion with respect to pending legal proceedings relative to the collection
   of a promissory note receivable held by the Company.

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

             None.

   EXECUTIVE OFFICERS OF THE REGISTRANT

             The following table 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 22, 1998) or until their respective successors are elected.


                                       -6-<PAGE>

                                             Capacities in which
                                              Individual Serves
          Name            Age                   the Company     

   Louis S. DiPasqua      63              President and Chief
                                          Executive Officer

   Bob M. Hubbard         63              Executive Vice President
                                          Purchasing and Engineering

   Kenneth P. Dick        51              Senior Vice President
                                          Sales

   Ronald E. McCollough   57              Senior Vice President
                                          Operations and Treasurer

   Barry D. Robbins       55              Senior Vice President
                                          Strategic Planning

   Larry D. Coley         40              Vice President and
                                          Controller


            Mr. DiPasqua has been Chief Executive Officer since July 1994,
   and President since joining the Company in 1991.  Mr. DiPasqua has been a
   director since 1991 and served as the Company's Chief Operating Officer
   from 1991 until July 1994.  Prior to joining the Company, Mr. DiPasqua was
   an executive with the Goodyear Tire & Rubber Company.  During his 28 years
   at Goodyear, Mr. DiPasqua held a variety of positions, including Vice
   President of Replacement Tire Sales and Marketing, President and Chief
   Executive Officer of Kelly Springfield Tire Company (a division of
   Goodyear) and Chairman and Managing Director of Goodyear Great Britain.  

            Mr. Hubbard was named Executive Vice President Purchasing and
   Engineering of the Company in December 1997.  Mr. Hubbard served as Senior
   Vice President Purchasing and Engineering from 1982 until being named
   Executive Vice President.  From 1973 to 1982, Mr. Hubbard served as Vice
   President Purchasing and Quality Assurance of the Company.

            Mr. Dick has served as Senior Vice President Sales of the Company
   since 1988.  From 1982 until his election as Senior Vice President, Mr.
   Dick served as Vice President Sales of the Company.  Mr. Dick joined the
   Company in 1971, and from 1980 until 1982, served as Sales Manager of the
   Company.

            Mr. McCollough has been Senior Vice President Operations of the
   Company since 1982 and Treasurer since May 1996.  Mr. McCollough served as
   Controller of the Company from 1973 to 1985 and as Vice President
   Operations from 1978 until his election as a Senior Vice President.


                                       -7-<PAGE>

            Mr. Robbins joined the Company as Senior Vice President Strategic
   Planning in June 1996.  From 1995 until joining the Company, Mr. Robbins
   was President and Chief Executive Officer of Tire Alliance Groupe.  Prior
   to 1995, Mr. Robbins had been continuously employed by 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
   the Controller of the Company since 1989.  Prior to that, Mr. Coley was
   the Company's Manager of Financial Reporting.


                                     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, 1997, the Company had
   approximately 4,800 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 1997 or 1996.

             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

               03/31/96............                 8.63         6.38

               06/30/96............                 9.13         6.63

               09/30/96............                 8.75         6.38

               12/31/96............                 8.38         5.25

               03/31/97............                 9.94         7.00

               06/30/97............                10.00         6.75

               09/30/97............                 9.75         7.38

               12/31/97............                11.00         9.00














                                       -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, 1997. 
   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 1996 acquisition of Big O Tires, Inc. in Note 3 to the
   consolidated financial statements.  The Company did not declare any cash
   dividends during the five-year period ended December 31, 1997.


                                            Year ended December 31,

                                  1997      1996      1995      1994      1993

   INCOME STATEMENT DATA (1):     

   Net sales ................  $642,852  $604,585  $547,785  $563,661  $580,104

   Net income ...............    19,700    15,499    15,249    19,546    21,375

   Earnings per share (2) ...       .84       .65       .62       .71       .74

   Average shares 
       outstanding ..........    23,466    23,793    24,583    27,551    28,758



   BALANCE SHEET DATA (1):

   Total assets .............  $262,141  $253,882  $179,952  $169,682  $166,746

   Working capital ..........   130,414   117,980    76,600    91,279    95,114

   Long-term debt ...........    67,647    69,550       555       -        -   
    
   Stockholders' equity .....   134,187   119,805   104,823   113,983   116,550











                      


   (1)  In thousands except per share amounts.

   (2)  Basic and assuming dilution.


                                       -9-<PAGE>



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

   RESULTS OF OPERATIONS


   1997 Compared to 1996:

             As a result of the Company's acquisition of Big O Tires, Inc. on
   July 10, 1996 (see Note 3 to the consolidated financial statements), there
   were a number of significant changes in income statement items between the
   years 1997 and 1996.  Additionally, the impact of the Company's decision
   in December 1996 to discontinue the marketing of automotive parts, except
   those sold through Big O, affected the comparison of year-to-year
   results.  Included in the 1996 operating results were $2.4 million in
   pre-tax charges related to this decision.  The discontinued product lines
   comprised approximately 6.5% of net sales in 1996.  (See Note 14 to the
   consolidated financial statements.)

             Net sales for 1997 increased 6.3% from the 1996 level, with Big
   O contributing an additional $75.3 million in net sales.  Sales of tires
   accounted for approximately 94% of total sales in 1997 compared to 88% in
   1996.  The increased percentage of tire sales was the result of the above-
   mentioned decision to discontinue the marketing of certain non-tire
   products to TBC's independent distributors.  Excluding the contribution by
   Big O, TBC's unit tire volume increased 2.9% compared to the 1996 level. 
   The average tire sales price excluding Big O declined 1.7%, due
   principally to industry-wide price discounting that was prevalent
   throughout much of 1996 and 1997.

             Cost of sales as a percentage of net sales decreased from 87.4%
   in 1996 to 84.6% in 1997, due largely to the full-year effect of the Big O
   acquisition, including the positive impact on the Company's overall
   sourcing strength.  In addition, an increase in the percentage of
   shipments through the Company's distribution facilities rather than direct
   from manufacturers affected the comparison to 1996 results.  Gross margin
   percentages on shipments through the Company's own facilities are
   typically higher than on shipments direct from manufacturers, since sales
   prices are generally higher to help offset the incremental costs of
   distribution.

             Distribution expenses increased $6.5 million in 1997 compared to
   1996.  The increase was principally due to the inclusion of additional
   warehousing and product delivery expenses at Big O of $5.1 million.  The
   increase was also due in part to the above-noted increase in the percentage
   of TBC's shipments through the Company's distribution facilities.

             Selling and administrative expenses increased $8.9 million in
   1997 compared to 1996, due primarily to the inclusion of additional Big O
   expenses of approximately $9.8 million.  The 1997 increase was also
   affected by a charge of $810,000 associated with an early retirement
   program accepted by certain employees.  Expenses in 1996 included charges
   of approximately $700,000 related to the decision to discontinue selling
   automotive parts to TBC's independent distributors.  Excluding these
   items, selling and administrative expenses were reduced by $1.0 million in
   1997.


