Your Holiday Shopping All Wrapped up! Shop Now, Ship Later Go to ThePopcornFactory.com & pick the perfect delivery date!

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1 Your Holiday Shopping All Wrapped up! Shop Now, Ship Later Go to ThePopcornFactory.com & pick the perfect delivery date!

2 NEW HOLIDAY TRADITIONS All Dressed up with Classic Plaid Visit Us Online to Shop Our Full Selection of Holiday Tins and Snacks! 2 ThePopcornFactory.com

3 Happy Holidays also available Share the love [of popcorn!] Celebrate the goodness of the season by finding the perfect gift for everyone on your list. Spread goodwill and good cheer with premium, distinctively seasoned popcorn gifts from The Popcorn Factory. 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 serves T08410 Merry Christmas 8-Tier Tower & Popcorn Tins $ T08310 Happy Holidays 8-Tier Tower & Popcorn Tins $ T08317 Happy Holidays Plaid 7-Tier Tower $89.99 P Merry Christmas 2-Gal Butter, Cheese & Caramel $34.99 P Happy Holidays 2-Gal Butter, Cheese & Caramel $

4 NEW! Our Holiday Collection Now Includes Holiday Kettle Corn! MERRY CHRISTMAS AND HAPPY HOLIDAYS PLAID POPCORN TINS new! An assortment of popular flavors, various sizes, and a customized season greeting make it easy to find the right size snack for everyone on your list. Our festive tins are decked in plaid and filled with classic favorites of popcorn plus Holiday Kettle Corn Gallon tins contain 28 cups of popcorn, 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 MERRY CHRISTMAS POPCORN TINS P Gal Butter, Cheese & Caramel $34.99 P084240H 2-Gal Butter, Cheese, Caramel & Holiday Kettle $39.99 P Gal Butter $29.99 P Gal Cheese $29.99 P Gal Caramel $34.99 P Gal Butter & Cheese $34.99 P Gal Butter & Caramel $39.99 P Gal Cheese & Caramel $39.99 P Gal Butter, Cheese & Caramel $39.99 P084340H 3.5-Gal Butter, Cheese, Caramel & Holiday Kettle $49.99 P Gal Butter, Cheese & Caramel $54.99 P084040H 6.5-Gal Butter, Cheese, Caramel & Holiday Kettle $ ThePopcornFactory.com

5 A SEASON OF GIVING The Spirit of Sharing HAPPY HOLIDAYS POPCORN TINS P Gal Butter, Cheese & Caramel $34.99 P083240H 2-Gal Butter, Cheese, Caramel & Holiday Kettle $39.99 P Gal Butter, Cheese & Caramel $39.99 P083340H 3.5-Gal Butter, Cheese, Caramel & Holiday Kettle $49.99 P Gal Butter, Cheese & Caramel $54.99 P083040H 6.5-Gal Butter, Cheese, Caramel & Holiday Kettle $64.99 Print a Custom Logo or Message on the Tin Lid Send memorable best wishes by ordering a customized message on the lid. We can print your family photo,company logo, family name or custom message. See page 23 to get started. Get free shipping on your order! See page 21 to join Passport. 5

6 6 ThePopcornFactory.com A

7 A MERRY CHRISTMAS PLAID TIN ULTIMATE SNACK ASSORTMENT new! Our 6.5-Gallon Tin is packed liked Santa s sleigh with treats of White Star Pretzels with Red & Green Nonpareils, Milk Chocolate Popcorn Bites, Raspberryfilled Galettes, Milk Chocolate Malt Balls, Red & Green Gummy Stars, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts and a variety of popcorn: Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Cranberry, Drizzled Butter Toffee Almond Pretzel Corn and DOUBLE heapings of Butter, Cheese and Caramel popcorn. Serves C08401 $79.99 B C B MERRY CHRISTMAS PLAID TIN GRAND SNACK ASSORTMENT new! Glad tidings you ll bring with this wonderfully pleasing 2-gallon tin of goodies! This assortment includes White Star Pretzels with Red & Green Nonpareils, Soft-bake Chocolate Chunk Cookies, Honey-roasted Peanuts and 4 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn, and Toffee Caramel & Sea Salt. Serves 4-6. U D C08421 $39.99 C MERRY CHRISTMAS PLAID TIN PREMIUM SNACK ASSORTMENT new! Send good cheer that will last beyond the season with 3.5-gallon tin filled with sweet treats of White Star Pretzels with Red & Green Nonpareils, Milk Chocolate Malt Balls, Soft bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts and 8 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn, Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, and Holiday Kettle Corn. Serves C08431 $59.99 Visit Us Online to Shop Our Full Selection of Holiday Tins and Snacks!

