10-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission file number 1-1361

TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)

Virginia	22-1318955
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
7401 South Cicero Avenue, Chicago, Illinois 60629 (Address of principal executive offices) (Zip Code)

Registrant's Telephone Number: (773) 838-3400

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

Title of each class	Name of each exchange on which registered
Common Stock—Par Value $.694/9 Per Share	New York Stock Exchange

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

Class B Common Stock—Par Value $.69⁴/9 Per Share

        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 ý    No o

        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. ý

        Indicate by check mark whether the register is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        As of March 2, 2004, there were outstanding 33,989,608 shares of Common Stock par value $.69⁴/9 per share, and 17,132,030 shares of Class B Common Stock par value $.69⁴/9 per share.

        As of June 30, 2003, aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on such date) held by non-affiliates was approximately $579,626,120. Class B Common Stock is not traded on any exchange, is restricted as to transfer or other disposition, but is convertible into Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all 17,132,030 shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates on June 30, 2003 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $613,742,235. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

        1.     Portions of the Company's Annual Report to Shareholders for the year ended December 31, 2003 (the "2003 Report") are incorporated by reference in Parts I and II of this report and filed as an exhibit to this report.

        2.     Portions of the Company's Definitive Proxy Statement for the Company's Annual Meeting of Shareholders (the "2004 Proxy Statement") scheduled to be held on May 3, 2004 are incorporated by reference in Part III of this report.

TABLE OF CONTENTS

ITEM 1.	Business.	1
ITEM 2.	Properties	3
ITEM 3.	Legal Proceedings	3
ITEM 4.	Submission of Matters to a Vote of Security Holders	3
ITEM 5.	Market for Registrant's Common Equity and Related Stockholder Matters	4
ITEM 6.	Selected Financial Data	4
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	4
ITEM 8.	Financial Statements and Supplementary Data	4
ITEM 9.	Changes in and Disagreements with Auditors on Accounting and Financial Disclosure	4
ITEM 9A.	Controls and Procedures	4
ITEM 10.	Directors and Executive Officers of the Registrant	5
ITEM 11.	Executive Compensation	5
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6
ITEM 13.	Certain Relationships and Related Transactions	6
ITEM 14.	Principal Accountant Fees and Services	6
ITEM 15.	Exhibits, Financial Statement Schedule and Reports on Form 8-K	6

i

Forward-Looking Information

        From time to time, in the Company's statements and written reports, including this report, the Company discusses its expectations regarding future performance by making certain "forward-looking statements." These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and actual results may differ materially from those expressed or implied herein. Consequently, the Company wishes to caution readers not to place undue reliance on any forward-looking statements. In connection with the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995, the Company notes the following factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. Among the factors that could impact the Company's ability to achieve its stated goals are the following: (i) significant competitive activity, including advertising, promotional and price competition, and changes in consumer demand for the Company's products; (ii) fluctuations in the cost and availability of various raw materials; and (iii) inherent risks in the marketplace associated with new product introductions, including uncertainties about trade and consumer acceptance. In addition, the Company's results may be affected by general factors, such as economic conditions, political developments, currency exchange rates, interest and inflation rates, accounting standards, taxes, and laws and regulations affecting the Company in markets where it competes.

PART I

ITEM 1.    Business.

        Tootsie Roll Industries, Inc. and its consolidated subsidiaries (the "Company") have been engaged in the manufacture and sale of candy for over 100 years. This is the only industry segment in which the Company operates and is its only line of business. The majority of the Company's products are sold under the registered trademarks TOOTSIE ROLL, TOOTSIE ROLL POPS, CHILD'S PLAY, CARAMEL APPLE POPS, CHARMS, BLOW-POP, BLUE RAZZ, ZIP-A-DEE-DOO-DA POPS, CELLA'S, MASON DOTS, MASON CROWS, JUNIOR MINT, CHARLESTON CHEW, SUGAR DADDY, SUGAR BABIES, ANDES AND FLUFFY STUFF. The Company acquired the trademarks for Junior Mint, Charleston Chew, Sugar Daddy and Sugar Babies in 1993 along with the manufacturing assets of the former Chocolate/Caramel Division of Warner Lambert Company. In 2000, the Company acquired the trademarks for Andes and Fluffy Stuff along with their corresponding manufacturing assets for an aggregate purchase price of $74,293,000.

        The Company's products are marketed in a variety of packages designed to be suitable for display and sale in different types of retail outlets. They are distributed through approximately 100 candy and grocery brokers and by the Company itself to approximately 15,000 customers throughout the United States. These customers include wholesale distributors of candy and groceries, supermarkets, variety stores, dollar stores, chain grocers, drug chains, discount chains, cooperative grocery associations, warehouse and membership club stores, vending machine operators, the U. S. military and fund-raising charitable organizations.

        The Company's principal markets are in the United States, Canada and Mexico. The Company's Mexican plant supplies a very small percentage of the products marketed in the United States and Canada.

        The domestic candy business is highly competitive. The Company competes primarily with other manufacturers of bar candy and bagged candy of the type sold in the above mentioned stores. Although accurate statistics are not available, the Company believes it is among the ten largest domestic manufacturers in this field. In the markets in which the Company competes, the main forms of competition comprise brand recognition as well as a fair price for our products at various retail price points.

        The Company did not have a material backlog of firm orders at the end of the calendar years 2003 or 2002.

        Packaging materials and ingredients used by the Company are readily obtainable from a number of suppliers at competitive prices. Cocoa supplies from the Ivory Coast, the world's largest producer, were disrupted by civil war and prices remained at historically high levels during the year. Corn syrup prices increased due to weather-related corn crop reductions in the U.S. Weather conditions also impacted the soybean crop which increased soybean oil prices and USDA imposed marketing allotments on sugar inflated the domestic price of both raw and refined sugar. Packaging material costs, including films, cartons, corrugated containers and waxed paper, were relatively stable in 2003. The Company continues to seek competitive bids to leverage the high volume of annual purchases it makes of these items and to lower per unit costs. The Company has engaged in hedging transactions, primarily in sugar and corn syrup, and may do so in the future if and when advisable. From time to time, the Company changes the size of certain of its products, which are usually sold at standard prices, to reflect significant changes in raw material costs.

        The Company does not hold any material patents, licenses, franchises or concessions. The Company's major trademarks are registered in the United States and in many other countries. Continued trademark protection is of material importance to the Company's business as a whole.

        The Company does not expend material amounts of money on research or development activities.

        The Company's compliance with Federal, State and local regulations which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect on the capital expenditures, earnings or competitive position of the Company nor does the Company anticipate any such material effects from presently enacted or adopted regulations.

        The Company employs approximately 1,950 persons.

        The Company has found that its sales normally maintain a consistent level throughout the year except for a substantial upsurge in the third quarter which reflects sales associated with Halloween. In anticipation of this high sales period, the Company generally begins its Halloween inventory build up in the second quarter of each year. The Company historically offers extended credit terms for sales made under Halloween sales programs. Each year, after Halloween receivables have been collected, the Company invests such funds in various temporary cash investments.

        Revenues from Wal-Mart Stores, Inc. aggregated approximately 20.6%, 19.6% and 16.9% of total net sales during the years ended December 31, 2003, 2002 and 2001, respectively.

        For a summary of sales and long-lived assets of the Company by geographic area and additional information regarding the foreign subsidiaries of the Company, see Note 10 of the Notes to Consolidated Financial Statements on Page 18 of the Company's Annual Report to Shareholders for the year ended December 31, 2003 (the "2003 Report") and on Page 4 of the 2003 Report under the section entitled "International." Note 10 and the aforesaid section are incorporated herein by reference. Portions of the 2003 Report are filed as an exhibit to this report.

        Information regarding the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, will be made available, free of charge, upon written request to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: G. Howard Ember Jr., Vice President-Finance and Chief Financial Officer. The Company does not make such reports available on its website at www.tootsie.com because it believes that they are readily available from the Securities Exchange Commission at www.sec.gov, and because the Company provides them free of charge upon request. Interested parties, including shareholders, may communicate to the Board of Directors or any

2

individual director in writing, by regular mail, addressed to the Board of Directors or an individual director, care of Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, President. If you wish to communicate directly with the Company's non-employee directors, please note that on the cover of the communication.

ITEM 2.    Properties.

        The Company owns its principal plant and offices which are located in Chicago, Illinois in a building consisting of approximately 2,225,000 square feet. The Company utilizes approximately 2,025,000 square feet for offices, manufacturing and warehousing facilities and leases, or has available to lease to third parties, approximately 200,000 square feet.

        In addition to owning the principal plant and warehousing facilities mentioned above, the Company leases manufacturing and warehousing facilities at a second location in Chicago which comprises 138,000 square feet. The lease is renewable by the Company every five years through June, 2011. The Company also periodically leases additional warehousing space at this second location as needed on a month to month basis.

        The Company's other principal manufacturing facilities, all of which are owned, are:

Location	Square Feet (a)
New York, New York	45,000
Covington, Tennessee	685,000
Cambridge, Massachusetts	142,000
Delevan, Wisconsin	162,000
Mexico City, Mexico	90,000

(a)

Square footage is approximate and includes production, warehousing and office space.

        The Company owns substantially all of the production machinery and equipment located in its plants and considers that all of its facilities are well maintained, in good operating condition and adequately insured.

ITEM 3.    Legal Proceedings.

        There are no material pending legal proceedings known to the Company to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

ITEM 4.    Submission of Matters to a Vote of Security Holders.

        No matters were submitted to a vote of the Company's shareholders through the solicitation of proxies or otherwise during the fourth quarter of 2003.

ADDITIONAL ITEM.    Executive Officers of the Registrant.

        See the information on Executive Officers set forth in the table in Part III, Item 10, Page 6 of this report, which is incorporated herein by reference.

3

PART II

ITEM 5.    Market for Registrant's Common Equity and Related Stockholder Matters.

        The Company's Common Stock is traded on the New York Stock Exchange. The Company's Class B Common Stock is subject to restrictions on transferability and no market exists for such shares of Class B Common Stock. The Class B Common Stock is convertible at the option of the holder into shares of Common Stock on a share for share basis. As of March 2, 2004, there were approximately 4,200 and 1,600 registered holders of record of Common and Class B Common Stock, respectively. In addition, the Company estimates that as of March 2, 2004 there were 14,000 and 3,500 beneficial holders of Common and Class B Common Stock, respectively. For information on the market price of, and dividends paid with respect to, the Company's Common Stock, see the section entitled "2003-2002 Quarterly Summary of Tootsie Roll Industries, Inc. Stock Price and Dividends Per Share" which appears on Page 20 of the 2003 Report. This section is incorporated herein by reference and filed as an exhibit to this report.

ITEM 6.    Selected Financial Data.

        See the section entitled "Five Year Summary of Earnings and Financial Highlights" which appears on Page 21 of the 2003 Report. This section is incorporated herein by reference and filed as an exhibit to this report.

