Snacks That THRILL

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800.541.2676 27 SPECIAL TREATS for special gatherings

Stories. Laughter. Memories old and new. End-of-year holidays present special times to gather together with loved ones. Compliment the cook, thank your host or show appreciation for family and friends with homemade tastes, wholesome goodness and festive treats from The Popcorn Factory. Our tins, towers and assortments are perfect for noshing throughout the day or as a sweet finish to a shared meal.

2 ThePopcornFactory.com FALL SPLENDOR TOWER ASSORTMENT | $69.99 | Page 7

CARAMEL CHOCOLATE DIPPED POPCORN BALLS | $32.99 | Page 23

A | FALL INTO AUTUMN POPCORN TINS NEW! new! Accent your table with the warm colors of autumn. We fill our 3-flavor tins with Butter, Cheese and Caramel popcorn and 4-flavor tins with White Cheddar, Butter, Cheese and Caramel corn. 2-Gallon Tins contain 32 cups of popcorn, 3.5-Gallon tins contain 56 cups and 6.5-Gallon Tins contain 104 cups. U D SEASONAL 10” CANISTERS | $15.99 | Page 27 P079230 | 2-Gal 3-Flavor | $34.99 P079340 | 3.5-Gal 4-Flavor | $39.99 P079240 | 2-Gal 4-Flavor | $34.99 P079030 | 6.5-Gal 3-Flavor | $54.99 P079330 | 3.5-Gal 3-Flavor | $39.99 P079040 | 6.5-Gal 4-Flavor | $54.99

800.541.2676 3 FALL INTO AUTUMN POPCORN TINS new! Cozy up to sweater weather and crisper days with the comfort of an all-time favorite snack. Celebrate the colorful BOUNTY of flavor splendor of autumn with 3-flavor tins filled with Butter, Cheese and Caramel popcorn, or 4-flavor tins loaded with White Cheddar, Butter, Cheese and Caramel. Get a great value! For just $5 more, our 3.5-gallon tins hold 56 cups—24 more cups of popcorn than our 32-cup 2-gallon tins. For even greater savings, our 6.5-Gallon tins contain 104 cups. U D P079230 | 2-Gal 3-Flavor | $34.99 P079240 | 2-Gal 4-Flavor | $34.99 P079330 | 3.5-Gal 3-Flavor | $39.99 P079340 | 3.5-Gal 4-Flavor | $39.99 P079030 | 6.5-Gal 3-Flavor | $54.99 P079040 | 6.5-Gal 4-Flavor | $54.99

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A | FALL SPLENDOR TIN POPCORN ASSORTMENT C | FALL SPLENDOR JUMBO SAMPLER For the popcorn lovers, we fill a 2-gallon tin with 8 flavors of popcorn: With over 2 pounds of seasonal treats, this jumbo sampler is filled with Candy Corn Taffy, Pumpkin Caramel, White Cheddar, Cracked Pepper & Sea Salt, S’Mores, Butter Spice Caramels, Pixies®, Jelly Belly® Autumn Mix and 5 flavors of popcorn: Cheese, Caramel, Cocoa Toffee Pretzel Mix, Caramel Apple, Cranberry and Pumpkin Caramel Praline S’Mores, Cranberry and Pumpkin Caramel Praline Crunch. Serves 4-6. Crunch. Serves 4-6. C03175 | $49.99 C03121 | $39.99 Just want to thank you for B | BURGUNDY LEAVES 5-TIER TOWER Great for friends and family, our 5-tier tower comes filled with Jelly Belly® always delivering such fresh, delicious popcorn. Autumn Mix, Candy Corn Taffy, Mini Confectioners’ Coated Pretzels, Pixies® and 3 flavors of popcorn: White Cheddar, Cracked Pepper & Sea Salt and You“ are a favorite of the whole family. Pumpkin Caramel Praline Crunch. Serves 2-4. — Darien C., Texas T03805 | $39.99

” ® Get free shipping on your order! See page 29 to join Passport . 5 Harvest the GOODNESS but leave some for others!

FALL SPLENDOR POPCORN TINS Popcorn is the ideal treat for all your fall occasions! Choose 3 or 4 flavors of crisp, delicious popcorn: Butter, Cheese and Caramel for 3-flavor tins; White Cheddar, Butter, Cheese and Caramel for 4-flavor tins. Get a great value! For just $5 more, a 3.5-gallon tin holds 56 cups – 24 more cups of popcorn than our 32-cup, 2-gallon tins. 6.5-gallon tins contain 104 cups. U D P031230 | 2-Gal 3-Flavor | $34.99 P031340 | 3.5-Gal 4-Flavor | $39.99 P031240 | 2-Gal 4-Flavor | $34.99 P031030 | 6.5-Gal 3-Flavor | $54.99 P031330 | 3.5-Gal 3-Flavor | $39.99 P031040 | 6.5-Gal 4-Flavor | $54.99