8 A Personalize your gift! see page 23 B C 8 ThePopcornFactory.com

9 AN ELEGANT DISPLAY of Sumptuous Snacks D A HAPPY HOLIDAYS PLAID ULTIMATE SNACK GIFT BOXnew! All dressed up in tartan plaid, this gift box elegantly presents White Star Pretzels with Red & Green Nonpariels, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 6 flavors of popcorn: Butter, Cheese, Caramel, S Mores, Holiday Kettle Corn, and Peppermint Kettle Corn. Serves 4 6 C $49.99 B HAPPY HOLIDAYS PLAID GRAND SNACK GIFT BOXnew! Kick off the festivities with a sampling of White Star Pretzels with Red & Green Nonpariels, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Covered Cherries, and 3 flavors of popcorn: Butter, Cheese and Caramel. Serves 2 3. C $29.99 C HAPPY HOLIDAYS PETITE SNACK GIFT BOX new! Brighten someone s day with greetings of the season. There s a sampling of White Star Pretzels with Red & Green Nonpariels, and 4 popcorn flavors to munch on: Butter, Cheese, Caramel and Peppermint Kettle Corn. Serves 1 2. U D C $24.99 D HAPPY HOLIDAYS PLAID 7-TIER TOWER new! Dramatic mix of plaid, holly-embossed green, and bold red boxes and tin create a stunning display of scrumptious treats. This delightful assortment contains Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn, and red tin filled with Drizzled Caramel Corn. Tower Serves T08317 Happy Holidays Plaid 7-Tier Tower $89.99 Get free shipping on your order! See page 21 to join Passport. 9

10 MERRY CHRISTMAS & HAPPY HOLIDAYS PLAID DELUXE POPCORN TINS new! Indulge in decadent Double Cheddar, Dark Chocolate & Sea Salt and Drizzled Caramel popcorn flavors. Our premium popcorn is freshly popped, then dressed up with the finest ingredients to please even the most discriminating popcorn connoisseur on your list. Three sizes make gifting easy. 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 Merry Christmas Plaid Deluxe P Gal $59.99 P Gal $79.99 P Gal $99.99 Happy Holidays Plaid Deluxe P Gal $59.99 P Gal $79.99 P Gal $99.99 Treat others to especially delicious deluxe popcorn. We start with grown-in-the-usa kernels, picked fresh and popped in small batches. Everyone s favorite snack is then embellished with finest-quality toppings, drizzles and coatings that deliver amazing flavor and crunch in every bite. 10 ThePopcornFactory.com

11 A B C Create a cozy village scene with our set of 12 shown here. A SNOWMAN CANISTER STACK Melt hearts with our happy snowman, packed with guilt-free Sea Salt Slim popcorn plus festive S Mores and Peppermint Kettle Corn. Serves 2-3. U D SA6603 $24.99 Visit Us Online to Shop Our Full Selection of Holiday Tins and Snacks! B SANTA CANISTER STACK Look who s made it to town! Everyone s favorite guy is filled with everyone s favorite snack: White Cheddar, Peppermint Kettle Corn and Toasted Coconut popcorn. Serves 2-3. U D SA6612 $24.99 C WINTER VILLAGE TREAT BOXES Adorable village boxes brighten tabletops, buffets and mantles. A set of 4 winter scene houses Happy Holidays, Santa s Cabin, Toy Shop and Sweet Shop holds our premium flavor S Mores, Dark Chocolate Cherry Cordial, Holiday Cookie and Cranberry popcorn. Set of 4 serves 4. Set of 12 equals 12 servings. U D NA8804 Set of 4 Village Treat Boxes $19.99 NA8812 Set of 12 Village Treat Boxes $

12 BRILLIANT Gift Ideas BEST SELLER! Our 3-way popcorn tin filled with butter, cheese & caramel! 12 ThePopcornFactory.com

13 GOLD SNOWFLAKE POPCORN TINS new! Popcorn pairs perfectly with Christmas movie nights, present wrapping, buffet tables, hostess appreciation and thank you gifts. An assortment of popular flavor options and tins make it easy to find the right size for everyone on your list. Our popular tins are packed with classic flavors, plus festive Holiday Kettle Corn Gallon tins contain 28 cups of popcorn, 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 P Gal Butter, Cheese & Caramel $24.99 P Gal Butter, Cheese & Caramel $34.99 P Gal Butter, Cheese & Caramel $39.99 P081040H 6.5-Gal Butter, Cheese, Caramel, Holiday Kettle Corn $