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

        See the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 5-8 of the 2003 Report. This section is incorporated herein by reference and filed as an exhibit to this report.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk.

        See the section entitled "Market Risk" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 7 of the 2003 Report. This section is incorporated herein by reference and filed as an exhibit to this report.

        See Note 1 of the Notes of Consolidated Financial Statements on Page 13 of the 2003 Report, which is incorporated herein by reference.

ITEM 8.    Financial Statements and Supplementary Data.

        The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 11, 2004, appearing on Pages 9-19 of the 2003 Report and the Quarterly Financial Data on Page 20 of the 2003 Report are incorporated by reference in this report. With the exception of the aforementioned information and the information incorporated in Items 1, 5, 6, 7 and 7A, the 2003 Report is not to be deemed filed as part of this report.

ITEM 9.    Changes in and Disagreements with Auditors on Accounting and Financial Disclosure.

        None.

ITEM 9A.    Controls And Procedures.

        The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information required to be disclosed in the reports that the

4

Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission's rules and forms. There were no changes in the Company's internal control over financial reporting during the year ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART III

ITEM 10.    Directors and Executive Officers of the Registrant.

        See the information with respect to the Directors of the Company which is set forth in the section entitled "Election of Directors" of the Company's Definitive Proxy Statement to be used in connection with the Company's 2004 Annual Meeting of Shareholders (the "2004 Proxy Statement"). Except for the last paragraph of this section relating to the compensation of Directors, this section is incorporated herein by reference. See the information in the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" of the Company's 2004 Proxy Statement, which section is incorporated herein by reference.

        The following table sets forth the information with respect to the executive officers of the Company:

Name	Position (1)	Age
Melvin J. Gordon*	Chairman of the Board and Chief Executive Officer(2)	84
Ellen R. Gordon*	President and Chief Operating Officer(2)	72
G. Howard Ember Jr.	Vice President/Finance	51
John W. Newlin Jr.	Vice President/Manufacturing	67
Thomas E. Corr	Vice President/Marketing and Sales	55
James M. Hunt	Vice President/Distribution	61
Barry P. Bowen	Treasurer	48

*

A member of the Board of Directors of the Company

(1)

All of the above named officers have served in the positions set forth in the table as their principal occupations for more than the past ten years. Mr. and Mrs. Gordon also serve as President and Vice President, respectively of HDI Investment Corp., a family investment company.

(2)

Melvin J. Gordon and Ellen R. Gordon are husband and wife.

Code of Ethics

        The Company has a Code of Business Conduct and Ethics, which applies to all of the Company's directors and employees, and which meets the Securities Exchange Commission criteria for a "code of ethics." The Code of Ethics is available on the Company's website, located at www.tootsie.com.

ITEM 11.    Executive Compensation.

        See the information set forth in the section entitled "Executive Compensation and Other Information" of the Company's 2004 Proxy Statement. Except for the "Report on Executive Compensation" and "Performance Graph," this section of the 2004 Proxy Statement is incorporated herein by reference. See the last paragraph of the section entitled "Election of Directors" of the 2004 Proxy Statement, which paragraph is incorporated herein by reference.

5

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        For information with respect to the beneficial ownership of the Company's Common Stock and Class B Common Stock by the beneficial owners of more than 5% of said shares and by the management of the Company, see the sections entitled "Ownership of Common Stock and Class B Common Stock by Certain Beneficial Owners" and "Ownership of Common Stock and Class B Common Stock by Management" of the 2004 Proxy Statement. These sections of the 2004 Proxy Statement are incorporated herein by reference. The Company has no compensation plans under which equity securities of the Company are authorized for issuance to employees. The Company does not have any compensation plans under which equity securities of the Company are authorized for issuance.

ITEM 13.    Certain Relationships and Related Transactions.

        See the section entitled "Certain Relationships and Related Transactions" of the 2004 Proxy Statement, which is incorporated herein by reference.

ITEM 14.    Principal Accountant Fees and Services.

        See the section entitled "Independent Auditor Fees and Services" of the 2004 Proxy Statement, which is incorporated herein by reference.

ITEM 15.    Exhibits, Financial Statement Schedule and Reports on Form 8-K.

(a)

Financial Statements.

        The following financial statements and schedules are filed as part of this report:

(1)

Financial Statements (filed herewith as part of Exhibit 13):

Report of Independent Auditors

Consolidated Statements of Earnings, Comprehensive Earnings and Retained Earnings for the three years ended December 31, 2003

Consolidated Statements of Cash Flows for the three years ended December 31, 2003

Consolidated Statements of Financial Position at December 31, 2003 and 2002

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedule:

Report on Independent Auditors on Financial Statement Schedule

For the three years ended December 31, 2003—Valuation and Qualifying Accounts

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

(3)

Exhibits required by Item 601 of Regulation S-K:

See Index to Exhibits which appears following Financial Schedule II.

The Company filed current reports on Form 8-K on October 22, 2003 and November 7, 2003 furnishing financial information for periods ending and as of September 27, 2003.

6

SIGNATURES

        Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Tootsie Roll Industries, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TOOTSIE ROLL INDUSTRIES, INC.
By:	/s/  MELVIN J. GORDON Melvin J. Gordon, Chairman of the Board of Directors and Chief Executive Officer
Date:	March 12, 2004

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

/s/  MELVIN J. GORDON Melvin J. Gordon	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	March 12, 2004
/s/  ELLEN R. GORDON Ellen R. Gordon	Director, President and Chief Operating Officer	March 12, 2004
/s/  CHARLES W. SEIBERT Charles W. Seibert	Director	March 12, 2004
/s/  LANA JANE LEWIS-BRENT Lana Jane Lewis-Brent	Director	March 12, 2004
/s/  RICHARD P. BERGEMAN Richard P. Bergeman	Director	March 12, 2004
/s/  G. HOWARD EMBER, JR. G. Howard Ember, Jr.	Vice President, Finance (principal financial officer and principal accounting officer)	March 12, 2004

7

REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
Tootsie Roll Industries, Inc.:

        Our audits of the consolidated financial statements referred to in our report dated February 11, 2004 appearing in the 2003 Annual Report to Shareholders of Tootsie Roll Industries, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Chicago, Illinois
February 11, 2004

TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

DECEMBER 31, 2003, 2002 AND 2001

Description		Balance at beginning of year		Additions charged to costs and expenses		Deductions(1)		Balance at End of Year
2003:
	Reserve for bad debts	$	1,629,000	$	720,152	$	721,152	$	1,628,000
	Reserve for cash discounts		376,000		7,260,504		7,294,504		342,000
		$	2,005,000	$	7,980,656	$	8,015,656	$	1,970,000
2002:
	Reserve for bad debts	$	1,746,000	$	347,226	$	464,226	$	1,629,000
	Reserve for cash discounts		291,000		7,510,884		7,425,884		376,000
		$	2,037,000	$	7,858,110	$	7,890,110	$	2,005,000
2001:
	Reserve for bad debts	$	1,799,000	$	364,678	$	417,678	$	1,746,000
	Reserve for cash discounts		348,000		7,227,905		7,284,905		291,000
		$	2,147,000	$	7,592,583	$	7,702,583	$	2,037,000

(1)

Deductions against reserve for bad debts consist of accounts receivable written off net of recoveries and exchange rate movements. Deductions against reserve for cash discounts consist of allowances to customers.

INDEX TO EXHIBITS

2.1	Asset Sale Agreement dated September 29, 1993 between Warner-Lambert Company and the Company, including a list of omitted exhibits and schedules. Incorporated by reference to Exhibit 2 to the Company's Report on Form 8-K dated October 15, 1993; Commission File No. 1-1361.
	The Company hereby agrees to provide the Commission, upon request, copies of any omitted exhibits or schedules required by Item 601(b)(2) of Regulation S-K.
3.1	Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997; Commission File No. 1-1361.
3.2	Amendment to Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999; Commission File No. 1-1361.
3.3	Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996; Commission File No. 1-1361.
4.1	Specimen Class B Common Stock Certificate. Incorporated by reference to Exhibit 1.1 of the Company's Registration Statement on Form 8-A dated February 29, 1988.
10.8.1*	Excess Benefit Plan. Incorporated by reference to Exhibit 10.8.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1990; Commission File No. 1-1361.
10.8.2*	Amended and Restated Career Achievement Plan of the Company. Incorporated by reference to Exhibit 10.8.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998; Commission File No. 1-1361.
10.8.3*	Amendment to the Amended and Restated Career Achievement Plan of the Company. Incorporated by reference to Exhibit 10.8.3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999; Commission File No. 1-1361.
10.12*	Restatement of Split Dollar Agreement (Special Trust) between the Company and the trustee of the Gordon Family 1993 Special Trust dated January 31, 1997. Incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996; Commission File No. 1-1361.
10.21*	Executive Split Dollar Insurance and Collateral Assignment Agreement between the Company and G. Howard Ember Jr. dated July 30, 1994. Incorporated by reference to Exhibit 10.21 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994; Commission File No. 1-1361.
10.22*	Executive Split Dollar Insurance and Collateral Assignment Agreement between the Company and John W. Newlin dated July 30, 1994. Incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994; Commission File No. 1-1361.
10.23*	Executive Split Dollar Insurance and Collateral Assignment Agreement between the Company and Thomas E. Corr dated July 30, 1994. Incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994; Commission File No. 1-1361.
10.24*	Executive Split Dollar Insurance and Collateral Assignment Agreement between the Company and James Hunt dated July 30, 1994. Incorporated by reference to Exhibit 10.24 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994; Commission File No. 1-1361.

10.25*	Form of Change In Control Agreement dated August, 1997 between the Company and certain executive officers. Incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997; Commission File No. 1-1361.
10.26*	Executive Split Dollar Insurance and Collateral Assignment Agreement between the Company and Barry Bowen dated April 1, 1997. Incorporated by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997; Commission File No. 1-1361.
10.27*	Amendment to Split Dollar Agreement (Special Trust) dated April 2, 1998 between the Company and the trustee of the Gordon Family 1993 Special Trust, together with related Collateral Assignments. Incorporated by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998; Commission File No. 1-1361.
10.28*	Tootsie Roll Industries, Inc. Bonus Incentive Plan. Incorporated by reference to Exhibit A of the Company's Proxy Statement dated March 27, 1997; Commission File No. 1-1361.
10.29*	Tootsie Roll Industries, Inc. 2002 Bonus Incentive Plan. Incorporated by reference to Exhibit A of the Company's Proxy Statement dated March 30, 2002; Commission File No. 1-1361.
13	The following items incorporated by reference herein from the Company's 2003 Annual Report to Shareholders for the year ended December 31, 2003 (the "2003 Report"), are filed as Exhibits to this report:
	(i)	Information under the section entitled "International" set forth on Page 4 of the 2003 Report;
	(ii)	Information under the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth on Pages 5-8 of the 2003 Report;
	(iii)	Consolidated Statement of Earnings, Comprehensive Earnings and Retained Earnings for the three years ended December 31, 2003 set forth on Page 11 of the 2003 Report;
	(iv)	Consolidated Statement of Financial Position at December 31, 2003 and 2002 set forth on Pages 9-10 of the 2003 Report;
	(v)	Consolidated Statement of Cash Flows for the three years ended December 31, 2003 set forth on Page 12 of the 2003 Report;
	(vi)	Notes to Consolidated Financial Statements set forth on Pages 13-19 of the 2003 Report;
	(vii)	Report of Independent Auditors set forth on Page 19 of the 2003 Report;
	(viii)	Quarterly Financial Data set forth on Page 20 of the 2003 Report;
	(ix)	Information under the section entitled "2003-2002 Quarterly Summary of Tootsie Roll Industries, Inc. Stock Price and Dividends per Share" set forth on Page 20 of the 2003 Report; and
	(x)	Information under the section entitled "Five Year Summary of Earnings and Financial Highlights" set forth on Page 21 of the 2003 Report.
21	List of Subsidiaries of the Company.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Executive compensation plan or arrangement.