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A | PUMPKIN CARAMEL PRALINE CRUNCH GIFT TIN C | FALL SPLENDOR TOWER We fill our elegant silver tin with mouthfuls of our premium Pumpkin Caramel Praline Great for sharing, our 7-tier tower comes with a host of seasonal treats. It includes Crunch popcorn. Perfect for lovers of sweet and crunchy, our fresh-picked kernels are Jelly Belly® Autumn Mix, Natural Pistachios, Mellowcreme Pumpkins, Chocolate Chip popped in small individual kettle batches and then seasoned with a generous helping of Cookies, 4 Chocolate-covered Pretzels, 9 Pixies® and 3 flavors of popcorn: Cheese, pumpkin spice and caramelized pecans. Serves 2 – 4. Cranberry and Pumpkin Spice. Serves 6–8. SA2021PCC | $19.99 T03107 | $69.99 B | DELUXE AUTUMN TIN PLANTER D | BURGUNDY LEAVES SAMPLER Our deluxe, reusable planter offers a delicious mix of popcorn and sweet treats. It comes Our delightful Burgundy Leaves Sampler arrives filled with Mellowcreme Pumpkins, filled with Chocolate Chip Cookies, Dark Chocolate Foil-wrapped Leaves, Mellowcreme Double Twist Caramels and our 2 most popular popcorn flavors: Cheese and Caramel. Pumpkins, Chocolate Swirl Cocoa Mix and 5 flavors of popcorn: White Cheddar, Drizzled Serves 1–2. Caramel, Cracked Pepper & Sea Salt, Cranberry and Pumpkin Caramel Praline Crunch. C03865 | $22.99 Serves 4–6. B01059 | $59.99

800.541.2676 7 Great gift ideas for GAME DAY

A | NFL 3-GALLON POPCORN TINS Serious sports fans need smart snacking options. Our collection of officially licensed B National Football League tins, filled with premium, grown in the USA popcorn, announces both your team allegiance and sophisticated palette. Each 3-gallon tin comes generously filled with Butter, Cheese and Caramel popcorn and features the team’s logo and colors. 48 cups. U D P19330GB | Green Bay Packers | $44.99 P19330DA | Dallas Cowboys | $44.99 P19330NE | New England Patriots | $44.99 P19330NY | New York Giants | $44.99 P19330PT | Pittsburgh Steelers | $44.99 P19330ST | Seattle Seahawks | $44.99

B | THE MAN CAN 3.5-GALLON POPCORN TIN new! Don’t forget the popcorn, the totally awesome snack for man caves everywhere! This 3-flavor tin is filled with our three best-selling flavors: Butter, Cheese and Caramel Popcorn. Filled with 56 cups of popcorn. Plenty to share...and plenty delicious! U D P0660330 | $44.99

More sports, more teams. Find more on our website. ThePopcornFactory.com/sports-tins

800.541.2676 9 Keep them on track with ® SNACK TO SCHOOL

A | UP ALL NIGHT POPCORN TIN C | BACK TO SCHOOL FUN PAIL Students often have to study into the wee hours. Our Up All Night Popcorn Tin delivers Starting a new school year can be tough for little kids. Make it fun and delicious with delicious popcorn energy to fuel them through those late night study sessions. The our new Back to School Fun Pail. We fill the 1.2-gallon pail with Cheese and Caramel 3.5-gallon tin comes filled with our 3 signature flavors: classic Butter, scrumptious popcorn, Kiddie Mix Candies and a Soft-baked Chocolate Chunk Cookie. Serves 1–2. Cheese and secret-recipe Caramel Corn. 56 cups. U D N0252S | $24.99 P006330 | $39.99 B | UNIVERSITY OF SNACKS POPCORN TINS Take a hands-on approach to advanced studies in gourmet popcorn. This 2-gallon tin Make it personal! is packed with 32 cups of our best popcorn! The 3-flavor tins come packed with classic See page 29 to add messages, photos and more. Butter, scrumptious Cheese and secret-recipe Caramel Corn. For extra credit, we add White Cheddar to the 4-flavor tins. P37230 | 3-Flavor Popcorn Tin | $34.99 P37240 | 4-Flavor Popcorn Tin | $34.99

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D | UNIVERSITY OF SNACKS ASSORTMENT It’s hard to study on an empty stomach. Our University of Snacks Snack Assortment offers a gourmet mix of popcorn bliss and grade “A” snacks perfect for providing fuel for those late-night study sessions. We fill the 2-gallon tin with Mini Pretzels, Sour Stars, Jelly Belly® Jelly Beans, Red Licorice Twists, Honey-roasted Peanuts, 3 Soft-baked Chocolate Chunk Cookies and five flavors of gourmet popcorn: Cheese, Caramel, White Cheddar, Cinnamon and Jalapeño. C3721 | $39.99

E | EXTREME SURVIVAL KIT CLUB F | APPLE BOX SAMPLER This club delivers three whole months of fresh, premium popcorn! A charming, delicious gift for students to give to their teachers, our new Month 1: Club members receive our 6.5-gallon Extreme Survival Kit Tin filled with Butter, apple-shaped sampler box comes filled with Cheese and Caramel Popcorn, Cheese and Caramel Popcorn. 2 Soft-baked Chocolate Chunk Cookies and Fruit Sours. Serves 1. Month 2: Club members receive a refill of all three delicious flavors. NA7844 | $19.99 Month 3: Another refill of all three flavors. A $114 value, you’ll save over 30% off the retail value! You can also just order the 6.5-gallon 3-flavor tin without the club refills. K030201 | $74.99

800.541.2676 11 HAPPY HALLOWEEN DELUXE POPCORN TINS Decadent Double Cheddar, Dark Chocolate Sea Salt and Drizzled Caramel popcorn flavors are made with the finest ingredients to delight the most discerning popcorn connoisseurs, and everyone else too! Three sizes provide the perfect Halloween treat. 2-Gallon tins contain 32 cups of popcorn, 3.5-gallon tins contain 56 cups and 6.5-gallon tins contain 104 cups. P030230DLX | 2-Gal Deluxe 3-Flavor | $59.99 P030330DLX | 3.5-Gal Deluxe 3-Flavor | $79.99 P030030DLX | 6.5-Gal Deluxe 3-Flavor | $99.99

Our deluxe flavor popcorns make an especially delicious treat. We start with grown-in-the-USA popcorn, picked fresh and popped in small batches. Flavorologists then embellish everyone’s favorite snack with finest-quality toppings, drizzles and coatings. The result is an amazing taste sensation and crunch in every bite.