14 A STACKS OF GOOD CHEER B A GOLD SNOWFLAKE 5-TIER TOWER new! Bask in the glow of holiday lights and the graceful display of our Gold Snowflake tower. The tower includes Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, and 2 flavors of popcorn: Cheese and Caramel. Tower serves 4 5. T08105 $49.99 B GOLD SNOWFLAKE 6-TIER TOWER & TIN new! There s party fare aplenty in this tower and tin combination. The tower includes Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, and 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn. A 2-gallon tin comes filled with Butter, Cheese and Caramel popcorn (32 cups). Tower serves 5 6. T08107 $99.99 C GOLD SNOWFLAKE 8-TIER TOWER & TINS new! Feeding a workshop of elves or entertaining a crowd? This striking tower spreads holiday cheer with an array of Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Pixies, Honeyroasted Peanuts, 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores, Holiday Kettle Corn, and a gold 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 Corn. A 3.5-gallon tin contains Butter, Cheese and Caramel popcorn. Tower serve T08110 $ % Smile Guarantee At The Popcorn Factory, we strive to create the best experience for you and your recipient. If you are not completely satisfied, let us know. We will make it right! 14 ThePopcornFactory.com

15 C Print a Personalized Tag Send memorable best wishes by ordering a customized message on a tag, label or greeting card. We can print your company logo, company or family name or custom message. See page 23 for more information

16 A 16 ThePopcornFactory.com

17 A GOLD SNOWFLAKE ULTIMATE SNACK ASSORTMENTnew! The twinkling of lights, the glistening of gold, the crunching of corn. This abundant 6.5-gallon tin adds to the magic of the season with special treats of Milk Chocolate Popcorn Bites, Raspberry-filled Galettes, White Gourmet Pretzels, Milk Chocolate Malt Balls, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 12 flavors of popcorn: Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Cranberry, Drizzled Butter Toffee Almond Pretzel corn and DOUBLE heapings of Butter, Cheese and Caramel popcorn. Serves C08101 $79.99 B B GOLD SNOWFLAKE PREMIUM SNACK ASSORTMENT new! Sharing is easy with a 3.5-gallon tin assortment of treats that include White Chocolate Gourmet Pretzels, Chocolate Malt Balls, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 8 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel, Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, and Holiday Kettle Corn. Serves C08131 $59.99 C GOLD SNOWFLAKE GRAND SNACK ASSORTMENT new! Spread warmth on chilly winter nights with 2-gallon tin filled with a sweet combination of Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 4 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel corn, and Toffee Caramel & Sea Salt. Serves 4 6. U D C08121 $39.99 C Get free shipping on your order! See page 21 to join Passport. 17

18 A A GOLD SNOWFLAKE 7-TIER TOWER new! Like shapes of snowflakes, you ll experience a different taste sensation in every bite of this 7-Tier Tower. Enjoy Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn and gold tin filled with Drizzled Caramel Corn. Serves T08108 $89.99 B GOLD SNOWFLAKE ULTIMATE SNACK GIFT BOX new! The forecast calls for accumulating gratitude with this bountiful display of amazing treats. The Ultimate Snack Gift Box includes Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 6 flavors of popcorn: Butter, Cheese, Caramel, S Mores, Red & Green Holiday Kettle Corn and Peppermint Kettle Corn. Serves 4-5. C $49.99 D GOLD SNOWFLAKE PETITE SNACK GIFT BOX new! Here s a sweet way to show appreciation to a teacher, delivery driver, service technician or office colleague. The Petite Snack Gift Box includes Milk Chocolate Popcorn Bites and 4 flavors of popcorn: Butter, Cheese, Caramel and Peppermint Kettle Corn. Serves 1-2. U D C $24.99 C GOLD SNOWFLAKE SNACK GIFT BOX new! Moments are made more special with the thoughtful snacks packed in this gift box. Softbake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 3 flavors of popcorn Butter, Cheese and Caramel Corn will serve 2 to 3 delighted recipients. C $29.99 Personalized Touch Tis the season to tell them how much you care. To add a personal message, photo label or tag, see page ThePopcornFactory.com

19 B Personalize your gift! see page 23 C D

20 GOLD SNOWFLAKE DELUXE POPCORN TINS new! A special mix of Double Cheddar, Dark Chocolate Sea Salt and Drizzled Caramel popcorn flavors creates a gift with extra flair. We start with our premium, grown-in-the-usa corn and then mix it with the finest ingredients to create flavor profiles certain to delight even the most discerning popcorn connoisseurs. 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 P Gal Deluxe $59.99 P Gal Deluxe $79.99 P Gal Deluxe $99.99 When it comes to gifting, details matter. And The Popcorn Factory takes care of every last one. From harvesting premium, grown-in-the-usa kernels that are small-batch popped and tossed with mouth-watering seasonings, to providing personalized services to ensure you select a wonderfully delicious gift for everyone on your list. We make sharing the goodness of popcorn easy and fun! 20 ThePopcornFactory.com