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TABLE OF CONTENTS
Forward-Looking Information
PART I

ITEM 1. Business.
ITEM 2. Properties.
ITEM 3. Legal Proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders.

PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.
ITEM 6. Selected Financial Data.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
ITEM 8. Financial Statements and Supplementary Data.
ITEM 9. Changes in and Disagreements with Auditors on Accounting and Financial Disclosure.
ITEM 9A. Controls And Procedures.

PART III

ITEM 10. Directors and Executive Officers of the Registrant.
ITEM 11. Executive Compensation.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
ITEM 13. Certain Relationships and Related Transactions.
ITEM 14. Principal Accountant Fees and Services.
ITEM 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K.

SIGNATURES
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2003, 2002 AND 2001
INDEX TO EXHIBITS

EX-13

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Corporate Profile

Tootsie Roll Industries, Inc. has been engaged in the manufacture and sale of candy for 107 years. Our products are primarily sold under the familiar brand names, Tootsie Roll, Tootsie Roll Pops, Caramel Apple Pops, Child's Play, Charms, Blow Pop, Blue Razz, Cella's chocolate covered cherries, Mason Dots, Mason Crows, Junior Mints, Charleston Chew, Sugar Daddy, Sugar Babies, Andes and Fluffy Stuff cotton candy.

Corporate Principles

We believe that the differences among companies are attributable to the caliber of their people, and therefore we strive to attract and retain superior people for each job.

We believe that an open family atmosphere at work combined with professional management fosters cooperation and enables each individual to maximize his or her contribution to the company and realize the corresponding rewards.

We do not jeopardize long-term growth for immediate, short-term results.

We maintain a conservative financial posture in the deployment and management of our assets.

We run a trim operation and continually strive to eliminate waste, minimize cost and implement performance improvements.

We invest in the latest and most productive equipment to deliver the best quality product to our customers at the lowest cost.

We seek to outsource functions where appropriate and to vertically integrate operations where it is financially advantageous to do so.

We view our well known brands as prized assets to be aggressively advertised and promoted to each new generation of consumers.

Melvin J. Gordon, Chairman and Chief Executive Officer and
Ellen R. Gordon, President and Chief Operating Officer.

1

To Our Shareholders

Sales in 2003 and 2002 were $393 million. Many of our core brands experienced encouraging sales growth. However, our overall sales results in 2003 were adversely influenced by domestic economic conditions, especially during the first half of the year, customer bankruptcies, the overall competitive environment and by lower Mexican sales. Selective price increases implemented in 2003 were partially offset by higher promotion expense.

Financial Highlights

	December 31,
	2003	2002
	(in thousands except per share data)
Net Sales	$392,656	$393,185
Net Earnings	65,014	66,388
Working Capital	180,818	161,852
Net Property, Plant and Equipment	129,163	128,869
Shareholders' Equity	536,581	526,740
Average Shares Outstanding*	51,784	53,070
Per Share Items*
Net Earnings	$1.26	$1.25
Cash Dividends Paid	.28	.27

*

Adjusted for stock dividends.

Net earnings in 2003 were $65 million as compared to $66 million in 2002. On a per share basis, earnings increased from $1.25 in 2002 to $1.26 in 2003. The increase in earnings per share results from fewer shares outstanding in 2003 due to stock buybacks made during the year.

Some key financial highlights of 2003 include:

•

Capital expenditures were $12 million, primarily for projects that will support growth and to improve operating efficiencies.



•

1.3 million shares of the company's common stock were purchased for a total of $40 million.



•

Cash dividends were paid for the sixty-first consecutive year, and totaled $14 million.



•

Our thirty-ninth consecutive annual 3% stock dividend was distributed in April.

As a result of our long-term history of dividend payment, the company was named a Mergent's "Dividend Achiever," a designation bestowed on just 2.5% of US listed dividend-paying stocks.

The sound operating results of the company, as well as our conservative financial posture, led to a further strengthening of our balance sheet in 2003. We are pleased to report that after giving effect to cash dividends, capital expenditures and stock buybacks, cash and marketable securities grew by $21 million during the year.

We are fully prepared to capitalize on appropriate investment opportunities as they may arise. These may include initiatives to develop niche products, investment in strategically or economically prudent capital projects and pursuit of complementary business acquisitions. We remain active in our search and evaluation of opportunities in each of these areas.

Sales and Marketing

The increasingly intense competitive environment faced by consumer product companies further heightens the importance of branded product offerings that represent a good value for the consumer. At the same time, retailers continue to demand products that generate sufficient sales volume and inventory turnover to maximize their return on investment. Our many famous brands continue to meet both consumer and retailer expectations.

In 2003, we continued to build upon past successes in several key areas. Carefully targeted promotional programs led to another strong Halloween selling season, particularly in the high volume drug and mass merchandiser classes of trade.

Packaged goods, including assortments of our most popular items, were once again successful in these channels. We also continued to expand our packaged goods business at the dollar price point in convenience stores and in other classes of trade.

2

Tootsie Roll Midgees in a hanging bag

Our high value brands seem particularly well suited to this price point and we are expanding our product offerings and sales efforts accordingly.

Although our product recipes have remained consistent through the years, product configurations and packaging must change with the times. 2003 brought several examples of this.

Andes new 14 count box

In the Andes line, we supplemented the traditional 28-count pack with both 12 and 14 count alternatives that were targeted to appeal to trade channels that had not traditionally carried this item.

Andes baking chips

We also introduced Andes baking chips, consisting of our delicious three layer crème de menthe Andes pieces broken into small chips for cookies, other baking and ice cream inclusions. These initiatives met with wide consumer acceptance.

Kiwi Berry Blast Blow Pops

Several new products were launched in 2003. Our Blow Pop line was expanded with the addition of Kiwi Berry Blast, a sweet strawberry-kiwi flavored hard candy outer shell surrounding a tart, kiwi flavored bubble gum center.

Hot Dots

In the Dots product line, we introduced Hot Dots, a spicy cinnamon-flavored version of this popular, chewy confection. This extension supports the Dots brand and expands our growing "theater box" business which includes four varieties of Dots along with Crows, Sugar Babies, Mini-Charleston Chews, and Junior Mints.

Seasonal sales were enhanced by new offerings of Miniature Tootsie Pops and "Cotton Tail" Fluffy Stuff cotton candy, as well as by increased seasonal distribution of Cella's chocolate covered cherries.

New Flag Banks

Our bank line, re-usable collectable fun banks filled with Tootsie Roll Midgees, grew through expanded distribution. We added the "Flag Banks" to our line, which feature patriotic red, white and blue graphics. We also experienced growth in military sales as Tootsie Rolls and Charms squares continued to be included in ration kits, offering our troops in Iraq and elsewhere in the world a sweet and nostalgic reminder of home.

Advertising and Public Relations

Television was once again utilized to convey our advertising message to consumers. During 2003, we focused on reinforcing the classic "How Many Licks?" theme to children via a national cable TV campaign directed toward cartoon and family programs. In response, we received an inflow of consumer mail advising just how many licks it does take. Of course, the variability in the answers we receive bolsters the conclusion reached by our icon, Mr. Owl, "the world may never know!"

Cable television brought additional exposure to several of our brands. Coverage on the popular Food Network series "Unwrapped" and on the Travel Channel has generated positive consumer feedback and, we believe, favorable awareness of the company and its products.

We also continued to learn of numerous articles and stories that appeared in newspapers throughout the country publicizing our products. Many of these are focused on seasonal themes such as "popular Halloween candies" or "what's new for the Easter season." Others highlighted consumer trends such as the current popularity of nostalgic "retro" products. This continued interest and coverage by the media reaffirms that our brands have stood the test of time and remain consumer favorites.

3

In terms of official recognition, Miniature Tootsie Pops were named "Product of the Year" in the seasonal category by Professional Candy Buyer Magazine, a leading trade publication.

Manufacturing

During 2003, we continued working on projects that began during the prior year, including initiatives to significantly reengineer two major product lines. As these projects were drawing near to completion, several new capital projects were approved, primarily to add capacity in support of certain growing product lines and to improve operating efficiencies.

These projects are consistent with the objectives enumerated in our Corporate Principles. We remain committed to investing in our operations to deliver the best quality product to the consumer at the lowest possible cost, and we will continue to reexamine every facet of our operation in search of operational improvements.

Through the years, we have learned that the confluence of emerging trends in our business and evolving operating technologies will create a steady flow of investment opportunities. It is our judgment that the willingness and ability to capitalize on such opportunities is critical to the company's long-term prosperity.

Purchasing

As was the case in the prior year, 2003 was a year of generally low consumer price inflation. However, many basic commodities used in our industry increased in cost.

Cocoa prices remained high coming into the year due to a disruption in the supply of beans coming from the Ivory Coast, the world's largest producer. Although cocoa prices stabilized and even began to decline somewhat by mid-year, they remained at high levels by historical standards.

Corn syrup prices edged upwards during 2003 due to weather related shortfalls in the corn crop. Similarly, soybean oil prices increased toward the end of the year due to poor yields in the soybean crop. Sugar prices were higher in 2003 due to USDA marketing allotments that were imposed in 2002.

Our packaging costs were relatively stable in 2003 as compared to the prior year. Our use of competitive bidding, hedging and forward purchase contracts helped to shield the company from short-term market fluctuations for both packaging and ingredients, and enabled us to lock in the prices on many of our planned purchases at prudent levels.

Information Technology

In 2003, we completed a major phase of a project that will improve our ability to manage customer orders, promotional programs and finished goods inventories. This initiative utilizes state of the art, web-enabled tools to streamline business processes and increase system flexibility. Additional phases of this initiative that relate to several other key applications are under development.