                                      -10-<PAGE>


             Interest expenses increased $1.7 million compared to the 1996
   level.  The full-year impact of the long-term borrowings incurred to
   finance the Big O acquisition resulted in increased interest in 1997. 
   This more than offset an $887,000 reduction in interest on short-term
   borrowings related to lower borrowing levels.
    
             Net other income was higher in 1997 than in 1996, due primarily
   to greater interest income and an increase in the equity in earnings from
   the Company's joint ventures.  

             The Company's effective tax rate decreased from 39.0% in 1996 to
   37.6% in 1997.  The lower effective rate reflects a reduction in TBC's
   state taxes, as well as the impact of certain other 1997 tax reductions.

   1996 Compared to 1995:

             Net sales for 1996 were $604.6 million, a 10.4% increase from
   1995 net sales of $547.8 million.  The increase was due principally to the
   addition of sales by Big O, which was acquired July 10, 1996. Sales of
   tires accounted for approximately 88% of total sales in 1996 compared to 89%
   in 1995.  Excluding the contribution by Big O, sales of tires declined 2.4%,
   due principally to industry-wide price discounting throughout much of 1996
   which caused average tire sales prices to be 3.7% lower than in 1995.  TBC's
   unit tire volume (excluding Big O) increased 1.3% in 1996 compared to the
   1995 level.

             Cost of sales as a percentage of net sales decreased from 89.2%
   in 1995 to 87.4% in 1996, due to the positive effects of the Big O
   acquisition, including the Company's improved overall sourcing strength. 
   In addition, a shift in the Company's sales toward shipments through the
   Company's distribution facilities rather than direct from manufacturers
   affected the year-to-year comparison.  

             Distribution expenses increased $5.5 million in 1996 compared to
   1995, due primarily to Big O warehousing and product delivery expenses
   totaling $3.9 million since the acquisition date.   Approximately
   $643,000 of the increase was associated with the addition of certain
   facilities in the northeastern United States in September 1995.  The 1996
   increase was also related in part to the above-noted increase in the
   percentage of TBC's shipments through its own distribution facilities.

             Selling and administrative expenses increased $10.2 million in
   1996 compared to 1995, due principally to expenses for Big O of approx-
   imately $7.1 million since the July 10, 1996 acquisition date.  Expenses
   in 1996 included charges of approximately $700,000 related to the decision
   to discontinue selling automotive parts to TBC's independent distributors. 
   Increased expenses of $1.6 million were attributable to the facilities
   added in the northeastern United States in September 1995.  The remainder
   of the increase in selling and administrative expenses was principally
   related to salary increases and related expenses.

             Interest expenses increased $1.0 million compared to the 1995
   level.  Interest on the additional long-term borrowings required to
   finance the Big O acquisition totaled $2.2 million in 1996, but was
   partially offset by the effect of reduced short-term borrowing levels. 

             Net other income was higher in 1996 than in 1995, due primarily
   to income from the settlement of a trademark infringement matter. 

                                      -11-<PAGE>


             The Company's effective tax rate increased from 38.4% in 1995 to
   39.0% in 1996.  The increased effective rate reflected the impact of the
   Big O acquisition, due to the additional goodwill amortization and greater
   overall state tax burden.

   LIQUIDITY AND CAPITAL RESOURCES

             The Company's financial position and liquidity remain strong,
   with working capital of $130.4 million at December 31, 1997 compared to
   $118.0 million at the end of 1996.  The Company's current ratio was 3.47
   at the end of 1997 compared to 3.18 at December 31, 1996.  

             The Company's short-term borrowing agreements consist of a one-
   year committed bank facility and a three-year committed bank facility,
   which allow the Company to borrow up to $51.5 million.  The unused amount
   under these facilities at December 31, 1997 was $28.4 million.  Long-term
   debt totaled $68.3 million at December 31, 1997, of which $690,000 was
   current and the remainder was due after one year.  Of the total long-term
   debt, $60 million was incurred to finance the 1996 acquisition of Big O.
  
             Capital expenditures, primarily for equipment and tire molds,
   totaled $9.1 million in 1997 and $5.3 million in 1996.  The Company had
   no material commitments for capital expenditures at the end of 1997.  The
   Company expects to fund 1998 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.
   
             Cash generated by operations, together with the available credit
   arrangements, enabled the Company to fund stock repurchases totaling $5.7
   million in 1997 and $634,000 in 1996, as well as the above-mentioned
   capital expenditures.  As of December 31, 1997, the Company had unused
   authorizations from the Board of Directors for the repurchase of
   approximately 2,011,000 additional shares of common stock. 

             Accounts and notes receivable decreased from $85.8 million at
   December 31, 1996 to $77.3 million at the end of 1997, due principally to
   improved receivable turnover.  Inventories increased from $71.1 million at
   the end of 1996 to $84.8 million at December 31, 1997, due to the addition
   of a number of new lines and sizes of tires during 1997 and to the effect
   of less-than-anticipated sales demand during the fourth quarter of 1997.

             Included in other assets at December 31, 1997 and 1996 is a
   promissory note receivable of $4,897,000 from a former distributor.  (See
   Note 6 to the Consolidated Financial Statements for a discussion of the
   legal proceedings relative to that receivable.) 

             The Company is addressing any "Year 2000" issues and does not
   believe that the costs will be significant.


   Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             The financial statements and supplementary financial informa-
   tion required by this Item 8 are included on the following 17 pages of 
   this Report. 


                                      -12-<PAGE>








               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


   To the Stockholders
   TBC Corporation

             We have audited the accompanying consolidated balance sheets of
   TBC Corporation and Subsidiaries as of December 31, 1997 and 1996, and the
   related consolidated statements of income, stockholders' equity, and cash
   flows for each of the three years in the period ended December 31, 1997. 
   These financial statements are the responsibility of the Company's
   management.  Our responsibility is to express an opinion on these
   financial statements based on our audits.

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

             In our opinion, the financial statements referred to above
   present fairly, in all material respects, the consolidated financial
   position of TBC Corporation and Subsidiaries as of December 31, 1997 and
   1996, and the consolidated results of their operations and their cash
   flows for each of the three years in the period ended December 31, 1997 in
   conformity with generally accepted accounting principles.





                                         COOPERS & LYBRAND L.L.P.