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A | HAPPY HALLOWEEN 7-TIER TOWER & TIN A medley of Halloween favorites and popcorn delights in this 7-Tier Tin & Tower makes gatherings extra festive. The tower includes Jelly Belly® Orange and Black Jelly Beans; Milk Chocolate-, Dark Chocolate- and Yogurt-covered Cranberries; Candy Corn Taffy; Chocolate Chip Cookies; Pixies®; 4 Confectioners’ Coated Halloween Pretzels; White Cheddar popcorn; Pumpkin Caramel Praline Crunch popcorn; and S’Mores popcorn. A 2-gallon tin contains 32 cups of our 3 signature popcorn flavors: Butter, Cheese and Caramel. Tower serves 5-7. T03408 | 7-Tier Tower & Tin | $79.99 T03407 | 7-Tier Tower Only | $49.99

B | HAPPY HALLOWEEN SNACK CARRIER Whether you travel by broomstick, dragon or on foot, the cut out handle on our party pack snack carrier ensures you bring the goods in style! The Snack Carrier comes filled with Mini Confectioners’ Coated Pretzels, Candy Corn Taffy, Halloween Milk Chocolates and 2 flavors of popcorn: Cheese and Zombie Kettle Corn. Serves 2–3. NA030755 | $24.99 C | HAPPY HALLOWEEN SAMPLER Perfect for sharing, our Halloween Party Sampler offers sweet and savory treats forHalloween. It comes filled with Candy Corn Gummies, 8 Ghost Butter Cookies and 3 flavors of popcorn: Caramel, White Cheddar and Halloween Kettle Corn. Serves 2–4. C03465 | $32.99

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Enchanting SNACKS

Be the most POP-ular house on the block this Halloween. Our frightfully fantastic towers, abundant assortments and treat-filled tins start with premium, grown-in-the-USA kernels, fresh-popped and dressed to thrill with flavors that capture the spirit of the season.

A | HAUNTED HOUSE STACK Dying to see what’s inside this haunted house? This wacky display is certain to be a most welcome addition to your hostess’s centerpiece. The leaning tower of treats comes filled with Milk Chocolate Ghosts, Jelly Belly® Monster Mash Mix, Mini Confectioners’ Coated Pretzels, 3 Pixies® and 2 flavors of popcorn: Cheese and Zombie Kettle Corn. Serves 2–4. NA0312H | $39.99

B | HAPPY HALLOWEEN SNACK ASSORTMENT A wickedly good variety of classic and specialty popcorn flavors make this a wonderful gift. Our Happy Halloween Snack Assortment packs a 2-gallon tin with Jelly Belly® Monster Mash Mix, Candy Corn Taffy, 6 Soft-baked Chocolate Chunk Cookies and 4 flavors of popcorn: Cheese, Caramel, Cocoa S’Mores and Zombie Kettle Corn. Serves 3–5. C03022 | $39.99

C | 30-COUNT HALLOWEEN POPCORN BALLS Become legendary among trick-or-treaters with individually wrapped Halloween Popcorn Balls that will separate you from the crowd. These popular, orange-colored Popcorn Balls are a staple of the season. Serves 30. SA3830B | $39.99

D | 30-COUNT ZOMBIE KETTLE CORN Great for trick-or-treaters, parties or for keeping the zombie hordes at bay, this gift box is packed with 30 single-serve bags of our very popular with the undead Zombie Kettle Corn. Serves 30. SA3830 | $39.99

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800.541.2676 15 Get the party started with our SPOOKY SNACKS

A | DAY OF THE DEAD POPCORN TINS new! Lively artwork and festive treats honor traditions and the spirit of the holiday. Choose 3-flavor tins filled with Butter, Cheese and Caramel popcorn, or 4-flavor tins packed with White Cheddar, Butter, Cheese and Caramel. 3.5-Gallon tins contain 56 cups. U D P078330 | 3.5-Gal 3-Flavor | $39.99 P078340 | 3.5-Gal 4-Flavor | $39.99

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C | DAY OF THE DEAD GRAND SAMPLER new! All souls will get a kick out of this sweet and savory mix. Our new Day of the Dead Sampler D | DAY OF THE DEAD GIFT BOX new! comes filled with Foil-Wrapped Milk Chocolates and 4 flavors of popcorn: No bones about it, you’ll remain top of mind with this mouth-watering selection and White Cheddar, Caramel, Jalapeño and Chocolate. Serves 2–4. keepsake box. Our new Day of the Dead skull-shaped gift box comes filled with Foil- C07865 | $22.99 Wrapped Milk Chocolates and 3 flavors of popcorn: Cheese, Caramel and Zombie Kettle Corn. Serves 2–4. U D Make it personal! N0781 | $32.99 See page 29 to add messages, photos and more.

16 Get free shipping on your order! See page 29 to join Passport®. B

B | HALLOWEEN POTIONS POPCORN TINS new! A CORN-coction of amazing delights is ready to spill out of this whimsical tin. Choose 3-flavor popcorn tins filled with Butter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, Butter, Cheese and Caramel. Lift your spirits with a great value! For just $5 more, our 3.5-gallon tins hold 56 cups—24 more cups of popcorn than our 32-cup 2-gallon tins. You’ll find our 6.5-Gallon tins with 104 cups of popcorn a completely spellbinding value. U D P077230 | 2-Gal 3-Flavor | $34.99 P077340 | 3.5-Gal 4-Flavor | $39.99 P077240 | 2-Gal 4-Flavor | $34.99 P077030 | 6.5-Gal 3-Flavor | $54.99 P077330 | 3.5-Gal 3-Flavor | $39.99 P077040 | 6.5-Gal 4-Flavor | $54.99