We place significant emphasis on deploying leading edge practices and business systems to enhance our operations. We view information technology as a strategic tool to help us increase efficiency and meet the evolving demands of today's dynamic business environment.

International

We continued to execute our previously stated objective of building profitability in Mexico in 2003. Although sales declined, return on sales improved through the implementation of tighter cost containment measures and profit improvement programs.

Both sales and profits increased in the Export Division in 2003. Sales grew both through expanding distribution in established markets and by initiating distribution in several new markets. We continue to focus on developing profitable sales of our products in suitable markets throughout the world, and were encouraged by 2003 results.

In Appreciation

We wish to thank our many loyal employees, customers, foreign distributors, suppliers and sales brokers for helping us meet the challenges we faced in 2003. We also thank our shareholders for their support through the years. Finally, we are grateful to the consumers who have helped make Tootsie Roll a lasting part of Americana.

Melvin J. Gordon
Chairman of the Board and
Chief Executive Officer

Ellen R. Gordon
President and
Chief Operating Officer

4

Management's Discussion and Analysis of Financial
Condition and Results of Operations
(in thousands except per share, percentage and ratio figures)

FINANCIAL REVIEW

This financial review discusses the company's financial condition, results of operations, liquidity and capital resources, market risks and other matters. It should be read in conjunction with the Consolidated Financial Statements and related footnotes that follow this discussion.

FINANCIAL CONDITION

Our financial condition was strengthened by our operating results in 2003. Working capital grew by $18,966 or 12% to $180,818 in 2003 from $161,852 in 2002. This increase is due primarily to higher cash and short-term investments resulting from positive net cash flow during the year. In addition, $4,070 of the increase is due to investments that had maturities greater than one year as of year-end 2002 becoming current as of year-end 2003.

Shareholders equity increased to $536,581 in 2003 from $526,740 in 2002 primarily reflecting net earnings during the year, net of cash and stock dividends and treasury stock purchases. The company has paid cash dividends for sixty-one consecutive years and has distributed a stock dividend for thirty-nine consecutive years.

The company maintains a conservative financial posture and continues to be financed principally by funds generated from operations. We have a simple financial structure, and aside from an immaterial amount of operating leases, the company has no "off-balance sheet" financing arrangements.

As a result of the funds generated and built up over many years of profitable operations, we have sufficient capital and liquidity to respond to future investment opportunities. Accordingly, we continue to seek appropriate acquisitions to complement our existing business.

RESULTS OF OPERATIONS

2003 vs. 2002

Net sales were $392,656 in 2003 compared to $393,185 in 2002, a decrease of $529 or 0.1%. Sales benefited from successful marketing and promotional programs. These include Halloween sales programs that have traditionally made our third quarter the highest selling period of the year and did so again in 2003.

However, these gains were offset by sluggish U.S. economic conditions earlier in the year as well as lower sales in Mexico. Selective price increases also added to sales during the year, but these gains were partially offset by increased trade promotions and discounts, which are reflected as a reduction in net sales.

Cost of goods sold as a percentage of net sales was 56.7% and 56.5% for 2003 and 2002, respectively. Higher costs for our principal ingredients, including sugar, corn syrup, vegetable oil, cocoa and chocolate, and increased plant overhead costs incurred during 2003, were generally offset by the selective price increases discussed above and by product weight reductions (indirect price increases).

Due to the seasonal nature of our business and corresponding variations in product mix, gross margins were lower in the second half of the year than in the first half.

Selling, marketing and administrative expenses were $77,756 in 2003 as compared to $75,751 in 2002, an increase of 2.6%. We make every effort to control these costs and they were 19.8% of sales in 2003 versus 19.3% in the prior year.

5

Accordingly, earnings from operations were $92,353 in 2003, or $2,877 below the $95,230 attained in 2002. Other income was $5,594 in 2003 as compared to $5,458 in 2002. The increase of $136 is primarily attributable to the receipt of a $541 property tax refund in 2003, partially offset by lower interest income as higher yielding investments that matured during the year were reinvested at lower, current, market rates.

The consolidated effective tax rate favorably decreased from 34.1% in 2002 to 33.6% in 2003. This decline generally reflects a reduction in state and foreign income taxes.

Net earnings were $65,014 and $66,388 and earnings per share were $1.26 and $1.25 in 2003 and 2002, respectively. Earnings per share increased on lower net earnings due to share repurchases. Average shares outstanding declined from 53,070 in 2002 to 51,784 in 2003.

2002 vs. 2001

Net sales increased in 2002 to $393,185 from $391,755 in 2001. Many of our core brands showed growth throughout the year. However, these gains were partially offset by lower Mexican sales, retail bankruptcies, competitive pressure and weak economic conditions that dampened retail traffic.

Effective January 1, 2002 the company adopted the new accounting requirements that treat certain consumer and trade promotions as a reduction in net sales rather than as an operating expense. The effect of the above was to reduce both net sales and operating expenses by $29,990 and $31,741 in 2002 and 2001, respectively.

Third quarter sales exceeded the other quarters due to successful Halloween promotions, and, we believe, some of the fourth quarter sales increase can be attributed to customer "buy-in" in anticipation of a price increase that became effective in the first quarter of 2003.

Cost of goods sold as a percentage of sales increased from 55.6% to 56.5% of sales. The increase in cost of goods sold was due to higher raw materials cost and product mix in 2002, partially offset by a special inventory write down $1,100, pre-tax, and a plant closing charge of $1,500, pre-tax, in the third and fourth quarters, respectively, of 2001.

The inventory write down related to an isolated situation whereby one product was not produced to our specifications and was therefore "out of formula." Although this product did not pose a health risk, it did not meet the quality requirements that we have established for our brands and was destroyed.

Substantially all of the plant closing charge relates to the abandonment of equipment in connection with closing the company's smallest manufacturing plant and consolidation of this operation at a larger plant facility as part of a cost saving initiative.

Selling, marketing and administrative expense, declined as a percentage of sales to 19.3% in 2002 from 19.8% in 2001, due to cost containment measures and lower advertising expenditures. Both numbers are net of the reclassification of promotional expenses, which have been accounted for as a reduction of sales.

Effective January 1, 2002, the company adopted the new accounting rules pertaining to acquired goodwill and intangibles. This had the effect of eliminating the amortization of such goodwill and intangibles, which was $3,778 in the prior year. Accordingly, earnings form operations increased from $92,704 to $95,230.

Other income was $5,458 in 2002 versus $8,083 in 2001 due to lower interest rates in 2002 and an investment capital gain in 2001. The effective tax rate was 34.1% in 2002 as compared to 34.8% in 2001.

Consolidated net earnings were $66,388 and $65,687 and earnings per share were $1.25 and $1.23 in 2002 and 2001, respectively. Average shares outstanding were 53,070 and 53,464 in 2002 and 2001, respectively.

6

Comparative earnings per share were affected by the aforementioned 2001 investment capital gain of $962 or $.02 per share, net of income tax, and the aforementioned 2001 inventory write down and plant closing charges which aggregated $2,600 pre-tax and $1,803 or $.03 per share, net of income tax. Excluding the effects of these special items in 2001, and adjusting for the effects of goodwill amortization, net earnings per share for 2002 and 2001 were $1.25 and $1.30, respectively, a decrease of $.05 per share or 4%.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities were $83,466 in 2003, $75,473 in 2002 and $80,915 in 2001. Both the increase in 2003 and the decline in 2002 were principally attributable to changes in accounts receivable due to the timing of customer payments. Also, inventories declined in 2001, whereas they increased in both 2002 and 2003. This related to timing of production. These timing issues are immaterial and not reflective of any significant business trends.

Cash flows from investing activities in 2003 reflect capital expenditures of $12,150 and a net increase in marketable securities of $38,233. In 2002, capital expenditures were $10,308 and marketable securities increased by $19,263. In 2001, capital expenditures were $14,148 and marketable securities increased by $5,017.

Cash flows from financing activities reflect share repurchases of $40,096, $32,313 and $1,932 in 2003, 2002 and 2001, respectively. Cash dividends of $14,410, $14,614 and $14,168 were paid in 2003, 2002 and 2001, respectively. 2003 was the sixty-first consecutive year in which we have paid cash dividends.

MARKET RISKS

The company is exposed to market risks related to commodity prices for major ingredients, interest rates, equity prices and foreign exchange. Commodity price risks relate to primary ingredients including sugar, cocoa, corn syrup and soybean oil.

The company believes its competitors face similar risks, and the industry has historically adjusted prices to compensate for adverse fluctuations in commodity costs. To mitigate the impact of commodity cost fluctuations, the company enters into commodity futures contracts to hedge anticipated purchases of certain ingredients (primarily sugar). These contracts are effective as hedges under Statement of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative Instruments and Hedging Activities." The unrealized gains and losses on such contracts are deferred as a component of accumulated other comprehensive earnings (loss) and are recognized as a component of cost of goods sold when the related inventory is sold.

Interest rate risks relate to the company's investments in debt securities (primarily municipal bonds) with maturities of generally up to four years. The majority of these are held to maturity, which limits the company's exposure to interest rate fluctuations.

Equity price risk relates to the company's investments in mutual funds.

Foreign exchange risk relates to the company's foreign operations and purchase commitments.

The company has no outstanding guarantees of the obligations of third parties and there was no material change in the company's market risks during 2003.

Commodities

At December 31, 2003, the company had open futures contracts to purchase approximately $12,184 of sugar in 2004 and 2005, which represents approximately half of the company's expected sugar usage in those years.

The potential change in fair value of commodity derivative instruments (primarily sugar futures contracts) held by the company, assuming a 10% change in the underlying commodity price, was $1,218. This analysis only includes commodity derivative instruments, and thereby, does not consider the offsetting effect of changes in the price of the underlying commodity. This amount is not significant compared with the net earnings and shareholders' equity of the company.

Equity price

At December 31, 2003, the company had investments in mutual funds of $21,243. These investments primarily relate to hedging deferred compensation liabilities, and any potential change in their fair value would be offset by a corresponding change in such liabilities.

Interest Rates

The maturities of the company's investments in debt securities (primarily municipal bonds) at December 31, 2003 are as follows:

Less than 1 year	$	91,370
1 - 2 years		42,168
2 - 3 years		49,957
3 - 4 years		6,509
Total	$	190,004

Foreign Exchange

The company's operations outside of the United States represent less than 10% of its consolidated operations. The company does not use derivative financial instruments to hedge its foreign currency assets or liabilities or its overall investments in its foreign subsidiaries.

At times, the company uses forward foreign exchange contracts to mitigate its exposure related to firm commitments to purchase equipment from foreign vendors. However, the historical impact of such forward foreign exchange contracts has been insignificant.

7

CRITICAL ACCOUNTING POLICIES

Preparation of the company's financial statements involves judgments due to uncertainties affecting the application of accounting policies, and the likelihood that different amounts would be reported under different conditions or using different assumptions. In the opinion of management, the company does not have any individual accounting policy that is "critical." However, following is a summary of the more significant accounting policies and methods used.