   Memphis, Tennessee
   January 30, 1998











                                       -13-<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS


                                 (In thousands)

                                     ASSETS



                                                             December 31,      

                                                           1997        1996  
                           
   CURRENT ASSETS

       Cash and Cash Equivalents                       $    917     $    -  

       Accounts and notes receivable, less
         allowance for doubtful accounts
         of $7,344 in 1997 and $8,879 in 1996:
           Related parties                               15,072       18,362
           Other                                         62,267       67,444

           Total accounts and notes receivable           77,339       85,806

       Inventories                                       84,806       71,102
       Refundable federal and state income taxes          2,489          -  
       Deferred income taxes                              4,863        6,716
       Other current assets                              12,784        8,409


           Total current assets                         183,198      172,033

   PROPERTY, PLANT AND EQUIPMENT, AT COST

       Land and improvements                              5,604        5,285
       Buildings and leasehold improvements              23,167       21,691
       Furniture and equipment                           29,455       25,929
                                                         58,226       52,905
       Less accumulated depreciation                     21,967       17,818


           Total property, plant and equipment           36,259       35,087


   TRADEMARKS, NET                                       17,337       17,787


   GOODWILL, NET                                         14,628       14,900


   OTHER ASSETS                                          13,526       14,075



   TOTAL ASSETS                                        $264,948     $253,882


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




                                      -14-<PAGE>





                                 TBC CORPORATION

                           CONSOLIDATED BALANCE SHEETS

    
                                 (In thousands)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                            December 31,

                                                          1997         1996  
                           
   CURRENT LIABILITIES

       Outstanding checks, net                         $  3,237     $    559

       Notes payable to banks                            22,496       21,092

       Current portion of long-term debt                    690        1,537

       Accounts payable, trade                           10,879       16,761

       Federal and state income taxes payable               -            106

       Other current liabilities                         15,482       13,998

           Total current liabilities                     52,784       54,053



   LONG-TERM DEBT, LESS CURRENT PORTION                  67,647       69,550  



   NONCURRENT LIABILITIES                                 2,876        2,753  



   DEFERRED INCOME TAXES                                  7,454        7,721  



   STOCKHOLDERS' EQUITY

       Common stock, $.10 par value, 
          shares issued and outstanding -
          23,163 in 1997 and 23,727 in 1996               2,316        2,373

       Additional paid-in capital                         9,788        9,624

       Retained earnings                                122,083      107,808

           Total stockholders' equity                   134,187      119,805


   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $264,948     $253,882





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

                                      -15-<PAGE>






                                 TBC CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME



                    (In thousands, except per share amounts)




                                                  Years ended December 31,
    
                                                1997         1996        1995  

   NET SALES*                             $642,852     $604,585    $547,785


   COSTS AND EXPENSES

             Cost of sales                 544,119      528,610     488,717
             Distribution                   31,479       24,933      19,461
             Selling and administrative     33,218       24,294      14,073
             Interest expense                5,796        4,115       3,110
             Other (income) expense - net   (3,347)      (2,766)     (2,348)

                Total costs and expenses   611,265      579,186     523,013


   INCOME BEFORE INCOME TAXES               31,587       25,399      24,772

   PROVISION FOR INCOME TAXES               11,887        9,900       9,523


   NET INCOME                             $ 19,700     $ 15,499    $ 15,249



   EARNINGS PER SHARE - 
     Basic and assuming dilution          $    .84     $    .65    $    .62











   * Including sales to related parties of $138,511, $137,219 and $130,215 in

     the years ended December 31, 1997, 1996 and 1995, respectively.

    



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




                                      -16-<PAGE>


                                          TBC CORPORATION

                                     CONSOLIDATED STATEMENTS OF

                                        STOCKHOLDERS' EQUITY

                                           (In thousands)

<TABLE>

                                Years ended December 31, 1995, 1996 and 1997    
<CAPTION>
                                    Common Stock     Additional
                                Number of              Paid-In    Retained
                                 Shares    Amount      Capital    Earnings    Total 
<S>                               <C>      <C>         <C>        <C>         <C>

   BALANCE, JANUARY 1, 1995       26,282    $2,628     $10,391    $100,964   $113,983

     Net income for year                                            15,249     15,249

     Issuance of common stock
       under stock option and
       incentive plans, net           19         2         132         -          134

     Repurchase and retirement
       of common stock            (2,517)     (252)     (1,002)    (23,311)   (24,565)

     Tax benefit from exercise of
       stock options                  -          -          22         -           22

   BALANCE, DECEMBER 31, 1995     23,784     2,378       9,543      92,902    104,823

     Net income for year                                            15,499     15,499

     Issuance of common stock
       under stock option and
       incentive plans, net           24         3        114          -          117

     Repurchase and retirement
       of common stock               (81)       (8)       (33)        (593)      (634)

   BALANCE, DECEMBER 31, 1996      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






   The accompanying notes are an integral part of the financial statements.
</TABLE>

                                      -17-<PAGE>




                                 TBC CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
                                                                Years ended December 31,  
<CAPTION>
                                                          1997            1996          1995    
<S>                                                          <C>            <C>            <C>
   Operating Activities:
        Net income                                     $ 19,700        $ 15,499       $ 15,249 

        Adjustments to reconcile net income to net
          cash provided by operating activities:
             Depreciation                                 6,742           5,750          4,612
             Amortization                                   979             530             23
             Write-off of intangible assets                  -              276             -
             Deferred income taxes                        1,586            (845)          (461)
             Equity in (earnings) loss from joint ventures (426)           (265)             -
             Changes in operating assets
               and liabilities: 
                 Receivables                              9,260          19,383          6,179 
                 Inventories                            (13,704)         (2,815)        (9,784)
                 Other current assets                    (4,375)         (1,986)           230 
                 Other assets                               (15)            (40)          (280)
                 Accounts payable, trade                 (5,882)            589        (10,646)
                 Federal and state income taxes
                 refundable or payable                   (2,541)          1,240            (67)
                 Other current liabilities                1,484           1,366            187 
                 Noncurrent liabilities                     123             203            332 

             Net cash provided by 
               operating activities                      12,931          38,885          5,574 

   Investing Activities:
        Purchase of property, plant and equipment        (9,104)         (5,260)        (9,151)
        Acquisition of Big O Tires, Inc.                    -           (55,433)            -
        Investments in joint ventures                       -                -          (1,562)
        Net proceeds from asset disposition                 -             2,099             -
        Other                                             1,130             777             13

             Net cash used in investing activities       (7,974)        (57,817)       (10,700)

   Financing Activities:
     Net bank borrowings (repayments) under
          short-term borrowing arrangements               1,404         (29,746)        25,058 
     Increase (decrease) in outstanding checks, net       2,678          (8,480)         3,863
     Increase in long-term debt                             -            60,000            697
     Payments on long-term debt                          (2,750)         (2,325)           (61)
     Issuance of common stock under stock option
       and incentive plans, net of repurchase               370             117            134
     Repurchase and retirement of common stock           (5,742)           (634)       (24,565)

             Net cash provided by (used in) 
               financing activities                      (4,040)         18,932          5,126 

   Change in cash and cash equivalents                      917              -              -   

   Cash and cash equivalents:
        Balance - Beginning of year                         -                -              -   

        Balance - End of year                          $    917        $     -        $     -  
</TABLE>



                                      -18-<PAGE>





                                 TBC CORPORATION


                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                 (In thousands)

<TABLE>
                                                             Years ended December 31,  
<CAPTION>
                                                            1997           1996          1995    
<S>                                                           <C>            <C>           <C>