21 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 1/31/18. Prices and charges are subject to change without notice. Void where prohibited The Popcorn Factory, Inc. Substitutions On occasion we may need to make a substitution to your order due to weather or 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 is made to ensure the accuracy of all information we provide. We reserve the right to correct inadvertent or typographical errors. Privacy Policy We occasionally make our customer list available to companies whose products or services might be of interest to you. If you have moved, or prefer not to receive our catalog, please us at service@thepopcornfactory.com, or call We re Kosher! Our popcorn tins and select other products are kosher. Look for the world s most widely accepted kosher trademark, the U D, throughout the catalog. PAYMENT INFORMATION Acceptable Credit/Debit Methods MasterCard, Visa, American Express and Discover. Make check or money order payable to: The Popcorn Factory. Sales Tax We collect applicable state and local sales tax. Sales tax rates apply to your entire order amount including shipping and handling. 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 business/greeting cards for any occasion and any budget. Corporate billing is available upon credit approval. Please call :30 am 5:00 pm CST, Monday Friday. DELIVERY INFORMATION Your gift will arrive on or before the date selected. If you require your gift to arrive on a specific date, 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 incorrect addresses. Standard Ground Delivery For delivery to the 48 contiguous states, please add shipping and handling charges per recipient, based on shipping chart below. Shipping & Handling Charges Per Recipient Shipping & Handling Charges Per Recipient Merchandise Amount Shipping & Handling Merchandise Amount Under $20.00 $6.99 $20.01 to $30.00 $9.99 $30.01 to $40.00 $10.99 $40.01 to $50.00 $11.99 $50.01 to $60.00 $12.99 Shipping & Handling $60.01 to $75.00 $14.99 $75.01 to $ $16.99 $ to $ $19.99 $ to $ $21.99 Over $ % of Total Bulk Delivery Bulk shipping rates apply to orders weighing more than 200 pounds and sent to the same location. Please call :30 am 5:00 pm CST, Monday Friday for further information. FREE 2-day shipping Join Celebrations Passport and enjoy FREE 2-Day Shipping and more exclusive benefits across our family of brands including Flowers.com, 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! learn more ThePopcornFactory.com/passport-popcorn Order deadlines for Christmas Delivery For standard shipping charges: December 18 Expedited shipping charges: December 20 Expedited Delivery Services Orders must be placed by 11am CST In addition to the regular shipping charges, the following will apply: 2-Day Delivery (1 2 Business Days): $9.99 per item Overnight Delivery: $19.99 per item Saturday Delivery: $24.99 per item APO/FPO: no additional charges Alaska/Hawaii: $7.99 per item Canada: $12.99 per item International Delivery: $29.99 per item WE MAKE DELIVERING SMILES EASY ACROSS OUR FAMILY OF BRANDS: $1 = 1 point Earn points for every dollar spent with Celebrations Rewards FREE Shipping Unlimited 2-day shipping with Celebrations Passport Gift Reminders Remember all your important dates with Celebrations Reminders SM GWYN Gifts When You Need: Your Personal Gift Concierge

22 HOW TO CUSTOMIZE YOUR GIFT Select an item in your favorite design or in a solid color shown below: Blue Your Logo Here Silver Red Gold White Blue Your Logo Here Choose a lid color shown below: Silver Red Gold White Call our Business Gift Services team at or your account manager directly to place your custom order for tins, lids or ribbons. They are ready to help! PLEASE NOTE Minimum order quantity of 48 lids or tins per size. Your artwork must be received and proof approved before your order can be processed. Custom tins, lids and ribbon require 21 working days to produce. Additional charges may apply, see right. For holiday delivery, orders need to be received by November 15, ADDITIONAL CHARGES $100 set-up fee per color $100 one-time screen charge per color $2.50 printing charge for each tin per color $1.50 printing charge for each lid, up to 2 colors can be screened per color if after November 15, consider our personalized Labels, Gift Tags and Greeting Cards shown on pg ThePopcornFactory.com