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E | HALLOWEEN POTIONS SNACK ASSORTMENT new! F | HALLOWEEN POTIONS GRAND SAMPLER new! Captivate hungry witches and wizards with wholesome, whole-grain popcorn and We’ve brewed up a special treat that’s perfect for sharing. The Halloween Potions Grand beguiling candy treats. The Halloween Potions Snack Assortment with 2-gallon tin Sampler box includes Candy Corn Gummies, 8 Ghost Butter Cookies and 3 flavors of comes with Jelly Belly® Orange & Black Jelly Beans, Ghost & Pumpkin Chocolate- popcorn: White Cheddar, Caramel and Halloween Kettle Corn. Serves 2–4. U D covered Rice Crispy Treats and 5 flavors of popcorn: Cheese, Caramel, Cracked C07765 | $32.99 Pepper & Sea Salt, Butter Toffee Almond Pretzel Mix and Halloween Kettle Corn. Serves 3–5. U D C07721 | $39.99

800.541.2676 17 SAY BOO! A A | SPOOKY SPIDER TOWER Add a gift tag for a personal touch. Don’t let the holiday creep up on you. This 5-tier tower of See page 29. Halloween favorites has got you covered! Treats include Jelly Belly® Monster Mash Mix, Milk Chocolate-covered Peanuts, 2 Milk Chocolate-covered Pretzels and 3 flavors of popcorn: Caramel, White Cheddar and Halloween Kettle Corn. Serves 1–2. T03205 | $34.99 B | SPOOKY SPIDER JUMBO POPCORN ASSORTMENT This jumbo assortment arrives packed with 7 flavors of popcorn: Cheese, Drizzled Caramel, Cracked Pepper & Sea Salt, Cranberry, Pumpkin Caramel Praline Crunch, Butter Toffee Almond Pretzel Mix and Halloween Kettle Corn. Serves 4–6. C03275 | $49.99

C | SPOOKY SPIDER SAMPLER Get tangled up in treats! Our Spooky Spider Sampler comes filled with Halloween Chocolates and 4 flavors of popcorn: Caramel, White Cheddar, Caramel Apple and Zombie Kettle Corn. Serves 2–4. C03265 | $32.99

D | SPOOKY SPIDER POPCORN TINS Scare away the snacking blues with these lively tins. Choose from 3-flavor tins filled with Butter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, Butter, Cheese and Caramel. Plus, this value will give you goosebumps! For just $5 more, our 3.5-gallon tins serves up 56 cups—24 more cups of popcorn than our 32-cup, 2-gallon tins. U D P026230 | 2-Gal 3-Flavor | $34.99 P026240 | 2-Gal 4-Flavor | $34.99 P026330 | 3.5-Gal 3-Flavor | $39.99 P026340 | 3.5-Gal 4-Flavor | $39.99

E | SPOOKY SPIDER SNACK ASSORTMENT Favorite haunts require most-requested snacks. The Spooky Spider 2-gallon Snack Assortment offers Jelly Belly® Orange & Black Jelly Beans, Ghost & Pumpkin Chocolate-covered Rice Crispy Treats and 5 flavors of popcorn: Cheese, Caramel, Cracked Pepper & Sea Salt, Butter Toffee Almond Pretzel Mix and Halloween Kettle Corn. Serves 3–5. C02622 | $39.99

F | WITCHES CAULDRON new! What’s brewing in the witch’s cauldron? A sweet green treat for all of her little pretties! Magic is made when we take our premium, all-natural popcorn and add a pinch of salt and a whole lot of crunchy sweetness. Is it a spell or does our green Kettle Corn help bring out the goodness in everyone? Serves 1-2. N030952 | $22.99

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Snacks that THRILL

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800.541.2676 19 Special treats for SPECIAL tricksters

TRICK OR TREES SAMPLER Branch out the snack repertoire with this Trick or Trees Sampler that includes 8 Ghost Butter Cookies and a combination of 4 classic and seasonal popcorn flavors: White Cheddar, Caramel Apple, Peanut Brittle and Halloween Kettle Corn. Serves 2–4. C3867 | $32.99

20 ThePopcornFactory.com FRIGHT NIGHT TIN ASSORTMENTS Three tin sizes provide a Halloween treat for popcorn lovers in just the right size. Choose 2, 3.5 or 6.5-gallon, 3-flavor tins filled with Butter, Cheese and Caramel, or a 3.5-gallon, 4-flavor tin loaded with White Cheddar, Butter, Cheese and Caramel popcorn. Want a hair-raising deal? For just $5 more, our 3.5-gallon tins serve up 56 cups of popcorn—24 more cups than our 32-cup, 2-gallon tins. The 6.5-gallon tins contain 104 cups. U D P24230 | 2-Gal 3-Flavor | $34.99 P24330 | 3.5-Gal 3-Flavor | $39.99 P24030 | 6.5-Gal 3-Flavor | $54.99

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B | FRIGHT NIGHT SAMPLER Fright Night is done right when there’s a little excitement in every bite. This sampler A | FRIGHT NIGHT 7-TIER TOWER comes filled with Milk Chocolate Malt Balls, 12 Ghost Butter Cookies, and 3 of our most Whether serving a skeleton crew or a gaggle of ghosts, this 7-Tier Tower provides a popular popcorn favorites: Butter, Cheese, and Caramel. Serves 1-2. medley of Halloween favorites and popcorn delights. The tower includes Candy Corn C2467 | $32.99 Taffy, Rainbow Sandwich Cookies, Pixies®, Confectioners’ Coated Chocolate Toffee Pretzels, Milk Chocolate Halloween Balls, Honey-roasted Peanuts, and 3 flavors of popcorn: Cheese, White Cheddar and Drizzled Caramel Corn. Tower serves 5-7. Make it personal! T2407 | $49.99 See page 29 to add messages, photos and more.