   Supplemental Disclosures of Cash Flow Information:
        Cash paid for - Interest                         $  6,090      $   3,510      $  2,956
                      - Income Taxes                       12,842          9,506        10,051


   Supplemental Disclosure of Non-Cash Financing
        Activity:
         Tax benefit from exercise of stock options      $     54      $      -       $     22

    
   Supplemental Disclosure of Non-Cash Investing 
        and Financing Activities:

             On July 10, 1996, the Company completed the
        acquisition of Big O Tires, Inc. for a total
        purchase price of approximately $54,646, plus
        applicable closing costs.  The acquisition was
        accounted for under the purchase method, as
        follows:

             Estimated fair value of assets acquired                   $  60,263
             Trademarks and Goodwill                                      33,072
             Cash Paid                                                   (55,433)

             Liabilities assumed                                       $  37,902



             During 1996, the Company disposed of
        certain assets of its battery distribution
        subsidiary, as follows:

             Assets sold                                               $  (2,882)
             Cash received                                                 2,099

             Liabilities assumed by purchaser                          $    (783)
              











   The accompanying notes are an integral part of the financial statements.
</TABLE>


                                      -19-<PAGE>


                                 TBC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

   Operations

            The Company is principally engaged in the business of distributing
   tires and other products in the automotive replacement market, through
   wholesale and retail customers in the United States, Canada and Mexico. 
   Through its Big O Tires, Inc. subsidiary, which was acquired on July 10,
   1996, the Company also acts as a franchisor of independent retail tire and
   automotive service stores located primarily in the Midwest and western
   United States.  On a limited basis, Big O engages in site selection and
   real estate development for franchised stores and owns and operates a
   limited 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 over
   which the Company has the ability to exercise significant influence 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.

            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
   $3,517,000 and $4,759,000 at December 31, 1997 and 1996, 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 operations.


                                      -20-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

   1.  SIGNIFICANT ACCOUNTING POLICIES (Continued) 

            Goodwill, Trademarks and Other Intangible Assets - Goodwill  and
   trademarks were recorded as a result of the acquisition of Big O Tires,
   Inc. on July 10, 1996.  Goodwill represents the excess of cost over the
   fair value of identifiable net assets acquired.  The value assigned to
   trademarks was based on an independent third-party valuation prepared at
   the time of acquisition.  Goodwill, trademarks and other intangible assets
   are amortized on a straight-line basis, principally over 40 years. 
   Accumulated amortization on intangible assets totaled $1,266,000 and
   $414,000 at December 31, 1997 and 1996, 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 are any facts or circumstances
   indicating impairment of any of its recorded intangible assets.

            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 1997 and 1996 were franchise and royalty
   fees of $7,811,000 and $3,742,000, 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
   $6,931,000 and $6,675,000 were included in other current liabilities in
   the balance sheets at December 31, 1997 and 1996, 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 1.5% of net sales during 1997 and 1996 and
   1.6% in 1995.  

            Earnings per share - In 1997, the Company adopted Statement of
   Financial Accounting Standards No. 128, "Earnings per share", which
   established new standards for computing and presenting earnings per share. 
   Earnings per share for all periods presented have been calculated
   according to this standard.  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.   The weighted average number of common shares
   outstanding totaled 23,466,000 in 1997, 23,793,000 in 1996 and 24,583,000
   in 1995.  Common stock equivalents, representing shares issuable upon
   assumed exercise of stock options, totaled 105,000 in 1997, 47,000 in 1996
   and 99,000 in 1995.  The weighted average number of common shares and
   equivalents outstanding totaled 23,571,000 in 1997, 23,840,000 in 1996 and
   24,682,000 in 1995. 

                                      -21-<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, 1997. 
   Sales to distributors represented on the Board, including affiliates of
   such distributors, accounted for approximately 18% of the Company's net
   sales during 1997, 20% during 1996 and 24% in 1995.  One such distributor
   accounted for approximately 11% of net sales in 1997, 12% in 1996 and 15%
   in 1995.  Another major customer, unaffiliated with the board of
   directors, accounted for approximately 11% of net sales in 1997, 9% in
   1996 and 8% in 1995.  Sales to joint ventures in which the Company has an
   ownership interest accounted for approximately 4% of the Company's net
   sales during 1997, 3% in 1996 and 1% in 1995.  Accounts receivable
   resulting from transactions with related parties are presented separately
   in the balance sheets.

   3.  ACQUISITION OF BIG O TIRES, INC.

            On July 10, 1996, the Company completed the acquisition of Big O
   Tires, Inc.  Under the terms of the merger agreement, Big O stockholders
   received $16.47 in cash for each of the 3,317,916 outstanding shares of
   common stock, a total purchase price of $54,646,000.  The acquisition was
   accounted for as a purchase.  These consolidated financial statements
   include the operating results of Big O from the date of acquisition.

            The following unaudited pro forma information (adjusted for
   interest on required borrowings, estimated amortization of intangible
   assets, improved sourcing strength, etc.) was prepared as if the companies
   had been combined as of January 1, 1995.  The pro forma information does
   not purport to present what actual results of operations would have been
   if the acquisition of Big O had occurred on such date or to project
   results for any future period.  

                                        (In millions, except per share data)

                                               Years Ended December 31,    
                                                   1996          1995  
                                                      (Unaudited)
             Net sales                          $ 673.7        $ 684.4

             Net income                            18.0           18.3

             Earnings per share                     .76            .74

   4.  CREDIT FACILITIES                    

            The Company's short-term borrowing agreements consist of a one-
   year committed bank facility and a three-year committed bank facility. 
   The credit facilities allow the Company to borrow up to $51,500,000, with
   interest on the one-year facility at the federal funds rate plus 1.15% and
   interest on the three-year facility based on LIBOR plus a variable rate
   between 0.45% and 0.875%.  The credit facilities also require the payment
   of certain commitment and administrative fees.  The unused amount under
   these facilities at December 31, 1997 was $28.4 million.  The weighted
   average interest rate on short-term borrowings at December 31, 1997 and
   1996 was 7.22% and 6.61%, respectively.

                                      -22-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   4.  CREDIT FACILITIES (Continued)                    

            The credit facilities contain certain financial covenants dealing
   with the Company's tangible net worth, working capital, funded
   indebtedness and fixed charge coverage ratio.  The credit facilities also
   include certain restrictions which affect the Company's ability to incur
   additional debt, sell or place liens upon assets, provide guarantees and
   make loans, advances, investments and certain expenditures.

   5.  LONG-TERM DEBT

        Long-term debt consists of the following (in thousands):

                                                           December 31,  

                                                        1997        1996 
   7.55% Series A Senior Note, due
   from 1999 through 2003                             $32,500     $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, collateralized
   by certain real estate, due from 
   1998 through 2004                                    8,000       8,000

   Prime rate credit loan from supplier                   -         1,415

   Prime rate bank mortgage loan                          -         1,267

   Other debt                                             337         405

                                                       68,337      71,087

       Less current portion                               690       1,537

                                                      $67,647     $69,550

           The Senior Notes, issued in order 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 the Company's working capital ratio, interest
   expense coverage and tangible net worth.  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.