23 Make your Brand POP with CORPORATE GIFTS! Make a lasting impression with tasty treats from The Popcorn Factory. Build your brand and business relationships with personalized gifts for customers, employees, special meetings, tradeshows, events and more. Call us to discuss the options. We can tailor gifts according to your business, customers, budget, branding and more! Add your company logo or message to your gift and keep your name front and center! Enjoy personalized service. We make sending orders large or small effortless. Various tin and assortment selections make groups of all sizes happy. Send a gift once a year or set up quarterly or monthly programs to reward employees and welcome new customers. We are a Kosher certified facility and we proudly carry the widest recognized Kosher trademark, U D, on our tins. 100% Satisfaction Guaranteed. Take advantage of Volume Discounts. Complete your corporate holiday gifting today! To speak with a Business Gift Services representative, call toll free from 8:30 am 5:00 pm CST, Monday Friday. Order 24/7 online or download an order form to fax at Corporate.ThePopcornFactory.com Send an order by fax Save 5% to 20% with volume discounts. Discounts begin at $500 and are based on total merchandise purchase on a per order basis. Enter promo code at checkout. Merchandise Amount You Save Use Promo Code $500 to $ % V5 $1000 to $ % V10 $2500 to $ % V15 $5000 or more 20% V20 To Get Started call toll free or visit us at Corporate.ThePopcornFactory.com give your gifts a Option 1: PHOTO LABEL Option 2: GIFT TAG Option 3: GREETING CARD PERSONAL TOUCH Look for this symbol throughout the catalog. It indicates gifts that can be personalized. You can personalize gifts with a photo, your own message or both! We make it easy. Option 1: PHOTO LABEL $5 EACH Create a label with a photo, a personal message or both! The label comes affixed to the tin lid. We have lots of labels to choose from this season: Red Red Stitch Gold Silver See website for more choices Option 2: GIFT TAG $5 EACH Gift tags are perfect for towers and samplers. Personalize your gift tag with a photo, a cheerful message or both! For this season, choose from these gift tag designs: Red Red Stitch Gold Silver See website for more choices Option 3: GREETING CARD $4 EACH Include a fun seasonal greeting card with your gift! You can write your own personal message, up to 5 lines with 30 characters each. Choose from these festive card designs: Red Red Stitch Gold Silver See website for more choices

24 MELT THEIR HEARTS with delights so divine WINTER WONDERLAND POPCORN TINS new! Walkin in a Winter Wonderland? You ll find these Popcorn Tins a beautiful sight upon your return. 3-flavor tins are filled with Butter, Cheese and Caramel popcorn. 4-flavor tins feature Butter, Cheese, Caramel, and festive Holiday Kettle 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 P Gal 3-Flavor $34.99 P086240H 2-Gal 4-Flavor $39.99 P Gal 3-Flavor $39.99 P086340H 3.5-Gal 4-Flavor $49.99 P Gal 3-Flavor $54.99 P086040H 6.5-Gal 4-Flavor $64.99 Visit Us Online to Shop Our Full Selection of Holiday Tins and Snacks! 24 ThePopcornFactory.com

25 5 TOWER AND TOWER A A WINTER WONDERLAND 5-TIER TOWER & TIN new! Celebrate the wonders of the season with a tower assortment of Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, Cheese popcorn and Caramel popcorn. A 2-gallon tin is filled with 32 cups of yummy Butter, Cheese and Caramel popcorn. Tower serves 4 5. T08606 $79.99 B B HOLIDAY BUTTER COOKIES Dress up platters with these 36 hand-decorated, crispy butter cookies covered with sugar icing and decorated in a festive holiday assortment: snowmen, holiday tree and mittens. Hand packed and presented in an elegant red gift box. U D MA6636 $34.99 We ve been giving gifts from your company for over 25 years. Almost everyone we send popcorn to ends up becoming a good customer, too. WE LOVE THE POPCORN FACTORY!! Barbara R., Michigan Get free shipping on your order! See page 21 to join Passport. 25

26 WARM WISHES APLENTY with this Stockpile of Delightful Treats A B 26 ThePopcornFactory.com

27 WINTER WONDERLAND 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, red tin of Drizzle Caramel Popcorn and 6 additional flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn. Plus, a 2-gallon tin with Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Toffee Caramel & Sea Salt, Cranberry, Peppermint Kettle Corn, and Drizzle Butter Toffee Almond Pretzel Corn. A 3.5-gallon tin is filled with Butter, Cheese and Caramel popcorn. Tower serves T08610 $ A WINTER WONDERLAND PETITE SNACK GIFT BOX new! Check your list twice. Our Petite Snack Gift Box is the perfect way to share the merriment of the season with Milk Chocolate Popcorn Bites and 4 flavors of popcorn: Butter, Cheese, Caramel, and Peppermint Kettle Corn. Serves 1 2. U D C $24.99 C B WINTER WONDERLAND SNACK GIFT BOX new! Enjoy the spirit of giving by passing around this scrumptious sampler that includes Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 3 flavors of popcorn Butter, Cheese and Caramel Corn. Serves 2-3. C $29.99 C WINTER WONDERLAND ULTIMATE SNACK GIFT BOX new! Whether playing reindeer games or decking the halls, this Ultimate Snack Gift Box keeps busy elves motivated and cheery! Box includes Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 6 flavors of popcorn: Butter, Cheese, Caramel, S Mores, Holiday Kettle Corn and Peppermint Kettle Corn. Serves 4-6. C $