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GHOST STORIES POPCORN TINS Once upon a midnight dreary is nevermore with these snacks so cheery. Three tin sizes provide the perfect Halloween treat for popcorn lovers. Choose 3-flavor tins filled with customer-favorite popcorn flavors of Butter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, Butter, Cheese and Caramel. A true story of savings: For just $5 more, a 3.5-gallon tin holds 56 cups – 24 more cups of popcorn than our 32-cup, 2-gallon tins. U D P003230 | 2-Gal 3-Flavor | $34.99 P003330 | 3.5-Gal 3-Flavor | $39.99 P003240 | 2-Gal 4-Flavor | $34.99 P003340 | 3.5-Gal 4-Flavor | $39.99

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A | GHOST STORIES ZOMBIE KETTLE CORN The plot sweetens with this 2-gallon tin of our sweet and salty C gourmet Zombie Kettle Corn, all dressed to thrill in black, orange, green and purple. 32 cups. S00321H | $39.99

B | GHOST STORIES SNACK ASSORTMENT This tempting snack assortment tells the scrumptious tale of 4 flavors of gourmet popcorn and a mix of Halloween goodness. We pack the 2-gallon tin with Mellocreme Pumpkins, 6 Soft- baked Chocolate Chunk Cookies, Ghost Milk Chocolates and 4 flavors of popcorn: Cheese, White Cheddar, Caramel Apple and S’Mores. Serves 3–5. U D C00322 | $39.99

C | GHOST STORIES DELUXE SNACK ASSORTMENT Gather round the bonfire for spooky ghost stories and this mix of gourmet popcorn and captivating Halloween fun. This party-ready, 3.5-gallon tin features Milk Chocolate-, Dark Chocolate- and Yogurt-covered Cranberries, Ghost Milk Chocolates, 2 Orange Drizzle Caramel Chocolate Popcorn Balls, Candy Corn Taffy and 4 flavors of frightfully good popcorn: White Cheddar, Peanut Brittle, Chocolate and Drizzled Caramel Corn. Serves 4–6. C00331 | $44.99

A Foodie’s Delight

CARAMEL CHOCOLATE DIPPED POPCORN BALLS We elevated the fan favorite Popcorn Ball by forming our premium fresh-popped corn into spheres of yummy goodness, dipping them in gooey caramel and creamy milk chocolate, and then sealing the deal with a sweet orange drizzle glaze. Serves 4. DA1205 | $32.99

800.541.2676 23 FUN in the Making Carve out time for family fun and start new traditions with fun activities like our popcorn ball decorating kit. Share the hocus pocus by posting your pictures on Twitter, Pinterest, Facebook, or Instagram @thepopcornfactory.

A | HALLOWEEN POPCORN BALL DECORATING KIT

B The whole family will have fun creating scary and delicious treats with our Popcorn Ball Decorating Kit. It comes with everything you need to transform our popular Popcorn Balls into tasty things that go bump in the night: 8 Popcorn Balls, White Candy Writers, Tootsie Rolls®, Tootsie Roll Midgees®, Candy Corn, Licorice Bridge Mix, Mini Graham Crackers, Smarties® and Assorted Candy Eyes. We even throw in a bag of our secret-recipe Caramel Corn to munch on while you’re creating your culinary works of art. NA3312 | $29.99 B | MAKE-A-PUMPKIN-FACE SNACK ASSORTMENT TIN Turn that jack-o-lantern frown upside down. Or don’t. This charming 1.75-gallon tin is designed with a pumpkin background and comes with 31 different magnetic jack-o-lantern facial features, so you can “carve” a different funny, silly or spooky mug every day throughout October! The tin’s filled with Candy Corn Taffy, Pumpkin Milk Chocolates, Chocolate Chip Cookies and 3 flavors of kid-pleasing popcorn: Cheese, Caramel and Halloween Kettle Corn. Serves 2–4. C00110TM | Pumpkin Tin with Facial Feature Magnets | $34.99

24 Get free shipping on your order! See page 29 to join Passport®. pick one or two IT’S UP TO YOU! Do you crave all Butter? Are you wild about Cheese and Caramel? With our Pick-A-Fill Program, you can choose just one (or two) of our most popular popcorns, in 2-, 3.5- or 6.5-gallon “Happy Halloween” tins. We even offer sugar-free options in 2-gallon tins. And you can personalize your tin with a photo or message! U D

2-GALLON POPCORN TINS P030211 | Butter | $34.99 P030212 | Cheese | $34.99 P030213 | Caramel | $44.99 P0302212 | Butter & Cheese | $34.99 P0302213 | Butter & Caramel | $44.99 P0302223 | Cheese & Caramel | $44.99 P030230 | Butter, Cheese & Caramel | $34.99 P030240 | Butter, Cheese, White Cheddar & Caramel | $34.99

SUGAR-FREE 2-GALLON POPCORN TINS L030218 | Sugar-Free Caramel | $44.99 L0302218 | Butter & Sugar-Free Caramel | $44.99

3.5-GALLON POPCORN TINS P030311 | Butter | $39.99 P030312 | Cheese | $39.99 P030313 | Caramel | $49.99 P0303212 | Butter & Cheese | $39.99 P0303213 | Butter & Caramel | $49.99 P0303223 | Cheese & Caramel | $49.99 P030330 | Butter, Cheese & Caramel | $39.99 P030340 | Butter, Cheese, White Cheddar & Caramel | $39.99

6.5-GALLON POPCORN TINS P030011 | Butter | $54.99 P030012 | Cheese | $54.99 P030013 | Caramel | $64.99 P0300212 | Butter & Cheese | $54.99 P0300213 | Butter & Caramel | $64.99 P0300223 | Cheese & Caramel | $64.99

I’ve been placing orders with The Popcorn Factory for the last 5 years. My rep is awesome to work with and takes care “of all my requests. He ensures all orders always arrive on time. — Kerry D., Pennsylvania

” 800.541.2676 25 TREAT YOUR TASTE BUDS Order your favorite flavors of our premium popcorn (or try a new one) with these perfectly sized 10” canisters. Serves 2-3.