           The 8.71% Senior loan provides for interest only to be paid
   through July 1998, after which principal and interest are due in quarterly
   installments. 

           Maturities of long-term debt for the next five years are as
   follows:  $690,000 due in 1998, $7,859,000 in 1999, $7,844,000 in 2000,
   $7,833,000 in 2001 and $7,833,000 in 2002. 


                                      -23-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

   6. OTHER ASSETS

            Other assets consist of the following (in thousands):

                                                            December 31,  

                                                         1997        1996

       Notes receivable                               $ 8,445     $ 9,274
       Investments in joint ventures                    2,811       2,433
       Other intangible assets, net                       741         831
       Other                                            1,529       1,537
                                                      $13,526     $14,075

           The notes receivable totals include a note for $4,897,000 from a
   former distributor.  The maker of the note was discharged in a proceeding
   under Chapter 11 of the Bankruptcy Code in 1991.  The Company received
   distributions totaling $308,000 from the bankruptcy proceeding.  The
   Company holds written guarantees of the distributor's account, absolute
   and continuing in form, signed by the principal former owners and officers
   of the distributor and their wives, upon which the Company filed suit in
   1989.  The defendants have pleaded various defenses based on, among other
   things, an alleged oral cancellation of the guarantees.  The defendants
   have also filed a third party complaint against the Company's former chief
   executive officer in which they claim the right to recover against him for
   any liability they may have to the Company.  No trial date has been set at
   this time; however, the Company expects that the lawsuit will be tried
   within the next few months.  The Company believes that the defendants'
   defenses are invalid and that there is no merit to the third-party
   complaint.  The Company knows of no reason to believe that the defendants
   will be unable to pay any judgment that may be entered against them in the
   action.

   7.  LEASES

           Rental expense of $3,031,000, $2,545,000 and $2,069,000 was
   charged to operations in 1997, 1996 and 1995, respectively, after
   deducting sublease income applicable to 1997 and 1996 of $2,122,000 and
   $996,000, respectively.  Minimum noncancelable real property lease
   commitments at December 31, 1997 were as follows (in thousands):

              Year                                     Amount

              1998                                    $ 5,018
              1999                                      4,746
              2000                                      4,275
              2001                                      3,285
              2002                                      3,092 
              Thereafter                                9,893
                                                       30,309
              Less sublease income                     10,483
                                                      $19,826

           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.

                                      -24-<PAGE>



              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

   8.  INCOME TAXES

            The Company records income taxes using the liability method
   prescribed by Statement of Financial Accounting Standards No. 109,
   "Accounting for Income Taxes."  Income taxes provided for the years ended
   December 31, 1997, 1996 and 1995 were as follows (in thousands):

                                                  1997      1996      1995 
           Current:
               Federal                          $ 8,910   $ 9,375   $ 8,868
               State                              1,391     1,370     1,116
                                                 10,301    10,745     9,984
           Deferred                               1,586      (845)     (461)

                                                $11,887   $ 9,900   $ 9,523


           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 enacted 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 Big O assets acquired was a deferred income
   tax asset of $3,365,000, while liabilities assumed in the Big O
   acquisition included a deferred income tax liability of $7,604,000.

           The net deferred income tax asset in the financial statements at
   December 31, 1997 included $824,000 related to the allowance for doubtful
   accounts and notes, $1,366,000 related to inventory reserves and basis
   differences, and $2,696,000 related to accrued warranty reserves.  At
   December 31, 1996, the net deferred income tax asset included $3,156,000
   related to the allowance for doubtful accounts and notes, $1,364,000
   related to inventories and $2,596,000 related to warranty reserves.  The
   net deferred income tax liability at December 31, 1997 and 1996 included
   $6,913,000 and $7,093,000, respectively, related to trademarks.

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

                                                  1997      1996      1995

           Statutory U.S. Federal rate            35.0%     35.0%     35.0%
           State income taxes                      2.9       3.5       2.9
           Other                                   (.3)       .5        .5 

           Effective tax rate                     37.6%     39.0%     38.4%


   9.  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.  

                                      -25-<PAGE>



              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   9.  RETIREMENT PLANS (Continued)  

           The following table sets forth the defined benefit pension plan's
   funded status and amounts recognized in the Company's balance sheets (in
   thousands):

                                                           December 31,  

                                                          1997        1996 
       Actuarial present value of accumulated
           benefit obligations, including
           vested benefits of $4,123 in 1997
           and $3,991 in 1996                           $(4,206)    $(4,273)

       Actuarial present value of projected
           benefit obligations for service
           rendered to date                             $(6,852)    $(6,589)

       Plan assets at fair value, primarily
           listed stocks and U.S. bonds                   6,176       6,590 

       Plan assets over (under) projected
           benefit obligation                              (676)          1 

       Unrecognized net loss from experience
        different from that assumed                       1,782       2,147

       Unrecognized net assets at January 1, 
           1997 and 1996 being recognized
           over 15.53 years                                 (47)        (75)

       Unrecognized prior service cost                      111         123

       Prepaid pension cost                             $ 1,170     $ 2,196


               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 1997, 1996 and 1995
   was comprised of the following (in thousands):

                                                   1997       1996       1995

         Service cost                           $   404     $  392     $  274
         Interest cost                              454        419        349
         Return on plan assets                   (1,093)      (639)      (757)
         Net amortization, deferral
           and settlement charges                 1,412        131        616


                                                $ 1,177     $  303     $  482


           The weighted average discount rates used in determining the 1997
   and 1996 actuarial present values of projected benefit obligations were
   7.00% and 7.25%, respectively.  In both the 1997 and 1996 projections, a
   5% increase in future compensation levels was used and the expected long-
   term rate of return on assets was 10%.

                                      -26-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   9.  RETIREMENT PLANS (Continued)  

           The Company also has an unfunded supplemental retirement plan for
   certain of its executive officers, to provide benefits in excess of
   amounts permitted to be paid by its defined benefit pension plan under
   current tax law.  In addition, supplemental retirement provisions are
   included in the employment agreement of the Company's President and Chief
   Executive Officer.  Expenses for supplemental retirement benefits totaled
   $377,000 in 1997, $313,000 in 1996 and $199,000 in 1995.  At December 31,
   1997, the projected benefit obligation, computed using the same discount
   rate and compensation assumptions as for the defined benefit pension plan,
   was $2,296,000.  The accumulated benefit obligation, which was reflected
   as a noncurrent liability at December 31, 1997, totaled $1,847,000.  

           The Company maintains an employee savings plan under Section
   401(k) of the Internal Revenue Code, covering substantially all of its
   employees.  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 $422,000 in 1997, $194,000 in 1996 and $62,000 in
   1995.