28 A A WINTER WONDERLAND TIN ULTIMATE SNACK ASSORTMENT new! Make the spirit of the holidays last throughout winter with this delightful 6.5-gallon tin loaded with a yummy assortment of treats. The tin includes Milk Chocolate Popcorn Bites, Raspberry-filled Galettes, White Gourmet Pretzels, Milk Chocolate Malt Balls, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 12 flavors of popcorn: Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Cranberry, Drizzled Butter Toffee Almond Pretzel Corn and DOUBLE heapings of Butter, Cheese and Caramel popcorn. Serves C08601 $79.99 B WINTER WONDERLAND TIN PREMIUM SNACK ASSORTMENT new! Tasty treats await in this 3.5-gallon tin filled with White Chocolate Gourmet Pretzels, Chocolate Malt Balls, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 8 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn, Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, and Holiday Kettle Corn. Serves C08631 $59.99 C WINTER WONDERLAND TIN GRAND SNACK ASSORTMENT new! Take the stress out of shopping with this assortment of goodies, specially prepared for those on your nice list. This 2-gallon tin includes Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 4 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn, and Toffee Caramel & Sea Salt. Serves 4-6. U D C08621 $39.99 B C 28 Get free shipping on your order! See page 21 to join Passport.

29 D Personalize your gift! see page 23 D WINTER WONDERLAND 6-TIER TOWER & TIN new! Wow the crowd at holiday get-togethers with this Winter Wonderland gathering of goodies. The tower includes Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, and 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn. Plus, a 2-gallon tin filled with Butter, Cheese and Caramel popcorn. Towers Serves 5-6. T08607 $

30 NUTCRACKER TINS Direct from the Land of Sweets 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. P Gal Green Nutcracker Tin $34.99 P Gal Red Nutcracker Tin $39.99 P Gal Blue Nutcracker Tin $ ThePopcornFactory.com

31 A NUTCRACKER TIN ULTIMATE SNACK ASSORTMENT new! Have the treats of your dreams at the ready for the magical stories and memories shared by families and friends this season. Our 6.5-gallon Blue Nutcracker Tin is overflowing with treats of White Star Pretzels with Red & Green Nonpareils, Milk Chocolate Popcorn Bites, Raspberry-filled Galettes, Milk Chocolate Malt Balls, Red & Green Gummy Stars, Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and a variety of popcorn: Toffee Caramel & Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores, Holiday Kettle Corn, Peanut Brittle, Dark Chocolate & Sea Salt, Cranberry, Drizzled Butter Toffee Almond Pretzel Corn and DOUBLE heapings of Butter, Cheese and Caramel popcorn. Serves C08501 $79.99 A B NUTCRACKER TIN PREMIUM SNACK ASSORTMENT new! Let this variety of flavors leap across your palette. Our Nutcracker fairies have filled this 3.5-gallon Red Nutcracker Tin with a lovely ensemble of delectable treats. Share the goodness of White Star Pretzels with Red & Green Nonpareils, Milk Chocolate Malt Balls, Soft bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts and 8 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Mix, Toffee Caramel Sea Salt, Cracked Pepper & Sea Salt, Peppermint Kettle Corn, S Mores and Holiday Kettle Corn. Serves C08531 $59.99 C NUTCRACKER TIN GRAND SNACK ASSORTMENT new! Recipients will waltz with delight after enjoying this sampling of goodies! Our 2-gallon Green Nutcracker Tin includes White Star Pretzels with Red & Green Nonpareils, Soft-bake Chocolate Chunk Cookies, Honey-roasted Peanuts and 4 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn and Toffee Caramel & Sea Salt. Serves 4-6. U D C08521 $39.99 B C

32 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: 5-in canister or 1-gallon tin filled with a different popcorn flavor each month, or a snack sampler assortment. 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. Go online for delivery options. A 12 MONTH 5-INCH CANISTER $10 PER MONTH* K45512OC OCT K45512NV NOV K45512DE DEC K JAN K FEB K MAR K APR K MAY *ENTER FSCLUB FOR FREE SHIPPING U D K JUN K JUL K AUG K SEPT POPCORN LOVERS 1-GALLON POPCORN OF THE MONTH CLUB SNACK SAMPLER OF THE MONTH 12 MONTH 1-GALLON TIN $20 PER MONTH* K1G1210 OCT K1G1211 NOV K1G1212 DEC K1G12JA JAN *ENTER FSCLUB FOR FREE SHIPPING K1G12FE FEB K1G12MA MAR K1G12AP APR K1G12MY MAY K1G12JN JUN K1G12JY JUL K1G12AU AUG K1G12SE SEPT 12 MONTH SNACK SAMPLER U D U D $20 PER MONTH* K412OC OCT K412NV NOV K412DE DEC K41201 JAN K41202 FEB K41203 MAR K41204 APR K41205 MAY *ENTER FSCLUB FOR FREE SHIPPING K41206 JUN K41207 JUL K41208 AUG K41209 SEPT 32 Get free shipping on your order! See page 21 to join Passport.