Almond Pecan Bacon Cheddar Buffalo Ranch Butter S3580A | $15.99 S3580BC | $12.99 S358017 | $10.99 S358011 | $10.99

Butter Toffee Caramel Happy Birthday Cheddar Toffee Caramel Crunch S3580833 | $15.99 S358013 | $15.99 Celebration Cornfetti S3580CTC | $18.99 S3580HB | $20.99

Cheese Cheesy Jalapeño Cornfusion Dark Chocolate S358012 | $10.99 S3580CJ | $12.99 S3580CF | $13.99 Cherry Cordial S3580DMC | $20.99

Drizzled Caramel Corn Kettle Mesquite BBQ Peanut Brittle S3580CD | $20.99 S3580KC | $15.99 S3580MB | $12.99 S3580PB | $15.99

Sea Salt Slim S’Mores Toffee Caramel & Sea Salt White Cheddar S3580SS | $10.99 S3580SM | $20.99 S358083TC | $15.99 S358014 | $10.99

26 ThePopcornFactory.com Savor the SEASON Premium popcorn in 10” Canisters, perfectly seasoned in celebratory fall flavors

PUMPKIN SPICE POPCORN Lovers of pumpkin pie rejoice in this medley of Caramel Corn with a dash of pumpkin spice. S3580465 | $15.99

ZOMBIE KETTLE CORN The perfect mix of salty and sweet on our premium, all-natural Kettle Corn breathes new life into Zombie snacking. S35806H | $15.99

PUMPKIN CARAMEL PRALINE CRUNCH Secret-recipe Caramel Corn gets a generous dose of pumpkin spice and a sprinkling of caramelized pecans. S3580P | $15.99

CRANBERRY POPCORN Cranberry tartness pairs up with our salty-sweet, premium Kettle Corn to deliver a punched-up crunch. S3580CB | $15.99

CARAMEL APPLE POPCORN Full-flavored apple slices are covered with cinnamon and brown sugar and tossed with our secret-recipe Caramel Corn. S3580247 | $15.99

SNACK OF THE MONTH CLUB Remind someone you’re thinking of them throughout the year by sending a different signature treat each month. Simply select the type of treat you want delivered: 1-gallon tin or a 5-in. canister filled with a different popcorn flavor each month. The fun and tasty treat will ship the first week of every month.

To join our Snack of the Month Club, go online to ThePopcornFactory.com/snack-of-the-month-popcorn-club to select the month you wish to start and the type of treat.

POPCORN LOVERS 1-GALLON POPCORN OF THE MONTH CLUB POPCORN 5-IN. SAMPLER OF THE MONTH MINI CLEAR CANISTERS

800.541.2676 27 SAY IT WITH DOTS POPCORN TINS new! Our Say It With Dots Popcorn Tins offer a choice of 3 or 4 yummy flavors. The 3-flavor tins come filled with Butter, Cheese and Caramel popcorn; White Cheddar is added to our 4-flavor Add FLAIR tins. 2-gallon tins contain 32 cups of popcorn. For only $5 more, our 3.5-gallon tins offer an extra 24 cups. 3.5-gallon tins contain to tasty care packages 56 cups and 6.5-gallon tins contain 104 cups. U D Plain Lids P072230 | 2-Gal 3-Flavor | $34.99 P072330 | 3.5-Gal 3-Flavor | $39.99 P072030 | 6.5-Gal 3-Flavor | $54.99 Happy Birthday Lids P072230HB | 2-Gal 3-Flavor | $34.99 P072330HB | 3.5-Gal 3-Flavor | $39.99 Thank You Lids P072230TY | 2-Gal 3-Flavor | $34.99 P072330TY | 3.5-Gal 3-Flavor | $39.99

Pick the message for your tin lid!