   10.  STOCKHOLDERS' EQUITY

           The Company is authorized to issue 50,000,000 shares of $.10 par
   value common stock.  In addition, 2,500,000 shares of $.10 par value
   preferred stock are authorized, none of which were outstanding at
   December 31, 1997 or 1996. 

           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 either a
   person or group has acquired 20% or more of the Company's common stock or
   the commencement of a tender offer which would result in the offeror's
   ownership of 30% or more of TBC's common stock.  Under defined
   circumstances, the rights allow TBC stockholders to purchase stock in
   either the Company or an acquiring company at a price less than the market
   price.  The rights expire on July 31, 1998 unless redeemed at an earlier
   date.

           In 1997, 1996 and 1995, shares of the Company's common stock were
   repurchased and retired under authorizations made by the Board of
   Directors.  As of December 31, 1997, the Company had unused authorizations
   from the Board for the repurchase of approximately 2,011,000 additional
   shares.

   11.  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

                                      -27-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   11.  STOCK OPTIONS AND INCENTIVE PLAN (Continued)

   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. 

           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, 1997,
   2,216,000 shares were available for future option and restricted stock
   grants under the 1989 Plan.

           A summary of stock option activity during 1995, 1996 and 1997 is
   shown below:
                                                
                                                                       Weighted
                                                                        Average
                                             Option    Option Price    Exercise
                                             Shares      Range          Price 


   Outstanding at January 1, 1995
     (330,360 exercisable)                    438,540  $ 1.48 - $12.13   $ 6.73
      Granted in 1995                         119,325             9.69     9.69
      Exercised in 1995                        37,918    1.48 -   8.00     3.10
      Forfeited in 1995                         6,604    9.69 -  12.13    11.22
   Outstanding at December 31, 1995
     (332,099 exercisable)                    513,343  $ 1.48 - $12.13   $ 7.62
      Granted in 1996                          72,731    6.38 -   8.88     8.47
      Exercised in 1996                        58,038    1.48 -   6.55     2.35
      Forfeited in 1996                        14,396    9.69 -  12.13    10.17
   Outstanding at December 31, 1996
     (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


           Additional information regarding stock options outstanding at
   December 31, 1997 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 

   $5.03  - $7.50        183,293          $ 5.90    3.0 yrs.  181,212   $ 5.89

   $7.51  - $10.00       478,670            8.24    8.7 yrs.   79,949     9.38

   $10.01 - $12.13        87,817           12.09    5.6 yrs.   69,064    12.08

                         749,780                              330,225


                                      -28-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   11.  STOCK OPTIONS AND INCENTIVE PLAN (Continued)

           The option shares listed for the three-year period ended December
   31, 1997 include any with stock appreciation rights (SAR's).  No SAR's
   were granted during this three-year period.  63,280 SAR's were outstanding
   at January 1, 1995, each with an exercise price of $1.71 per share. 
   25,000 SAR's were exercised in 1995 and 38,280 were exercised in 1996.  No
   stock appreciation rights were outstanding as of December 31, 1997 or
   1996.  Amounts in the statements of income relating to stock appreciation
   rights included a credit of $30,000 in 1996 and a charge of $23,000 in
   1995.

           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 1997, 1996 or 1995.  Using
   fair value assumptions specified in SFAS No. 123, the weighted average per
   share value of options granted during 1997, 1996 and 1995 was $3.36, $3.29
   and $3.66, 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 $19,355,000 in 1997, $15,405,000 in 1996 and
   $15,238,000 in 1995, compared to reported net income of $19,700,000 in
   1997, $15,499,000 in 1996 and $15,249,000 in 1995.  Earnings per share on
   a pro forma basis would have been $.82 in 1997 rather than the reported
   $.84.  Pro forma earnings per share in both 1996 and 1995 were the same as
   the reported amounts.

           The fair value of each option granted in 1997, 1996 and 1995 was
   estimated on the date of grant using the Black-Scholes option-pricing
   model using the following weighted-average assumptions: dividend yield of
   0%; expected lives of 5 years and risk-free interest rates equal to zero-
   coupon governmental issues.  The expected volatility used for options
   granted were 37.8% for 1997 and 30% for 1996 and 1995.

   12.  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, 1997.  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 $8,440,000 as of December 31,
   1997, including $3,937,000 related to franchisee financing and $4,503,000
   related to real estate leases.  In addition, Big O is the guarantor of the
   mortgage loan on a formerly-owned building.  At December 31, 1997, the
   exposure to credit loss on such mortgage loan totaled $2,642,000.

           Most of the above franchisee financing and lease guarantees extend
   for more than five years and expire in decreasing amounts through 2009. 
   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 

                                      -29-<PAGE>


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


   12.  FINANCIAL GUARANTEES AND CREDIT RISK (Continued)

   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. 

   13.  LEGAL PROCEEDINGS

           In addition to the litigation described in Note 6, 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.

   14.  REFOCUS OF OPERATIONS ON REPLACEMENT TIRE BUSINESS

           In December 1996, the Company decided to refocus its operations on
   the replacement tire business and discontinue the marketing of certain
   non-tire products such as batteries, wheels, ride-control products and
   filters to independent distributors.  The decision resulted in the
   December 1996 sale of certain assets of the Company's former battery
   distribution subsidiary, as well as other marketing and operational
   changes which were completed by the end of the first quarter of 1997. 
   There was no impact on the products marketed through the Company's Big O
   Tires subsidiary.

             A total of $2.4 million in pre-tax charges was recorded in the
   fourth quarter of 1996 related to these changes.  Included were charges of
   $1.2 million to cost of goods sold associated with inventory write-downs,
   $700,000 in selling and administrative expenses and $460,000 in other
   expenses. 

   SUPPLEMENTARY DATA:

   QUARTERLY FINANCIAL INFORMATION

           Unaudited quarterly results for 1997 and 1996 are summarized as
   follows:
                                (In thousands, except per share amounts)

                                First       Second     Third      Fourth 
                               Quarter     Quarter    Quarter     Quarter
   1997

   Net sales                     $144,367   $163,785   $182,648    $152,052
   Cost of sales                  123,071    139,261    155,713     126,074
   Net income                       3,231      4,784      6,042       5,643
   Earnings per share*           $    .14   $    .20   $    .26    $    .24

   1996

   Net sales                     $124,005   $137,561   $177,338    $165,681
   Cost of sales                  110,065    123,854    153,875     140,816
   Net income                       3,389      3,227      4,730       4,153
   Earnings per share*           $    .14   $    .14   $    .20    $    .17

   * Basic and assuming dilution


                                      -30-<PAGE>





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


               None.



                                    PART III


   Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               Except for information concerning executive officers of the
   Company which is set forth in Part I of this Report, the information
   required by this Item 10 is set forth in the Company's Proxy Statement for
   its Annual Meeting of Stockholders to be held April 22, 1998, 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 22, 1998, 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 22, 1998, 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 22, 1998, under the captions "Election of Directors" and
   "Executive Compensation", and is incorporated herein by this reference.