33 LOL! Luv the #Popcorn 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 b-day. Send a LOL tin with lots of XOXOs and filled with Butter, Cheese and Caramel popcorn. 3.5-gallon tin contains 56 cups of popcorn. U D P $39.99 PARTY ESSENTIALS! 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. 4-flavor tins add White Cheddar to this festive mix. 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 P Gal 3-Flavor $34.99 P Gal 3-Flavor $39.99 P Gal 3-Flavor $54.99 Visit Us Online For More Birthday Gift Ideas

34 Personalize your gift! see page 23 SIMPLY RED POPCORN TINS In 1, 2, or 3 flavor options, including a guilt-free Sugar-free Caramel corn in 2-gallon sizes, these bright red tins bestow wishes of good cheer. 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 P08211 Butter $24.99 P08212 Cheese $24.99 P08213 Caramel $29.99 L08218 Sugar-free Caramel $29.99 P Butter & Cheese $ GALLON P Butter & Caramel $34.99 L Butter & Sugar-free Caramel $34.99 P Cheese & Caramel $34.99 P08230 Butter, Cheese & Caramel $ ThePopcornFactory.com

35 BOLD, RED, bursting with goodness! The Popcorn Factory has been our favorite holiday treat for close to 13 years! Not only have we loved the popcorn year after year, so have our hundreds of clients who anticipate its arrival! Hampton Health, CA 3.5-GALLON 6.5-GALLON P08311 Butter $29.99 P08312 Cheese $29.99 P08313 Caramel $34.99 P Butter & Cheese $34.99 P Butter & Caramel $39.99 P Cheese & Caramel $39.99 P08330 Butter, Cheese & Caramel $39.99 P08011 Butter $44.99 P08012 Cheese $44.99 P08013 Caramel $49.99 P Butter & Cheese $44.99 P Butter & Caramel $49.99 P Cheese & Caramel $49.99 P08030 Butter, Cheese & Caramel $

36 SIMPLY RED ULTIMATE SNACK GIFT BOX There s nothing like the splendid surprise of spectacular treats in simple boxes. We ve filled this gift box with Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 6 flavors of popcorn: Butter, Cheese, Caramel, S Mores, Holiday Kettle Corn and Peppermint Kettle Corn. Serves 4 6. C $49.99 A A SIMPLY RED TIN GRAND SNACK ASSORTMENT Find a myriad of treats inside our bold red 2-gallon tin. This combination includes Soft-bake Chocolate Chunk Cookies, Milk Chocolate Pretzels, Honey-roasted Peanuts, and 4 flavors of popcorn: Butter, Cheese, Drizzled Butter Toffee Almond Pretzel Corn, and Toffee Caramel & Sea Salt. Serves 4 6. U D C00821 $39.99 B SIMPLY RED SNACK GIFT BOX Good things await in this simple, elegant package. Soft-bake Chocolate Chunk Cookies, Milk Chocolate Popcorn Bites, Milk Chocolate Covered Cherries, and 3 flavors of popcorn Butter, Cheese and Caramel will serve 2-3. C $29.99 C SIMPLY RED 5-TIER TOWER Simple red packages feature sophisticated snacks in the 5-Tier Tower. The tower includes Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, and 2 flavors of popcorn: Cheese and Caramel. Tower serves 4-5. T0805 $49.99 They ll treasure your gift even more when you personalize a tin or tower with photo label, gift tag or greeting card. See page ThePopcornFactory.com

37 B C Get free shipping on your order! See page 21 to join Passport. 37

38 HOLIDAY CHALKBOARD BASKET This metal basket features rope handles and a chalkboard band for adding your own personal message. The bucket comes filled with individually wrapped Snowman Cookies, Holiday Gummies and a trio of popcorn favorites: Cheese, Caramel and S Mores. Serves 5 7. U D B $79.99 HOLIDAY POPCORN BALLS Our very popular Holiday Popcorn Balls make a festive and delicious group gift. We fill our 2-handled Simply Red gift box with 30 of our mouthwatering popcorn balls: 15 red and 15 green. U D SA0830PB $34.99 SIMPLY RED CASHEW QUARTET Simply the perfect holiday gift for nut lovers, we fill the Simply Red tin with four delectable cashew favorites: Roasted-salted Cashews, Milk Chocolate-covered Cashews, Dark Chocolate-covered Cashews and White Yogurt-covered Cashews. Serves 3 5. U D GA0804 $ ThePopcornFactory.com