28 ThePopcornFactory.com ORDER INFORMATION Terms & Conditions | All prices are exclusive of applicable service and shipping charges and taxes. ® Items may vary and are subject to availability, delivery rules and times. Offers cannot be combined, are not available on all products and are subject to restrictions, limitations and blackout periods. Offers valid through 10/31/17. Prices and charges are subject to change without notice. Void where prohibited. ©2017 The Popcorn Factory, Inc. FREE Substitutions | On occasion we may need to make a substitution to your order due to weather or 2-day shipping product availability to ensure your gift arrives on time. Be assured that the item we substitute will be of equal or greater value than the item you ordered. Of course, our full guarantee always applies! Every effort Join Celebrations Passport® and enjoy FREE is made to ensure the accuracy of all information we provide. We reserve the right to correct inadvertent 2-Day Shipping and more exclusive benefits across or typographical errors. our family of brands including 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s®, Harry and David®, Privacy Policy | We occasionally make our customer list available to companies whose products or FruitBouquets.com®, The Popcorn Factory® and services might be of interest to you. If you have moved, or prefer not to receive our catalog, please email Wolferman’s®. us at [email protected], or call 800.842.0256. • FREE 2 Business Day Shipping We’re Kosher! | Our popcorn tins and select other products are kosher. • No Service Charge Look for the world’s most widely accepted kosher trademark, the U D, throughout the catalog. • No Minimum Order Size PAYMENT INFORMATION • Unlimited Deliveries Acceptable Credit/Debit Methods | MasterCard, Visa, American Express and Discover. Make check • And More! or money order payable to: The Popcorn Factory. learn more Sales Tax | We collect applicable state and local sales tax. Sales tax rates apply to your entire order Recycle Please Logo for Print (teXt) amount including shipping and handling. ThePopcornFactory.com/passport-popcornFollowing versions of the Recycle Please Logo should be used as instructed. VeRsion 1: BLue teXt (CMYK) VeRsion 3: BLACK teXt (grayscale) • Should be used on a light or white background • Should be used on a light or white background • Should NOT be used less than 15% of its • Should NOT be used less than 15% of its original size. original size. BUSINESS GIFTING INFORMATION Business Gift Services | Our corporate service representatives will gladly assist you in setting up a business gift program. We can create custom products, add your corporate logo or enclose your VeRsion 2: White teXt (CMYK) VeRsion 4: White teXt (grayscale) • Should be used on a dark background • Should be used on a dark background • Should NOT be used less than 15% of its • Should NOT be used less than 15% of its business/greeting cards for any occasion and any budget. Corporate billing is available upon credit original size. original size. approval. Please call 888.475.2676 8:30 am–5:00 pm CST, Monday–Friday. Order deadlines for Halloween Delivery DELIVERY INFORMATION For standard shipping charges: Your gift will arrive on or before the date selected. If you require your gift to arrive on a specific date, October 24 expedited delivery must be used to guarantee arrival on that date. Items may ship separately. Please check all addresses carefully; we cannot extend our guarantee to orders that were provided with Expedited shipping charges: incorrect addresses. October 26

Standard Ground Delivery | For delivery to the 48 contiguous states, please add shipping and handling charges per recipient, based on shipping chart below. Expedited Delivery Services Orders must be placed by 11am CST Shipping & Handling Charges Per Recipient In addition to the regular shipping charges, the Merchandise Amount Shipping & Handling Merchandise Amount Shipping & Handling following will apply: Under $20.00 $6.99 $60.01 to $75.00 $14.99 • 2-Day Delivery (1–2 Business Days): $9.99 per item $20.01 to $30.00 $9.99 $75.01 to $100.00 $16.99 • Overnight Delivery: $19.99 per item $30.01 to $40.00 $10.99 $100.01 to $125.00 $19.99 • Saturday Delivery: $24.99 per item $40.01 to $50.00 $11.99 $125.01 to $150.00 $21.99 • APO/FPO: no additional charges $50.01 to $60.00 $12.99 Over $150.00 15% of Total • Alaska/Hawaii: $7.99 per item • Canada: $12.99 per item Bulk Delivery | Bulk shipping rates apply to orders weighing more than 200 pounds and sent to the same • International Delivery: $29.99 per item location. Please call 888.475.2676 8:30 am–5:00 pm CST, Monday–Friday for further information.

give your gifts a Option 1: PHOTO LABEL Option 2: GIFT TAG Option 3: GREETING CARD PERSONAL TOUCH Option 1: PHOTO LABEL Option 2: GIFT TAG Option 3: GREETING CARD $5 EACH $5 EACH $4 EACH Look for this symbol throughout the Create a label with a photo, a personal Gift tags are perfect for towers and Include a fun seasonal greeting card with catalog. It indicates gifts that can be message or both! The label comes samplers. Personalize your gift tag with a your gift! You can write your own personal affixed to the tin lid. We have lots of photo, a cheerful message or both! For this message, up to 5 lines with 30 characters personalized. You can personalize labels to choose from this season: season, choose from these gift tag designs: each. Choose from these festive card designs: gifts with a photo, your own • Happy Halloween • Happy Halloween • Happy Halloween message or both! • Spooky Spider • Spooky Spider • Spooky Spider We make it easy. • Autumn • Autumn • Autumn • See website for more choices • See website for more choices • See website for more choices

800.541.2676 29 LOL! Luv the #Popcorn A

A | LAUGH OUT LOUD POPCORN TIN new! P ICYMI, popcorn is an all-time favorite snack, making it the perfect treat for events big and small – from #TBT to your BFF’s P071330 | 3.5-Gallon 3-Flavor | $39.99 b-day. Send a LOL tin with lots of XOXOs by choosing a 3-flavor tin filled with Butter, Cheese and Caramel popcorn. FYI, 3.5-gallon tins contain 56 cups of popcorn. U D BIG WISHES! Our popular Big Birthday collection

BIG BIRTHDAY POPCORN TINS An essential party staple for any birthday blowout! Our 3-flavor tins offer true classics: Butter, Cheese and Caramel popcorn. 2-gallon tins contain 32 cups of popcorn. For a shindig with savings, order a 3.5-gallon tin for just $5 more and get an extra 24 cups of popcorn (a total of 56 cups). 6.5-gallon tins contain 104 cups. U D P20230 | 2-Gal 3-Flavor | $34.99 P20330 | 3.5-Gal 3-Flavor | $39.99 P20030 | 6.5-Gal 3-Flavor | $54.99

30 ThePopcornFactory.com B

B | TPF RETRO POPCORN TINS new! A retro spin on a fresh snack fave! Our Retro Popcorn Tins are packed with either a trio of mouthwatering Butter, Cheese, and Caramel Popcorn in our 3-flavor tins, or a quartet of goodness with the addition of White Cheddar popcorn in our 4-flavor tins. 2-Gallon tins contain 32 cups of popcorn. Since a great value never goes out of style, buy a 3.5-gallon tin for only $5 more and get an extra 24 cups of popcorn! 3.5-Gallon tins contain 56 cups and our 6.5-Gallon tins contain 104 cups. U D P069230 | 2-Gal 3-Flavor | $34.99 P069340 | 3.5-Gal 4-Flavor | $39.99 P069240 | 2-Gal 4-Flavor | $34.99 P069030 | 6.5-Gal 3-Flavor | $54.99 P069330 | 3.5-Gal 3-Flavor | $39.99 P069040 | 6.5-Gal 4-Flavor | $54.99