                                      -31-<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, 1997, and
                       1996

                       Consolidated Statements of Income - Years ended
                       December 31, 1997, 1996, and 1995

                       Consolidated Statements of Stockholders' Equity -
                       Years ended December 31, 1995, 1996 and 1997


                       Consolidated Statements of Cash Flows - Years ended
                       December 31, 1997, 1996, and 1995

                       Notes to Consolidated Financial Statements

                  (a)  (2)  FINANCIAL STATEMENT SCHEDULES

                       Report of Independent Certified Public Accountants (at
                       p. 35 of this Report)

                       Schedule II -  Valuation and qualifying accounts (at
                                      p. 36 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. 37 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, 1997.


                                      -32-<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 in the City of Memphis, Tennessee, on this 11th day of February,
   1998.

                TBC CORPORATION


                By:    /s/ LOUIS S. DiPASQUA   

                       Louis S. DiPasqua
                       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/ LOUIS S. DiPASQUA             President, Chief         February 11, 1998
   Louis S. DiPasqua                 Executive Officer
                                     and Director

   /s/ RONALD E. McCOLLOUGH          Senior Vice President    February 11, 1998
   Ronald E. McCollough              Operations and 
                                     Treasurer (principal
                                     accounting and
                                     financial officer)





   * MARVIN E. BRUCE                 Chairman of the Board    February 11, 1998
   Marvin E. Bruce                   of Directors



   * ROBERT E. CARROLL, JR.          Director                 February 11, 1998
   Robert E. Carroll, Jr.



   * ROBERT H. DUNLAP                Director                 February 11, 1998
   Robert H. Dunlap 


                                      -33-<PAGE>





   * DWAIN W. HIGGINBOTHAM           Director                 February 11, 1998
   Dwain W. Higginbotham



   * CHARLES A. LEDSINGER, JR.       Director                 February 11, 1998
   Charles A. Ledsinger, Jr.




   * RICHARD A. McSTAY               Director                 February 11, 1998
   Richard A. McStay



   * ROBERT M. O'HARA                Director                 February 11, 1998
   Robert M. O'Hara



   * ROBERT R. SCHOEBERL             Director                 February 11, 1998
   Robert R. Schoeberl



            * 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/ LOUIS S. DiPASQUA

                               Louis S. DiPasqua
                               Attorney-in-Fact
















                                     -34- <PAGE>











               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


   To the Stockholders
   TBC Corporation


            Our report on the consolidated financial statements of TBC
   Corporation and Subsidiaries is included on page 13 of this Form 10-K.  In
   connection with our audits of such financial statements, we have also
   audited the related financial statement schedule listed in the index at
   Item 14(a) (2) of this Form 10-K.

            In our opinion, the financial statement schedule referred to
   above, when considered in relation to the basic financial statements
   taken as a whole, presents fairly, in all material respects, the
   information required to be included therein.




                             COOPERS & LYBRAND L.L.P.




   Memphis, Tennessee
   January 30, 1998





















                                      -35-<PAGE>


<TABLE>

                                 TBC CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                 (In thousands)



<CAPTION>
                                        Additions      
                                      Charged     Charged
                                      to Costs      to
                          Balance       and        Other                     Balance
                         January 1,   Expenses    Accounts    Deductions     December 31,
<S>                             <C>         <C>         <C>           <C>             <C>
       1997

   Warranty reserve......$ 6,675        $ 6,422    $   -         $ 6,166<F2>    $ 6,931

   Allowance for
      doubtful
      accounts...........  8,879          1,394        -           2,929<F3>      7,344


      1996

   Warranty reserve......  1,002          4,159      5,613<F1>     4,099<F2>      6,675

   Allowance for 
      doubtful
      accounts...........  8,014          1,640      1,954<F1>     2,729<F3>      8,879


      1995

   Warranty reserve......    975          1,591        -           1,564<F2>      1,002 

   Allowance for
      doubtful
      accounts...........  7,069          1,546        123           724<F3>      8,014

<FN>                 
<F1>Includes amounts for Big O Tires, Inc. as of the July 10, 1996
    acquisition date.  
<F2>Amounts added during current year and payable at year end less
    amount payable at beginning of year.
<F3>Accounts written off during year, net of recoveries.
</FN>
</TABLE>



                                      -36-<PAGE>




                                INDEX TO EXHIBITS



                                                                   Located at 
                                                                    Manually  
                                                                 Numbered Page

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

     2.1           Agreement and Plan of Merger, dated as of April 30,
                   1996, by and among TBC Corporation, TBCO       
                   Acquisition, Inc. and Big O Tires, Inc., was filed
                   as Exhibit 2.1 to the TBC Corporation Current
                   Report on Form 8-K, dated April 30, 1996 ...........    *


    (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, 1994 .....    *


     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 
                   July 25, 1996, were filed as Exhibit 3.1 to the
                   TBC Corporation Quarterly Report on Form 10-Q
                   for the quarter ended September 30, 1996 ...........    * 


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

     4.1           $30,000,000 Long Term Credit Agreement, dated as of
                   September 25, 1996, among TBC Corporation, the
                   lending institutions party thereto, First Tennessee
                   Bank National Association as Administrative Agent,
                   and NBD Bank as Co-Agent, including as Exhibit A
                   the form of Note, dated September 25, 1996, issued
                   by TBC Corporation to each lender pursuant thereto, 
                   and including as Exhibit F the form of Continuing 
                   Guaranty executed by certain subsidiaries of TBC
                   Corporation in connection therewith, was filed as
                   Exhibit 4.1 to the TBC Corporation Quarterly
                   Report on Form 10-Q for the quarter ended
                   September 30, 1996 .................................    *

    

                                      -37-<PAGE>



     4.2           First Amendment, dated July 1, 1997, to Long Term
                   Credit Agreement among TBC Corporation, the lending
                   institutions party thereto, First Tennessee Bank
                   National Association as Administrative Agent, and
                   NBD Bank as Co-Agent, was filed as Exhibit 4.1 to
                   the TBC Corporation Quarterly Report on Form 10-Q
                   for the quarter ended September 30, 1997 ...........    *

     4.3           $48,500,000 Short Term Credit Agreement, dated as
                   of September 25, 1996, among TBC Corporation, the
                   lending institutions party thereto, First Tennessee
                   Bank National Association as Administrative Agent,
                   and NBD Bank as Co-Agent, including as Exhibit A-1
                   the form of Revolving Note, dated September 25, 
                   1996, issued by TBC Corporation to each lender
                   pursuant thereto, including as Exhibit A-2 the
                   form of Swing Line Note, dated September 25, 1996,
                   issued by TBC Corporation to First Tennessee Bank
                   National Association pursuant thereto, and
                   including as Exhibit F the form of Continuing
                   Guaranty executed by certain subsidiaries of TBC
                   Corporation in connection therewith, was filed as
                   Exhibit 4.2 to the TBC Corporation Quarterly
                   Report on Form 10-Q for the quarter ended
                   September 30, 1996..................................    *