39 Take it home for the holidays! Kit comes in Santa s Workshop carrier! POPCORN BALL DECORATING KIT Kick off the reindeer games with our Christmas Popcorn Ball Decorating Kit. We provide all the fixings you need to start a fun, new tradition. The kit includes 8 Popcorn Balls, Candy Eyes, Mini Grahams, Tootsie Roll Midgees, Holiday Taffy, Mini Marshmallows, Licorice Bridge Mix, Mini Pearl Candy and 2 Candy Writing Tubes. Share your creative designs on Twitter, Pinterest, Instagram or Facebook. NA7009 $

40 A HO, HO, Wholesome Goodness! 40 ThePopcornFactory.com

41 B A SANTA S BELT POPCORN TINS new! 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 tins contain 32 cups of popcorn, 3.5-gallon tins contain 56 cups, and 6.5-gallon tins contain 104 cups. U D P Gal 3-Flavor $34.99 P Gal 3-Flavor $39.99 P082340H 3.5-Gal 4-Flavor $49.99 P Gal 3-Flavor $54.99 P082040H 6.5-Gal 4-Flavor $64.99 B SANTA S BELT 6-TIER TOWER new! Only good things come from the guy who wears a black belt and a suit of red! Like this tower filled with Milk Chocolate Popcorn Bites, Butter Pecan Cookies, Milk Chocolate Covered Cherries, Peppermint Sandwich Cookies, Honey-roasted Peanuts, and 6 flavors of popcorn: Butter, Cheese, Caramel, Cracked Pepper & Sea Salt, S Mores and Holiday Kettle Corn. Tower serves 4 6. T Tier Tower $69.99 Get free shipping on your order! See page 21 to join Passport. 41

42 TREAT YOUR TASTE BUDS Try new flavors or order your favorites with these perfectly sized 10 canisters. Serves 2-3. Cheesy Jalapeño S3580CJ $12.99 Happy Birthday Celebration Cornfetti S3580HB $20.99 Buffalo Ranch S $10.99 Cornfusion S3580CF $13.99 White Cheddar S $10.99 Butter S $10.99 Bacon Cheddar S3580BC $12.99 Almond Pecan S3580A $15.99 Cheese S oz $10.99 Caramel S $15.99 S Mores S3580SM $20.99 Peanut Brittle S3580PB $15.99 Butter Toffee S $15.99 Kettle S3580KC $15.99 Dark Chocolate Cherry Cordial S3580DMC $20.99 Mesquite BBQ S3580MB $12.99 Cheddar Toffee Caramel Crunch S3580CTC $18.99 Drizzled Caramel Corn S3580CD $20.99 Sea Salt Slim S3580SS $10.99 Toffee Caramel & Sea Salt S358083TC $ ThePopcornFactory.com

43 A B C FESTIVE FLAVORS Make the season bright with our seasonal 10 canisters A S3580HKC Holiday Kettle Corn Canister $15.99 B S3580WCP Peppermint Bark Canister $20.99 C S3580H Holiday Cookie Canister $20.99 U D Visit Our Online Flavor Guide THE POPCORN FACTORY OFFERS DOZENS OF LUSCIOUS POPCORNS, INCLUDING seasonal and premium artisanal flavors. Get flavor profiles and shop by flavor at ThePopcornFactory.com/flavorguide

44 THE POPCORN FACTORY P.O. Box 5043, Lake Forest, IL The Popcorn Factory, Inc. PRSRT STD U.S. POSTAGE PAID The Popcorn Factory Current Resident or Customer Code Key Code ThePopcornFactory.com FREE 2-day shipping Join Celebrations Passport and enjoy FREE 2-Day Shipping and more exclusive benefits across our family of brands including Flowers.com, Baskets.com, Cheryl s, FruitBouquets.com, Harry and David, 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 Order deadlines for Christmas Delivery For standard shipping charges: December 18 Expedited shipping charges: December 20 SCAN HERE TO SHOP OUR mobile website. FALL INTO AUTUMN POPCORN TINS new! Celebrate the colorful 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 2 ThePopcornFactory.com P Gal 3-Flavor $34.99 P Gal 4-Flavor $34.99 P Gal 3-Flavor $39.99 P Gal 4-Flavor $39.99 P Gal 3-Flavor $54.99 P Gal 4-Flavor $54.99 ON THE FRONT COVER Gold Snowflake Popcorn Tin see page 12 Oct 17 C4-01

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