C | TPF RETRO 3.5 GALLON POPCORN ASSORTMENT new! This assortment is jam-packed with a delicious variety of popcorn flavors – all in a keepsake 3.5-gallon tin. The tin is filled with 10 individually wrapped bags of our specialty popcorn flavors: Chocolate, Peanut Brittle, Jalapeño, Cocoa S’Mores, Sea Salt Slim, Butter, Cheese, Buffalo Ranch, Almond Pecan, and Kettle Corn. P06938 | $39.99

BIG MOVIE SCOOPS new! Enjoy the next box office blockbuster with the Big Movie Scoop Snack Assortment’s mix of sweet treats and gourmet popcorn. The plastic scoop gift box comes filled with 2 Pixies®, 2 Soft-baked Chocolate Chunk Cookies, Jelly Belly® Jelly Beans, Gummy Bears, Tootsie Roll Midgees®, Smarties and 3 flavors of popcorn: White Cheddar, S’Mores and Peanut Brittle. E Can’t pick a genre? Choose our Big Movie Scoop with Cornfusion™ popcorn, which blends our trio of beloved favorites: classic Butter, robust Cheese and secret-recipe Caramel Corn for an award-winning popcorn experience. Serves 2-4. D | NA06917 | Big Movie Scoop Snack Assortment | $35.99 E | NA06918 | Big Movie Scoop Cornfusion™ Popcorn 24oz | $35.99

Make it personal! See page 29 to add messages, photos and more.

800.541.2676 31 NEW HOLIDAY TRADITIONS All dressed up with classic plaid

Make it personal! See page 29 to add messages, photos and more.

32 Get free shipping on your order! See page 29 to join Passport®. “Happy Holidays” also available

MERRY CHRISTMAS PLAID 8-TIER TOWER & POPCORN TINS new! Joy overflows from this abundant 8-Tier Tower featuring a dramatic mix of plaid, holly-embossed green, and bold red wrapped boxes and fancy Tartan plaid tins. This scrumptious assortment contains Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Pixies®, Honey- roasted Peanuts, 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S’Mores, Holiday Kettle Corn, and a red tin filled with Drizzle Caramel popcorn. Plus, there’s more! A 2-gallon tin holds a variety of deluxe popcorn flavors: Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Toffee Caramel & Sea Salt, Cranberry, Peppermint Kettle Corn and Drizzle Butter Toffee Almond Pretzel Mix popcorn. A 3.5-gallon tin contains Butter, Cheese and Caramel popcorn. Tower and tins serves 12–14. T08410 | $179.99

800.541.2676 33 oh so delightful GIFTING

GOLD SNOWFLAKE 8-TIER TOWER & POPCORN TINS new! We’ve piled the treats high in this magnificent 8-Tier Tower & Tins. The tower includes Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Pixies®, Honey-roasted Peanuts, gold tin filled with Drizzle Caramel popcorn and 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S’Mores, Holiday Kettle Corn. Plus, there’s more! A 2-gallon tin holds a variety of deluxe popcorn flavors: Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Toffee Caramel & Sea Salt, Cranberry, Peppermint Kettle Corn and Drizzle Butter Toffee Almond Pretzel Mix popcorn. A 3.5-gallon tin contains Butter, Cheese and Caramel popcorn. Tower and tins serves 12–14. T08110 | 8-Tier Tower & Tins | $179.99

34 ThePopcornFactory.com A

A | SANTA’S BELT POPCORN TINS new! B The excitement builds as the 24th draws close. What better way to await the jolly elf than with a classic Christmas story and some popcorn! Our keepsake Santa’s Belt tin design is certain to evoke whimsical joy for many years to come. 3-flavor tins are filled with Butter, Cheese and Caramel. 4-flavor tins are loaded with Butter, Cheese, Caramel, and Holiday Kettle corn. 2-Gallon tin contains 32 cups of popcorn, 3.5-gallon tin contains 56 cups and 6.5-gallon tin contains 104 cups. P082230 | 2-Gal 3-Flavor | $34.99 P082330 | 3.5-Gal 3-Flavor | $39.99 P082340H | 3.5-Gal 4-Flavor | $49.99 P082030 | 6.5-Gal 3-Flavor | $54.99 P082040H | 6.5-Gal 4-Flavor | $64.99

B | NUTCRACKER POPCORN TINS new! Add some magic to holiday celebrations, before or after the clock strikes midnight. Collect all three Nutcracker Tins for a fanciful display or for protection from the Mouse King! Tins are filled with 3-flavors of popcorn: Butter, Cheese and Caramel. 2-Gallon tin contains 32 cups of popcorn, 3.5-gallon tin contains 56 cups and 6.5-gallon tin contains 104 cups. P085230 | 2-Gal Green Nutcracker Tin | $34.99 P085330 | 3.5-Gal Red Nutcracker Tin | $39.99 P085030 | 6.5-Gal Blue Nutcracker Tin | $54.99

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Join Celebrations Passport® and enjoy FREE 2-Day Shipping and more exclusive benefits across our family of brands including 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s®, Harry and David®, FruitBouquets.com®, The Popcorn Factory® and Wolferman’s®. • FREE 2 Business Day Shipping • No Service Charge • No Minimum Order Size • Unlimited Deliveries • And More! ThePopcornFactory.com/passport-popcorn

26 ThePopcornFactory.com Fall 2017 C2-01