Revenue recognition

Revenue, net of applicable provisions for discounts, returns, allowances, and certain advertising and promotional costs, is recognized when products are delivered to customers and collectibility is reasonably assured. Provisions for bad debts are recorded as selling, marketing and administrative expense. Such provisions have not been significant to the company's financial position or results of operations.

Intangible assets

Effective January 1, 2002 the company adopted SFAS No. 142, whereby goodwill and other indefinite lived assets are not amortized, but are instead subjected to regular testing for impairment. The company's intangible assets consist primarily of trademarks, the values of which the company has determined are not impaired.

Customer incentive programs, advertising and marketing

Advertising and marketing costs are recorded in the period to which such costs relate. The company does not defer the recognition of any amounts on its consolidated balance sheet with respect to such costs. Customer incentives and other promotional costs are recorded in the period in which these programs are offered, based on sales volumes, incentive program terms and estimates of utilization and redemption rates.

Investments

The company invests in certain high-quality debt securities primarily Aa or better rated municipal bonds. The accounting for such investments is outlined in Note 1. No credit losses have been incurred on these investments.

Guarantees

The Financial Accounting Standards Board issued Interpretation No. 45 relating to the accounting for and disclosure of certain types of guarantees. The disclosure provisions are effective for financial statements with years ending after December 15, 2002. No disclosures were required for the company as a result of adoption of this standard, as it has no such guarantees outstanding.

Other matters

In the opinion of management, other than contracts for raw materials, including commodity hedges and outstanding purchase orders for packaging, ingredients and supplies, all entered into in the ordinary course of business, the company does not have any significant contractual obligations or future commitments. The company's outstanding contractual commitments as of December 31, 2003, all of which are of a normal and recurring nature, are summarized in the accompanying chart.

Open Contractual Commitments as of December 31, 2003

Payable in	Total	Less than 1 year	1 to 3 Years	3 to 5 Years	More than 5 Years
Commodity hedges	$12,184	$8,289	$3,895	$     —	$     —
Purchase obligations	40,810	40,810	—	—	—
Split dollar insurance	8,298	2,805	4,344	1,149	—
Industrial development bonds	7,500	—	—	—	7,500
Operating leases	2,100	897	1,203	—	—
Total	$70,892	$52,801	$9,442	$1,149	$7,500

Note: the above amounts exclude deferred income tax liabilities of $22,631, post retirement health care and life insurance benefits of $9,302 and deferred compensation and other liabilities of $26,396 because the timing of payments relating to these items cannot be reasonably determined.

The company provides split dollar insurance benefits to certain executive officers and records an asset equal to the cumulative premiums paid on the related policies as the company will fully recover these premiums under the terms of the plan.

The results of our operations and our financial condition are expressed in the following financial statements.

8

CONSOLIDATED STATEMENT OF
Financial Position

TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES (in thousands)

Assets
				December 31,
				2003	2002
CURRENT ASSETS:
	Cash and cash equivalents			$  84,084	$105,507
	Investments			86,961	40,737
	Accounts receivable trade, less allowances of $1,970 and $2,005			18,131	22,686
	Other receivables			3,076	4,073
	Inventories:
		Finished goods and work-in-process		28,969	26,591
		Raw materials and supplies		17,117	17,054
	Prepaid expenses			4,416	3,819
	Deferred income taxes			951	4,481
			Total current assets	243,705	224,948
PROPERTY, PLANT AND EQUIPMENT, at cost:
	Land			8,265	8,297
	Buildings			44,960	43,948
	Machinery and equipment			206,697	196,706
				259,922	248,951
	Less—Accumulated depreciation			130,759	120,082
				129,163	128,869
OTHER ASSETS:
	Goodwill			38,151	38,151
	Trademarks			79,348	79,348
	Investments			112,431	116,501
	Split dollar officer life insurance			62,499	58,263
				292,429	292,263
				$665,297	$646,080

(The accompanying notes are an integral part of these statements.)

9

(in thousands except per share data)

Liabilities and Shareholders' Equity
			December 31,
			2003		2002
CURRENT LIABILITIES:
	Accounts payable		$  11,947		$  12,505
	Dividends payable		3,589		3,579
	Accrued liabilities		38,834		35,825
	Income taxes payable		8,517		11,187
		Total current liabilities	62,887		63,096
NONCURRENT LIABILITIES:
	Deferred income taxes		22,631		19,654
	Postretirement health care and life insurance benefits		9,302		8,151
	Industrial development bonds		7,500		7,500
	Deferred compensation and other liabilities		26,396		20,939
		Total noncurrent liabilities	65,829		56,244
SHAREHOLDERS' EQUITY:
	Common stock, $.69-4/9 par value— 120,000 and 120,000 shares authorized— 34,082 and 34,248, respectively, issued		23,668		23,783
	Class B common stock, $.69-4/9 par value— 40,000 and 40,000 shares authorized— 17,145 and 16,759, respectively, issued		11,906		11,638
	Capital in excess of par value		357,922		355,658
	Retained earnings, per accompanying statement		156,786		148,705
	Accumulated other comprehensive earnings (loss)		(11,709	)	(11,052	)
	Treasury stock (at cost)— 56 shares and 55 shares, respectively		(1,992	)	(1,992	)
			536,581		526,740
			$665,297		$646,080

10

CONSOLIDATED STATEMENT OF
Earnings, Comprehensive Earnings and Retained Earnings

TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES (in thousands except per share data)

		For the year ended December 31,
		2003		2002		2001
Net sales		$392,656		$393,185		$391,755
Cost of goods sold		222,547		222,204		217,897
Gross margin		170,109		170,981		173,858
Selling, marketing and administrative expenses		77,756		75,751		77,376
Amortization of intangible assets		—		—		3,778
Earnings from operations		92,353		95,230		92,704
Other income, net		5,594		5,458		8,083
Earnings before income taxes		97,947		100,688		100,787
Provision for income taxes		32,933		34,300		35,100
Net earnings		$  65,014		$  66,388		$  65,687
Net earnings		$  65,014		$  66,388		$  65,687
Other comprehensive earnings (loss)		(657	)	(1,139	)	277
Comprehensive earnings		$  64,357		$  65,249		$  65,964
Retained earnings at beginning of year		$148,705		$161,345		$180,123
	Net earnings	65,014		66,388		65,687
	Cash dividends ($.28, $.27 and $.26 per share, respectively)	(14,362	)	(14,304	)	(14,021	)
	Stock dividends	(42,571	)	(64,724	)	(70,444	)
Retained earnings at end of year		$156,786		$148,705		$161,345
Earnings per share		$      1.26		$      1.25		$      1.23
Average common and class B common shares outstanding		51,784		53,070		53,464

(The accompanying notes are an integral part of these statements.)

11

CONSOLIDATED STATEMENT OF
Cash Flows

TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES (in thousands)

				For the year ended December 31,
				2003		2002		2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net earnings			$  65,014		$  66,388		$  65,687
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization		11,379		12,354		16,700
		Amortization of marketable securities		2,534		1,407		1,012
		Purchase of trading securities		(3,154	)	(2,602	)	(2,921	)
		Changes in operating assets and liabilities:
			Accounts receivable	4,266		(2,886	)	3,096
			Other receivables	490		619		(2,100	)
			Inventories	(2,579	)	(2,734	)	910
			Prepaid expenses and other assets	(4,864	)	(6,502	)	(8,857	)
			Accounts payable and accrued liabilities	2,582		5,052		(224	)
			Income taxes payable and deferred	3,827		318		4,402
			Postretirement health care and life insurance benefits	1,151		701		494
			Deferred compensation and other liabilities	2,651		2,554		2,342
			Other	169		804		374
	Net cash provided by operating activities			83,466		75,473		80,915
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(12,150	)	(10,308	)	(14,148	)
	Purchase of held to maturity securities			(57,823	)	(64,956	)	(63,493	)
	Maturity of held to maturity securities			25,643		46,797		49,133
	Purchase of available for sale securities			(57,578	)	(34,795	)	(64,640	)
	Sale and maturity of available for sale securities			51,525		33,691		73,983
	Net cash used in investing activities			(50,383	)	(29,571	)	(19,165	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Shares repurchased and retired			(40,096	)	(32,313	)	(1,932	)
	Dividends paid in cash			(14,410	)	(14,614	)	(14,168	)
	Net cash used in financing activities			(54,506	)	(46,927	)	(16,100	)
Increase (decrease) in cash and cash equivalents				(21,423	)	(1,025	)	45,650
Cash and cash equivalents at beginning of year				105,507		106,532		60,882
Cash and cash equivalents at end of year				$  84,084		$105,507		$106,532
Supplemental cash flow information:
	Income taxes paid			$  31,561		$  34,099		$  30,490
	Interest paid			$       172		$       309		$       356

(The accompanying notes are an integral part of these statements.)

12

Notes to Consolidated Financial Statements ($ in thousands except per share data)
TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES:

Basis of consolidation:

        The consolidated financial statements include the accounts of Tootsie Roll Industries, Inc. and its wholly-owned subsidiaries (the company), which are primarily engaged in the manufacture and sale of candy products. All significant intercompany transactions have been eliminated.

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

        Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

Revenue recognition and other accounting pronouncements:

        Products are sold to customers based on accepted purchase orders which include quantity, sales price and other relevant terms of sale. Revenues are recognized when products are delivered to customers and collectibility is reasonably assured. Shipping and handling costs of $28,217, $28,579 and $28,069 in 2003, 2002 and 2001, respectively, are included in selling, marketing and administrative expenses. Accounts receivable are unsecured. Revenues from a major customer aggregated approximately 20.6%, 19.6% and 16.9% of total net sales during the years ended December 31, 2003, 2002 and 2001, respectively.

        Emerging Issues Task Force (EITF) Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer (Including the Reseller of the Vendor's Product)" requires that cooperative advertising and certain sales incentives costs traditionally reported as selling, marketing and administrative expense be reclassified as a reduction of net sales beginning January 1, 2002. Prior period consolidated statements of earnings have been reclassified to reflect this change. As a result, $31,741 of such expenses were reclassified to a reduction of net sales for the year ended December 31, 2001, which did not affect the company's financial position, earnings from operations or net income.

        In June 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," the provisions of which are effective for exit or disposal activities that are initiated after December 31, 2002. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees that it has issued. In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting related to derivative instruments, including certain derivative instruments embedded in other contracts. In November 2002, the EITF published Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables," which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB 51," which requires that variable interest entities be consolidated into the financial statements of the company that has the controlling financial interest.

        The company believes that the above-discussed pronouncements are generally not applicable to the company's operations and to the extent that they may be applicable they are not expected to have a significant impact on the company's consolidated financial statements.