     4.4           First Amendment, dated July 1, 1997, to Short Term
                   Credit Agreement among TBC Corporation, the lending
                   institutions party thereto, First Tennessee Bank
                   National Association as Administrative Agent, and
                   NBD Bank as Co-Agent, was filed as Exhibit 4.2 to
                   the TBC Corporation Quarterly Report on Form 10-Q
                   for the quarter ended September 30, 1997 ...........    *

     4.5           Second Amendment, dated September 23, 1997, to
                   Short Term Credit Agreement among TBC Corporation,
                   the lending institutions party thereto, First
                   Tennessee Bank National Association as
                   Administrative Agent, and NBD Bank as Co-Agent,
                   was filed as Exhibit 4.3 to the TBC Corporation
                   Quarterly Report on Form 10-Q for the quarter
                   ended September 30, 1997 ...........................    *

     4.6           Third Amendment to Short Term Credit Agreement and
                   Second Amendment to Long Term Credit Agreement,
                   dated October 28, 1997, among TBC Corporation, the
                   lending institutions party thereto, First Tennessee
                   Bank National Association as Administrative Agent,
                   and NBD Bank as Co-Agent ...........................    45

     4.7           Third Amendment to Long Term Credit Agreement and
                   Fourth Amendment to Short Term Credit Agreement,
                   dated December 17, 1997, among TBC Corporation, the
                   lending institutions party thereto, First Tennessee
                   Bank National Association as Administrative Agent,
                   and NBD Bank as Co-Agent ...........................    48


                                      -38-<PAGE>



     4.8           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 ............    * 

     4.9           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 4.8 above, were filed as
                   Exhibit 4.2 to the TBC Corporation Current Report
                   on Form 8-K, dated July 10, 1996 ...................    * 

     4.10          Amendment No. 1, dated September 20, 1996, to the
                   Note Purchase Agreement referenced in item 4.8
                   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 ......    * 

     4.11          Other long-term debt instruments ...................    #  


   (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           Executive Consulting Agreement between the Company
                   and Mr. Marvin E. Bruce dated January 1, 1995, was
                   filed as Exhibit 10.2 to the TBC Corporation   
                   Quarterly Report on Form 10-Q for the quarter    
                   ended March 31, 1995  ..............................    *

    10.3           Louis S. DiPasqua Trust Agreement dated as of
                   October 22, 1992 between the Company and First
                   Tennessee Bank National Association was filed as
                   Exhibit 10.6 to the TBC Corporation Annual Report
                   on Form 10-K for the year ended December 31, 1992 ..    *

    10.4           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 ...............    * 

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


                                      -39-<PAGE>



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

    10.7           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............    *

    10.8           Executive Employment Agreement dated as of
                   November 1, 1988 between the Company and Mr.
                   Kenneth P. Dick, 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 10.10 to the TBC Corporation
                   Annual Report on Form 10-K for the year ended
                   December 31, 1992 ..................................    *

    10.9           Amendment, dated July 1, 1996, to Executive
                   Employment Agreement between the Company and
                   Mr. Kenneth P. Dick was filed as Exhibit 10.10
                   to the TBC Corporation Annual Report on Form 10-K
                   for the year ended December 31, 1996 ...............    * 

    10.10          Agreement to Extend Executive Employment Agreement,
                   between the Company and Mr. Kenneth P. Dick dated
                   October 31, 1997....................................    51

    10.11          Executive Employment Agreement dated as of
                   November 1, 1988 between the Company and Mr.
                   Bob M. Hubbard, 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 10.11 to the TBC Corporation
                   Annual Report on Form 10-K for the year ended
                   December 31, 1992 ..................................    *

    10.12          Agreement to Extend Executive Employment Agreement,
                   between the Company and Mr. Bob M. Hubbard dated
                   October 31, 1994, was filed as Exhibit 10.11 to the
                   TBC Corporation Annual Report on Form 10-K for the
                   year ended December 31, 1994 .......................    *

    10.13          Amendment, dated July 1, 1996, to Executive
                   Employment Agreement between the Company and
                   Mr. Bob M. Hubbard was filed as Exhibit 10.13
                   to the TBC Corporation Annual Report on Form 10-K
                   for the year ended December 31, 1996 ...............    * 




                                      -40-<PAGE>



    10.14          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 ..................................    *

    10.15          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 ...............    * 

    10.16          Agreement to Extend Executive Employment Agreement,
                   between the Company and Mr. Ronald E. McCollough
                   dated October 31, 1997..............................    52 

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

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

    10.19          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 ...........................................    *

                   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 Registra-
                   tion 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          Lease Agreement, dated September 23, 1992, between
                   TBC Corporation and Weston Management Company
                   (for Weston Building #105) was filed as Exhibit
                   10.18 to the TBC Corporation Annual Report on
                   Form 10-K for the year ended December 31, 1992 .....    *


                                        -41-<PAGE>

                     
    10.23          Lease Agreement, dated September 23, 1992, between
                   TBC Corporation and Weston Management Company
                   (for Weston Building #108) was filed as Exhibit
                   10.19 to the TBC Corporation Annual Report on
                   Form 10-K for the year ended December 31, 1992 .....    *

    10.24          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 ........................    *

    10.25          Form of Franchise Agreement in use by Big O Tires,
                   Inc. ...............................................    53

    10.26          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) ..................    *

    10.27          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 .......................    *

    10.28          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 ...    106

   (23)            CONSENTS OF EXPERTS AND COUNSEL:

    23.1           Consent of Coopers & Lybrand L.L.P., Independent
                   Certified Public Accountants, to incorporation by
                   reference of their report dated January 30, 1998
                   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) .................    107

   (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 ....................    108





                                      -42-<PAGE>

    
   (27)            FINANCIAL DATA SCHEDULE:

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

   (99)            ADDITIONAL EXHIBITS:

    99.1           Rights Agreement, dated as of July 21, 1988,
                   between TBC Corporation and the First National
                   Bank of Boston, as Rights Agent, was filed as an
                   Exhibit to the Company's Registration Statement 
                   on Form 8-A dated July 21, 1988.  The Rights
                   Agreement includes as Exhibit A the form of
                   Certificate of Designation, Preferences and
                   Rights; as Exhibit B, the form of Rights
                   Certificate; and as Exhibit C, the form of
                   Summary of Rights ..................................    *













                        


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

   "#"               With respect to all other instruments defining the 
                     rights of holders of long-term debt, the amount of
                     securities authorized under each of such instruments
                     does not exceed 10% of the total assets of TBC
                     Corporation and its subsidiaries on a consolidated
                     basis.  A copy of each of such instruments will be
                     furnished to the Commission upon request.

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



                                      -43-<PAGE>






                                 TBC CORPORATION




                                    EXHIBITS

                                       TO

                                    FORM 10-K

                               FOR THE YEAR ENDED
                                DECEMBER 31, 1997


                                                 





































                                      
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