Business Description

3 ​ ​ ​ ITEM 1A. Risk Factors 5 ​ ​ ​ ITEM 1B. Unresolved Staff Comments 10 ​ ​ ​ ITEM 1C. Cybersecurity 10 ​ ​ ​ ITEM 2. Properties 12 ​ ​ ​ ITEM 3. Legal Proceedings 12 ​ ​ ​ ITEM 4. Mine Safety Disclosures 12 ​ ​ ​ ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13 ​ ​ ​ ITEM 6. [RESERVED] 14 ​ ​ ​ ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 ​ ​ ​ ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 25 ​ ​ ​ ITEM 8. Financial Statements and Supplementary Data 25 ​ ​ ​ ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 50 ​ ​ ​ ITEM 9A. Controls and Procedures 50 ​ ​ ​ ITEM 9B. Other Information 50 ​ ​ ​ ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 50 ​ ​ ​ ITEM 10. Directors, Executive Officers and Corporate Governance 51 ​ ​ ​ ITEM 11. Executive Compensation 51 ​ ​ ​ ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 52 ​ ​ ​ ITEM 13. Certain Relationships and Related Transactions, and Director Independence 52 ​ ​ ​ ITEM 14. Principal Account Fees and Services 52 ​ ​ ​ ITEM 15. Exhibits, Financial Statement Schedules 52 ​ ​ ​ ITEM 16. Form 10-K Summary 52 ​ ​ ​ 2 Table of Contents 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” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance and are subject to certain factors, risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the 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. Factors, among others, which could cause the Company’s future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein include 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 and those factors described in Item 1A “Risk Factors” and elsewhere in this Form 10-K and in other Company filings with the Securities and Exchange Commission. The Company does not undertake to update any of these forward-looking statements. ​ PART I ​ ITEM 1. Busines s . ​ Tootsie Roll Industries, Inc. and its consolidated subsidiaries (the “Company”) have been engaged in the manufacture and sale of confectionery products for over 125 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