Cash and cash equivalents:

        The company considers temporary cash investments with an original maturity of three months or less to be cash equivalents.

Investments:

        Investments consist of various marketable securities with maturities of generally up to four years. The company classifies debt and equity securities as either held to maturity, available for sale or trading. Held to maturity securities represent those securities that the company has both the positive intent and ability to hold to maturity and are carried at amortized cost. Available for sale securities represent those securities that do not meet the classification of held to maturity, are not actively traded and are carried at fair value. Unrealized gains and losses on these securities are excluded from earnings and are reported as a separate component of shareholders' equity, net of applicable taxes, until realized. Trading securities relate to deferred compensation arrangements and are carried at fair value.

Hedging Activities:

        From time to time, the company enters into commodities futures contracts that are intended and effective as hedges of market price risks associated with the anticipated

13

purchase of certain raw materials (primarily sugar). To qualify as a hedge, the company evaluates a variety of characteristics of these transactions, including the probability that the anticipated transaction will occur. If the anticipated transaction were not to occur, the gain or loss would then be recognized in current earnings.

        The company's derivative instruments are being accounted for as cash flow hedges and are recorded on the balance sheet at fair value. Changes therein are recorded in other comprehensive earnings and are reclassified to earnings in the periods in which earnings are affected by the hedged item.

        The company does not engage in trading or other speculative use of derivative instruments. The company does assume the risk that counter parties may not be able to meet the terms of their contracts. The company does not expect any losses as a result of counter party defaults.

        At December 31, 2003, the company had open contracts to purchase approximately half of its expected 2004 and 2005 sugar usage. Such contracts are for periods not exceeding 22 months and substantially all amounts reported in accumulated other comprehensive earnings (loss) are expected to be reclassified to cost of goods sold. During the years ended December 31, 2003, 2002 and 2001, ineffectiveness related to cash flow hedges was not material.

Inventories:

        Inventories are stated at cost, not in excess of market. The cost of domestic inventories ($42,735 and $40,064 at December 31, 2003 and 2002, respectively) has been determined by the last-in, first-out (LIFO) method. The excess of current cost over LIFO cost of inventories approximates $6,442 and $5,137 at December 31, 2003 and 2002, respectively. The cost of foreign inventories ($3,351 and $3,581 at December 31, 2003 and 2002, respectively) has been determined by the first-in, first-out (FIFO) method. Rebates, discounts and other cash consideration received from a vendor related to inventory purchases is reflected as a reduction in the cost of the related inventory item, and is therefore reflected in cost of sales when the related inventory item is sold.

Property, plant and equipment:

        Depreciation is computed for financial reporting purposes by use of the straight-line method based on useful lives of 20 to 35 years for buildings and 5 to 20 years for machinery and equipment. Depreciation expense was $11,379, $12,354 and $14,148 in 2003, 2002 and 2001, respectively, including $744 relating to equipment disposals and $1,275 of equipment that was written down related to a plant closing in 2002 and 2001, respectively.

Carrying value of long-lived assets:

        Effective January 1, 2002, the company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement requires that long-lived assets be reviewed for impairment as events or changes in circumstances occur indicating that the amount of the asset reflected in the company's balance sheet may not be recoverable. An estimate of undiscounted cash flows produced by the asset, or the appropriate group of assets, is compared to the carrying value to determine whether impairment exists. An impairment charge would then be recorded to write the carrying value down to its fair value. The determination of fair value involves the use of estimates of future cash flows that involve considerable management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management's estimates due to changes in business conditions, operating performance, and economic conditions. No significant impairment charges were recorded by the company during 2002 or 2003.

Postretirement health care and life insurance benefits:

        The company provides certain postretirement health care and life insurance benefits. The cost of these postretirement benefits is accrued during employees' working careers. The company also provides split dollar life insurance benefits to certain executive officers. The company records an asset equal to the cumulative insurance premiums that will be recovered upon the death of a covered employee(s) or earlier under the terms of the plan. Split dollar premiums paid were $4,237, $6,890 and $7,074 in 2003, 2002 and 2001, respectively.

Intangible assets:

        On January 1, 2002, the company adopted SFAS 142, "Goodwill and Other Intangible Assets." As a result of its adoption, the company has reclassified $79,348 and $38,151 from intangible assets to trademarks and goodwill, respectively. All trademarks have been assessed by management to have indefinite lives because they are expected to generate cash flows indefinitely. Thus, the company has ceased amortization expense on all trademarks and goodwill as of January 1, 2002.

        The company has identified its reporting units related to goodwill and completed its goodwill impairment tests as of January 1, 2002 which require that management compare the fair value of the reporting unit with its carrying value. The reporting units were not considered to be impaired. The company also completed its impairment test of the indefinite lived trademarks which required management to compare the fair value of the trademarks to the carrying value. The trademarks were not considered to be impaired.

        The impairment tests performed require that the company determine the fair market value of its reporting units for comparison to the carrying value of such net assets to assess whether an impairment exists. The methodologies used to estimate fair market value involve the use of estimates and assumptions, including projected revenues, earnings, cash flows and discount rates.

        In addition, the company is required to conduct an annual review of its goodwill and trademarks for potential impairment. In 2003 and 2002, this review was completed and no impairment was found.

14

Comprehensive earnings:

        Comprehensive earnings includes net earnings, foreign currency translation adjustments and unrealized gains/losses on commodity contracts and marketable securities.

Earnings per share:

        A dual presentation of basic and diluted earnings per share is not required due to the lack of potentially dilutive securities under the company's simple capital structure. Therefore, all earnings per share amounts represent basic earnings per share.

        The Class B Common Stock has essentially the same rights as Common Stock, except that each share of Class B Common Stock has ten votes per share (compared to one vote per share of Common Stock), is not traded on any exchange, is restricted as to transfer and is convertible on a share-for-share basis, at any time and at no cost to the holders, into shares of Common Stock which are traded on the New York Stock Exchange.

NOTE 2—ACCRUED LIABILITIES:

        Accrued liabilities are comprised of the following:

	December 31,
	2003		2002
Compensation	$	12,213	$	11,211
Other employee benefits		4,998		4,666
Taxes, other than income		2,531		2,542
Advertising and promotions		11,525		10,894
Other		7,567		6,512
	$	38,834	$	35,825

NOTE 3—INDUSTRIAL DEVELOPMENT BONDS:

        Industrial development bonds are due in 2027. The average floating interest rate was 1.2% and 1.5% in 2003 and 2002, respectively.

NOTE 4—INCOME TAXES:

        The domestic and foreign components of pretax income are as follows:

	2003		2002		2001
Domestic	$	96,170	$	98,978	$	98,827
Foreign		1,777		1,710		1,960
	$	97,947	$	100,688	$	100,787

        The provision for income taxes is comprised of the following:

		2003			2002			2001
Current:
	Federal	$	27,904		$	32,303		$	27,588
	Foreign		485			553			749
	State		1,202			1,523			2,480
			29,591			34,379			30,817
Deferred:
	Federal		3,465			(286	)		4,011
	Foreign		(252	)		176			52
	State		129			31			220
			3,342			(79	)		4,283
		$	32,933		$	34,300		$	35,100

        Significant components of the company's net deferred tax liability at year end were as follows:

		December 31,
		2003			2002
Deferred tax assets:
	Deferred compensation	$	8,855		$	7,205
	Post retirement benefits		3,076			2,885
	Reserve for uncollectible accounts		480			475
	Other accrued expenses		2,337			4,388
	Foreign subsidiary tax loss carry forward		157			411
	Foreign subsidiary tax credit carry forward		2,098			2,432
	Inventory reserves		1,080			1,299
	Other		1,231			2,783
			19,314			21,878
	Valuation reserve		(1,522	)		(2,014	)
	Total deferred tax assets	$	17,792		$	19,864
Deferred tax liabilities:
	Depreciation	$	18,333		$	16,313
	Deductible goodwill and trademarks		12,835			10,908
	Accrued export company commissions		2,825			2,602
	VEBA funding		460			469
	Inventory reserves		2,629			2,292
	Other		2,390			2,453
	Total deferred tax liabilities	$	39,472		$	35,037
	Net deferred tax liability	$	21,680		$	15,173

15

        At December 31, 2003, gross amount of foreign subsidiary tax loss carry forwards expiring by year are as follows: $49 in 2005, $33 in 2009, $277 in 2011 and $83 in 2012.

        Also at December 31, 2003, the amounts of the foreign subsidiary tax credit carry forwards expiring by year are as follows: $265 in 2004, $45 in 2005, $226 in 2007, $191 in 2008, $184 in 2009, $306 in 2010, $317 in 2011, $305 in 2012 and $259 in 2013. A valuation allowance has been established for these carry forward credits to reduce the future income tax benefits to amounts expected to be realized.

        The effective income tax rate differs from the statutory rate as follows:

	2003		2002		2001
U.S. statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net	0.9		1.0		1.8
Amortization of intangible assets	—		—		0.4
Exempt municipal bond interest	(1.6	)	(1.8	)	(2.0	)
Other, net	(0.7	)	(0.1	)	(0.4	)
Effective income tax rate	33.6	%	34.1	%	34.8	%

        The company has not provided for U.S. federal or foreign withholding taxes on $7,663 and $6,506 of foreign subsidiaries' undistributed earnings as of December 31, 2003 and December 31, 2002, respectively, because such earnings are considered to be permanently reinvested. It is not practicable to determine the amount of income taxes that would be payable upon remittance of the undistributed earnings.

NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS:

The company ceased amortizing its intangible assets in conjunction with the January 1, 2002 adoption of SFAS 142. The proforma effects of such adoption are as follows:

	2003		2002		2001
Reported net income	$	65,014	$	66,388	$	65,687
Add back: goodwill amortization		—		—		1,473
Add back: trademark amortization		—		—		2,305
Tax effect		—		—		(927	)
Adjusted net income	$	65,014	$	66,388	$	68,538
Reported basic earnings per share	$	1.26	$	1.25	$	1.23
Goodwill amortization		—		—		.03
Trademark amortization		—		—		.04
Tax effect		—		—		(.02	)
Adjusted basic earnings per share	$	1.26	$	1.25	$	1.28

NOTE 6—SHARE CAPITAL AND CAPITAL IN EXCESS OF PAR VALUE:

						Class B Common Stock
	Common Stock										Treasury Stock
																Capital in excess of par value
	Shares		Amount			Shares		Amount			Shares		Amount
	(000's)					(000's)					(000's)
Balance at January 1, 2001	32,986		$	22,907		16,056		$	11,150		(52	)	$	(1,992	)	$	256,698
Issuance of 3% stock dividend	986			685		480			333		(1	)		—			69,180
Conversion of Class B common shares to common shares	217			151		(217	)		(151	)	—			—			—
Purchase and retirement of common shares	(50	)		(35	)	—			—		—			—			(1,897	)
Balance at December 31, 2001	34,139			23,708		16,319			11,332		(53	)		(1,992	)		323,981
Issuance of 3% stock dividend	1,009			700		488			339		(2	)		—			63,332
Conversion of Class B common shares to common shares	48			33		(48	)		(33	)	—			—			—
Purchase and retirement of common shares	(948	)		(658	)	—			—		—			—			(31,655	)
Balance at December 31, 2002	34,248			23,783		16,759			11,638		(55	)		(1,992	)		355,658
Issuance of 3% stock dividend	1,017			706		502			349		(1	)		—			41,458
Conversion of Class B common shares to common shares	116			81		(116	)		(81	)	—			—			—
Purchase and retirement of common shares	(1,299	)		(902	)	—			—		—			—			(39,194	)
Balance at December 31, 2003	34,082		$	23,668		17,145		$	11,906		(56	)	$	(1,992	)	$	357,922

        Average shares outstanding and all per share amounts included in the financial statements and notes thereto have been adjusted retroactively to reflect annual three percent stock dividends.

NOTE 7—OTHER INCOME, NET:

        Other income (expense) is comprised of the following:

	2003			2002			2001
Interest income	$	4,464		$	5,553		$	6,556
Interest expense		(172	)		(309	)		(356	)
Dividend income		1			3			55
Foreign exchange losses		(78	)		(206	)		(177	)
Royalty income		542			371			403
Capital gains		112			(35	)		1,515
Miscellaneous, net		725			81			87
	$	5,594		$	5,458		$	8,083

16

NOTE 8—EMPLOYEE BENEFIT PLANS:
Pension plans:

        The company sponsors defined contribution pension plans covering certain nonunion employees with over one year of credited service. The company's policy is to fund pension costs accrued based on compensation levels. Total pension expense for 2003, 2002 and 2001 approximated $3,073, $2,867 and $2,823, respectively. The company also maintains certain profit sharing and savings-investment plans. Company contributions in 2003, 2002 and 2001 to these plans were $796, $709 and $765, respectively.

        The company also contributes to multi-employer defined benefit pension plans for its union employees. Such contributions aggregated $1,048, $1,055 and $859 in 2003, 2002 and 2001, respectively. The relative position of each employer associated with the multi-employer plans with respect to the actuarial present value of benefits and net plan assets is not determinable by the company.

Deferred compensation

The company sponsors three deferred compensation plans for selected executives and other employees: (i) the Excess Benefit Plan, which restores retirement benefits lost due to IRS limitations on contributions to tax-qualified plans, (ii) the Supplemental Plan, which allows eligible employees to defer the receipt of eligible compensation until designated future dates and (iii) the Career Achievement Plan, which provides a deferred annual incentive award to selected executives. Participants in these plans earn a return on amounts due them based on several investment options, which mirror returns on underlying investments (primarily mutual funds). The company hedges its obligations under the plans by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At December 31, 2003 and 2002, these investments totaled $22.0 million and $16.1 million, respectively. All gains and losses in these investments are equally offset by corresponding gains and losses in the company's deferred compensation liabilities.

Postretirement health care and life insurance benefit plans:

The company provides certain postretirement health care and life insurance benefits for corporate office and management employees. Employees become eligible for these benefits if they meet minimum age and service requirements and if they agree to contribute a portion of the cost. The company has the right to modify or terminate these benefits. The company does not fund postretirement health care and life insurance benefits in advance of payments for benefit claims.

        The changes in the accumulated postretirement benefit obligation at December 31, 2003 and 2002 consist of the following:

	December 31,
	2003			2002
Benefit obligation, beginning of year	$	8,151		$	7,450
Net periodic postretirement benefit cost		1,327			913
Benefits paid		(176	)		(212	)
Benefit obligation, end of year	$	9,302		$	8,151

        Net periodic postretirement benefit cost included the following components:

	2003		2002			2001
Service cost—benefits attributed to service during the period	$	638	$	462		$	351
Interest cost on the accumulated postretirement benefit obligation		604		481			422
Amortization of unrecognized net gain		85		(30	)		(68	)
Net periodic postretirement benefit cost	$	1,327	$	913		$	705

        For measurement purposes, a 9.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2003; the rate was assumed to decrease gradually to 5.5% for 2011 and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 6.0% and 6.5% at December 31, 2003 and 2002, respectively.

        Increasing or decreasing the health care trend rates by one percentage point in each year would have the following effect on:

	1% Increase		1% Decrease
Postretirement benefit obligation	$	1,490	$	(1,218	)
Total of service and interest cost components	$	255	$	(203	)

        The company estimates that the 2004 plan contribution will be $193. In December 2003, the FASB issued a revised SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," which the company adopted in 2003. In January 2004, the FASB issued Staff Position No. 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" (FSP 106-1). The company has elected to defer accounting for the effects of the Act, as permitted by FSP 106-1. Accordingly, the company's accumulated postretirement benefit obligation and net postretirement health care costs included in the consolidated financial statements and accompanying notes do not reflect the effects of the Act. Specific authoritative guidance on the accounting for the federal subsidy is pending and that guidance, when issued, could require the company to change previously reported information.

17

NOTE 9—COMMITMENTS:

        Rental expense aggregated $962, $941 and $1,000 in 2003, 2002 and 2001, respectively.

        Future operating lease commitments are not significant.

NOTE 10—SEGMENT AND GEOGRAPHIC INFORMATION:

        The company operates as a single reportable segment encompassing the manufacture and sale of confectionery products and its principal operations and markets are located in the United States. The company also manufactures and sells confectionery products in Mexico, and exports products to Canada as well as to over 30 countries worldwide.

        The following geographic data include net sales summarized on the basis of the location of the subsidiary making the sale, and long-lived assets based on their physical location.

		2003		2002		2001
Net Sales:
	United States	$	367,389	$	365,920	$	362,290
	Foreign		25,267		27,265		29,465
		$	392,656	$	393,185	$	391,755
Long-lived assets:
	United States	$	283,362	$	297,894	$	248,472
	Foreign		5,013		5,738		6,609
		$	288,375	$	303,632	$	255,081

NOTE 11—DISCLOSURES ABOUT THE FAIR VALUE AND CARRYING AMOUNT OF FINANCIAL INSTRUMENTS:

        The carrying amount approximates fair value of cash and cash equivalents because of the short maturity of those instruments. The fair values of investments are estimated based on quoted market prices. The fair value of the company's industrial development bonds approximates their carrying value because they have a floating interest rate.

        During the third quarter 2003, the company transferred approximately $18 million of investments to a new money manager in order to better diversify its investment portfolio. The aforementioned also had the effect of reclassifying $18 million of investments from "held to maturity" to "available for sale". No gain or loss was recognized as a result of this transfer, and it is not expected to have material effect on the company's financial position or reported net earnings.

        The carrying amount and estimated fair values of the company's financial instruments are as follows:

	2003				2002
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	84,084	$	84,084	$	105,507	$	105,507
Investments held to maturity		136,801		137,609		119,730		121,541
Investments available for sale		41,346		41,346		22,226		22,226
Investments in trading securities		21,243		21,243		15,281		15,281
Industrial development bonds		7,500		7,500		7,500		7,500

        A summary of the aggregate fair value, gross unrealized gains, gross unrealized losses and amortized cost basis of the company's investment portfolio by major security type is as follows:

	December 31, 2003
					Unrealized
Held to Maturity:
	Amortized Cost		Fair Value		Gains		Losses
Municipal bonds	$	136,356	$	137,170	$	814	$	—
Unit investment trusts of municipal bonds		445		439		—		(6	)
	$	136,801	$	137,609	$	814	$	(6	)
Available for Sale:
Municipal bonds	$	53,061	$	53,202	$	141	$	—
Mutual funds		2,454		3,075		621		—
	$	55,515	$	56,277	$	762	$	—

	December 31, 2002
					Unrealized
Held to Maturity:			Fair Value
	Amortized Cost				Gains		Losses
Municipal bonds	$	134,425	$	136,240	$	1,815	$	—
Unit investment trusts of municipal bonds		505		502		—		(3	)
	$	134,930	$	136,742	$	1,815	$	(3	)
Available for Sale:
Municipal bonds	$	24,281	$	24,275	$	—	$	(6	)
Mutual funds		2,454		2,436		—		(18	)
	$	26,735	$	26,711	$	—	$	(24	)

        Held to maturity securities of $0 and $15,200 and available for sale securities of $14,931 and $4,485 were included in cash and cash equivalents at December 31, 2003 and 2002, respectively. There were no securities with maturities greater than four years and gross realized gains and losses on the sale of available for sale securities in 2003 and 2002 were not significant.

18

NOTE 12—COMPREHENSIVE INCOME:

        The following table sets forth information with respect to accumulated other comprehensive income (loss):

		Foreign Currency Translation Adjustment			Unrealized Gain (Loss) On Investments			Unrealized Gains (Losses) on Derivatives			Accumulated Other Comprehensive Earnings (Loss)
Balance at January 1, 2001		$	(10,823	)	$	633		$	0		$	(10,190	)
	Unrealized gains (losses)		846			(316	)		(264	)		266
	(Gains) losses reclassified to net earnings		—			23			(346	)		(323	)
	Tax effect		—			109			225			334
	Net of tax amount		846			(184	)		(385	)		277
Balance at December 31, 2001			(9,977	)		449			(385	)		(9,913	)
	Unrealized gains (losses)		(1,533	)		(798	)		(65	)		(2,396	)
	(Gains) losses reclassified to net earnings		—			60			1,429			1,489
	Tax effect		—			273			(505	)		(232	)
	Net of tax amount		(1,533	)		(465	)		859			(1,139	)
Balance at December 31, 2002			(11,510	)		(16	)		474			(11,052	)
	Unrealized gains (losses)		(647	)		784			890			1,027
	(Gains) losses reclassified to net earnings		—			2			(1,690	)		(1,688	)
	Tax effect		—			(290	)		294			4
	Net of tax amount		(647	)		496			(506	)		(657	)
Balance at December 31, 2003		$	(12,157	)	$	480		$	(32	)	$	(11,709	)

Report of Independent Auditors

To the Board of Directors and Shareholders of Tootsie Roll Industries, Inc.:

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of earnings, comprehensive earnings and retained earnings and of cash flows present fairly, in all material respects, the financial position of Tootsie Roll Industries, Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Notes 1 and 5 to the consolidated financial statements, the company changed the manner in which it accounts for its goodwill and other intangible assets upon adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" on January 1, 2002.

Chicago, Illinois
February 11, 2004

19

Quarterly Financial Data (Unaudited)

TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES

	(Thousands of dollars except per share data)
2003
	First	Second	Third	Fourth	Total
Net sales	$75,570	$77,725	$147,201	$92,160	$392,656
Gross margin	32,601	35,541	61,932	40,035	170,109
Net earnings	10,909	12,317	26,945	14,843	65,014
Net earnings per share	.21	.24	.52	.29	1.26
2002
Net sales	$78,991	$77,131	$146,298	$90,765	$393,185
Gross margin	35,505	35,411	61,560	38,505	170,981
Net earnings	12,772	12,316	26,616	14,684	66,388
Net earnings per share	.24	.23	.50	.28	1.25
2001
Net sales	$75,858	$79,987	$148,456	$87,454	$391,755
Gross margin	35,817	36,417	65,600	36,024	173,858
Net earnings	12,385	13,902	27,010	12,390	65,687
Net earnings per share	.23	.26	.51	.23	1.23

Net earnings per share is based upon average outstanding shares as adjusted for 3% stock dividends issued during the second quarter of each year. The sum of the per share amounts may not equal annual amounts due to rounding.

2003-2002 QUARTERLY SUMMARY OF TOOTSIE ROLL INDUSTRIES, INC. STOCK PRICE AND DIVIDENDS PER SHARE

STOCK PRICES*

	2003				2002
	High		Low		High		Low
1st Qtr	$	30.91	$	27.30	$	45.99	$	37.85
2nd Qtr	$	32.37	$	28.75	$	47.97	$	37.84
3rd Qtr	$	32.05	$	29.60	$	38.97	$	29.72
4th Qtr	$	36.94	$	32.08	$	31.96	$	29.51

*

NYSE — Composite Quotations

Estimated Number of shareholders at December 31, 2003:
	Common Stock	18,000
	Class B Common Stock	5,000

DIVIDENDS

	2003		2002
1st Qtr	$	.0680	$	.0660
2nd Qtr	$	.0700	$	.0680
3rd Qtr	$	.0700	$	.0680
4th Qtr	$	.0700	$	.0680

NOTE: In addition to the above cash dividends, a 3% stock dividend was issued on April 16, 2003 and April 17, 2002. Cash dividends are restated to reflect 3% stock dividends.

20

Five Year Summary of Earnings and Financial Highlights

TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES (Thousands of dollars except per share, percentage and ratio figures)

(See Management's Comments starting on page 5)

			2003			2002			2001			2000			1999
Sales and Earnings Data (2)
	Net sales		$	392,656		$	393,185		$	391,755		$	396,816		$	369,335
	Gross margin (3)			170,109			170,981			173,858			188,585			175,244
	Interest expense			172			309			356			866			453
	Provision for income taxes			32,933			34,300			35,100			42,071			40,137
	Net earnings			65,014			66,388			65,687			75,737			71,310
		% of sales		16.6	%		16.9	%		16.8	%		19.1	%		19.3	%
		% of shareholders' equity		12.1	%		12.6	%		12.9	%		16.5	%		16.6	%
Per Common Share Data (1)
	Net earnings		$	1.26		$	1.25		$	1.23		$	1.40		$	1.30
	Cash dividends declared			.28			.27			.26			.25			.21
	Stock dividends			3	%		3	%		3	%		3	%		3	%
Additional Financial Data (3)
	Working capital		$	180,818		$	161,852		$	188,250		$	145,765		$	168,423
	Net cash provided by operating activities			83,466			75,473			80,915			82,591			72,935
	Net cash used in investing activities			50,383			29,571			19,165			64,177			26,993
	Net cash used in financing activities			54,506			46,927			16,100			46,036			38,182
	Property, plant & equipment additions			12,150			10,308			14,148			16,189			20,283
	Net property, plant & equipment			129,163			128,869			132,575			131,118			95,897
	Total assets			665,297			646,080			618,676			562,442			529,416
	Long term debt			7,500			7,500			7,500			7,500			7,500
	Shareholders' equity			536,581			526,740			508,461			458,696			430,646
	Average shares outstanding (1)			51,784			53,070			53,464			53,911			54,889

(1)

Adjusted for annual 3% stock dividends.

(2)

Adjusted for the reclassification of certain selling, marketing and administrative expenses as a reduction of net sales.

(3)

Certain reclassifications have been made to prior year numbers to conform to current year presentation.

21

Board of Directors

Melvin J. Gordon(1)	Chairman of the Board and Chief Executive Officer
Ellen R. Gordon(1)	President and Chief Operating Officer
Charles W. Seibert(2)(3)	Retired Banker
Lana Jane Lewis-Brent(2)(3)	President, Paul Brent Designer, Inc., an art publishing, design and licensing company
Richard P. Bergeman(2)(3)	Retired Senior Vice President, Bestfoods

⁽¹⁾

Member of the Executive Committee

⁽²⁾

Member of the Audit Committee

⁽³⁾

Member of the Compensation Committee

Officers

Melvin J. Gordon	Chairman of the Board and Chief Executive Officer
Ellen R. Gordon	President and Chief Operating Officer
G. Howard Ember, Jr.	Vice President, Finance & Chief Financial Officer
John W. Newlin, Jr.	Vice President, Manufacturing
Thomas E. Corr	Vice President, Marketing & Sales
James M. Hunt	Vice President, Physical Distribution
Barry P. Bowen	Treasurer & Asst. Secy.
Daniel P. Drechney	Controller

Offices, Plants

Executive Offices	7401 S. Cicero Ave. Chicago, Illinois 60629 www.tootsie.com
Plants	Illinois Tennessee Massachusetts Wisconsin New York Mexico City
Foreign Sales Offices	Mexico City, Mexico Mississauga, Ontario

Subsidiaries

Andes Candies L.P.
Andes Manufacturing LLC
Andes Services LLC
C.C. L.P., Inc.
C.G.C. Corporation
C.G.P., Inc.
Cambridge Brands, Inc.
Cambridge Brands Mfg., Inc.
Cambridge Brands Services, Inc.
Cella's Confections, Inc.
Charms Company
Charms L.P.
Charms Marketing Company
Henry Eisen Advertising Agency, Inc.
J.T. Company, Inc.
O'Tec Industries, Inc.
Tootsie Roll Brands, LLC Tootsie Roll of Canada Ltd.
Tootsie Roll Central Europe Ltd.
The Tootsie Roll Company, Inc.
Tootsie Roll Management, Inc.
Tootsie Roll Mfg., Inc.
Tootsie Rolls—Latin America, Inc.
Tootsie Roll Worldwide Ltd.
The Sweets Mix Company, Inc.
TRI Captive Insurance Company, Inc.
TRI de Latino America S.A. de C.V.
TRI Finance, Inc.
TRI International Co.
TRI-Mass., Inc.
TRI Sales Co.
TRI Sales Finance LLC
Tutsi S.A. de C.V.
World Trade & Marketing Ltd.

Other Information

Stock Exchange	New York Stock Exchange, Inc. (Since 1922)
Stock Identification	Ticker Symbol: TR CUSIP No. 890516 10-7
Stock Transfer Agent and Stock Registrar	Mellon Investor Services LLC Overpeck Centre 85 Challenger Road Ridgefield Park, NJ 07660 1-800-710-0932 www.melloninvestor.com
Independent Accountants	PricewaterhouseCoopers LLP One North Wacker Chicago, IL 60606
General Counsel	Becker Ross Stone DeStefano & Klein 317 Madison Avenue New York, NY 10017
Annual Meeting	May 3, 2004 Mutual Building, Room 1200 909 East Main Street Richmond, VA 23219

Printed on recycled paper.

22

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Corporate Profile
Corporate Principles

To Our Shareholders
Financial Highlights

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Statement of Financial Position

Consolidated Statement of Earnings, Comprehensive Earnings and Retained Earnings

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements
Report of Independent Auditors

Quarterly Financial Data (Unaudited)

Five Year Summary of Earnings and Financial Highlights

EX-21

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EXHIBIT 21

LIST OF SBUSIDIARIES OF THE COMPANY

NAME	JURISDICTION OF INCORPORATION
Andes Candies L.P.	Illinois
Andes Manufacturing LLC	Illinois
Andes Services LLC	Illinois
C. C. L. P., Inc.	Delaware
C. G. C. Corporation	Delaware
C. G. C. L. P., Inc.	Delaware
C. G. P., Inc.	Delaware
Cambridge Brands, Inc.	Delaware
Cambridge Brands Mfg., Inc.	Delaware
Cambridge Brands Services, Inc.	Delaware
Candy Realty, Inc.	New Jersey
Cella's Confections, Inc.	Virginia
Charms Company	Delaware
Charms L. P.	Illinois
Charms Marketing Company	Illinois
General Magnetics, Inc.	New Jersey
Henry Eisen Advertising Agency, Inc.	New Jersey
J. T. Company, Inc.	Delaware
O'Tec Industries, Inc.	Delaware
Tootsie Roll Brands, LLC	Delaware
Tootsie Roll of Canada Ltd.	Canada
Tootsie Roll Central Europe Ltd.	Delaware
The Tootsie Roll Company, Inc.	Illinois
Tootsie Roll Management, Inc.	Illinois
Tootsie Roll Mfg., Inc.	Illinois
Tootsie Rolls—Latin America, Inc.	Delaware
Tootsie Roll Worldwide Ltd.	Illinois
TRI Captive Insurance Company, Inc.	Arizona
The Sweets Mix Company, Inc.	Illinois
TRI de Latino America S.A. de C.V.	Mexico
TRI Finance, Inc.	Delaware
TRI International Co.	Illinois
TRI-Mass., Inc.	Massachusetts
TRI Sales Co.	Delaware
TRI Sales Finance LLC	Delaware
Tutsi S. A. de C. V.	Mexico
World Trade & Marketing Ltd.	British West Indies

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LIST OF SBUSIDIARIES OF THE COMPANY

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Melvin J. Gordon, Chairman and Chief Executive Officer of Tootsie Roll Industries, Inc., certify that:

1.

I have reviewed this annual report on Form 10-K of Tootsie Roll Industries, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2004

By:
/s/  MELVIN J. GORDON Melvin J. Gordon

Chairman and Chief Executive Officer

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CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, G. Howard Ember, Jr., Vice President/Finance and Chief Financial Officer of Tootsie Roll Industries, Inc., certify that:

1.

I have reviewed this annual report on Form 10-K of Tootsie Roll Industries, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2004

By:
/s/  G. HOWARD EMBER, JR. G. Howard Ember, Jr.
Vice President/Finance and
Chief Financial Officer

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CERTIFICATIONS

EX-32

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Exhibit 32

Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003

        Each of the undersigned officers of Tootsie Roll Industries, Inc. certifies that (i) the Annual Report on Form 10-K of Tootsie Roll Industries, Inc. for the year ended December 31, 2003 (the Form 10-K) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Tootsie Roll Industries, Inc.

Dated: March 12, 2004	/s/  MELVIN J. GORDON Melvin J. Gordon Chairman and Chief Executive Officer
Dated: March 12, 2004	/s/  G. HOWARD EMBER, JR. G. Howard Ember, Jr. Vice President/Finance and Chief Financial Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tootsie Roll Industries, Inc. and will be retained by Tootsie Roll Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003