POPCORN FACTORY FREE THE. LOOK INSIDE New Fall Entertainment ideas. 2-day shipping. GET FREE Shipping on your Order! See page 29

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1 THE POPCORN FCTORY P.O. ox 5041, Lake Forest, IL The Popcorn Factory, Inc. Current Resident or Customer Code Key Code PRSRT STD U.S. POSTGE PID The Popcorn Factory GET FREE Shipping on your Order! See page 29 THE POPCORN FCTORY ThePopcornFactory.com C 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, askets.com, Cheryl s, Harry and David, Fruitouquets.com, The Popcorn Factory and Wolferman s. FREE 2 usiness Day Shipping No Service Charge No Minimum Order Size Unlimited Deliveries nd More! ThePopcornFactory.com/passport-popcorn HPPY HLLOWEEN POPCORN TINS new! P Gal 3-Flavor $39.99 P Gal 3-Flavor $39.99 C P Gal 3-Flavor $39.99 See full Halloween collection inside. ON THE FRONT COVER New Fall into utumn Popcorn Tins (page 4). LOOK INSIDE New Fall Entertainment ideas 26 ThePopcornFactory.com Fall 2017 C

2 SPECIL TRETS for special gatherings FLL SPLENDOR TOWER SSORTMENT $69.99 Page 7 CRMEL CHOCOLTE DIPPED POPCORN LLS $32.99 Page 23 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. FLL INTO UTUMN POPCORN TINS NEW! new! ccent your table with the warm colors of autumn. We fill our 3-flavor tins with utter, Cheese and Caramel popcorn and 4-flavor tins with White Cheddar, utter, 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 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 SESONL 10 CNISTERS $15.99 Page 27 2 ThePopcornFactory.com

3 OUNTY of flavor FLL INTO UTUMN POPCORN TINS new! Cozy up to sweater weather and crisper days with the comfort of an all-time favorite snack. Celebrate the colorful splendor of autumn with 3-flavor tins filled with utter, Cheese and Caramel popcorn, or 4-flavor tins loaded with White Cheddar, utter, 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 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 C FLL SPLENDOR TIN POPCORN SSORTMENT For the popcorn lovers, we fill a 2-gallon tin with 8 flavors of popcorn: Caramel, White Cheddar, Cracked Pepper & Sea Salt, S Mores, utter Toffee Pretzel Mix, Caramel pple, Cranberry and Pumpkin Caramel Praline Crunch. Serves 4-6. C03121 $39.99 URGUNDY LEVES 5-TIER TOWER Great for friends and family, our 5-tier tower comes filled with Jelly elly utumn Mix, Candy Corn Taffy, Mini Confectioners Coated Pretzels, Pixies and 3 flavors of popcorn: White Cheddar, Cracked Pepper & Sea Salt and Pumpkin Caramel Praline Crunch. Serves 2-4. T03805 $39.99 C FLL SPLENDOR JUMO SMPLER With over 2 pounds of seasonal treats, this jumbo sampler is filled with Candy Corn Taffy, Pumpkin Spice Caramels, Pixies, Jelly elly utumn Mix and 5 flavors of popcorn: Cheese, Caramel, Cocoa S Mores, Cranberry and Pumpkin Caramel Praline Crunch. Serves 4-6. C03175 $49.99 Just want to thank you for always delivering such fresh, delicious popcorn. You are a favorite of the whole family. Darien C., Texas 4 Get free shipping on your order! See page 29 to join Passport. Get free shipping on your order! See page 29 to join Passport. 5

4 Harvest the GOODNESS but leave some for others! C D FLL SPLENDOR POPCORN TINS Popcorn is the ideal treat for all your fall occasions! Choose 3 or 4 flavors of crisp, delicious popcorn: utter, Cheese and Caramel for 3-flavor tins; White Cheddar, utter, 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 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 PUMPKIN CRMEL PRLINE CRUNCH GIFT TIN We fill our elegant silver tin with mouthfuls of our premium Pumpkin Caramel Praline Crunch popcorn. Perfect for lovers of sweet and crunchy, our fresh-picked kernels are popped in small individual kettle batches and then seasoned with a generous helping of pumpkin spice and caramelized pecans. Serves 2 4. S2021PCC $19.99 DELUXE UTUMN TIN PLNTER Our deluxe, reusable planter offers a delicious mix of popcorn and sweet treats. It comes filled with Chocolate Chip Cookies, Dark Chocolate Foil-wrapped Leaves, Mellowcreme Pumpkins, Chocolate Swirl Cocoa Mix and 5 flavors of popcorn: White Cheddar, Drizzled Caramel, Cracked Pepper & Sea Salt, Cranberry and Pumpkin Caramel Praline Crunch. Serves $59.99 C FLL SPLENDOR TOWER Great for sharing, our 7-tier tower comes with a host of seasonal treats. It includes Jelly elly utumn Mix, Natural Pistachios, Mellowcreme Pumpkins, Chocolate Chip Cookies, 4 Chocolate-covered Pretzels, 9 Pixies and 3 flavors of popcorn: Cheese, Cranberry and Pumpkin Spice. Serves 6 8. T03107 $69.99 D URGUNDY LEVES SMPLER Our delightful urgundy Leaves Sampler arrives filled with Mellowcreme Pumpkins, Double Twist Caramels and our 2 most popular popcorn flavors: Cheese and Caramel. Serves 1 2. C03865 $ ThePopcornFactory.com

5 Great gift ideas for GME DY NFL 3-GLLON POPCORN TINS Serious sports fans need smart snacking options. Our collection of officially licensed National Football League tins, filled with premium, grown in the US popcorn, announces both your team allegiance and sophisticated palette. Each 3-gallon tin comes generously filled with utter, Cheese and Caramel popcorn and features the team s logo and colors. 48 cups. U D P19330G Green ay Packers $44.99 P19330D 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 THE MN CN 3.5-GLLON 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: utter, Cheese and Caramel Popcorn. Filled with 56 cups of popcorn. Plenty to share...and plenty delicious! U D P $44.99 More sports, more teams. Find more on our website. ThePopcornFactory.com/sports-tins COLLEGITE 3-GLLON POPCORN TINS great gift for students and alumni, our collection of officially licensed Collegiate Popcorn Tins features school colors and logos. Each 3-gallon tin comes filled with our three signature popcorn flavors: utter, Cheese and Caramel. Fills 48 cups U D P16330OH The Ohio State University $44.99 P16330PU Purdue University $44.99 P16330CO University of Colorado $44.99 P16330GE University of Georgia $44.99 P16330IL University of Illinois $44.99 P16330MN University of Minnesota $44.99 P16330NE University of Nebraska $44.99 P16330V University of Virginia $44.99 P16330WI University of Wisconsin $ Get free shipping on your order! See page 29 to join Passport

6 Keep them on track with SNCK TO SCHOOL D E F C UP LL NIGHT POPCORN TIN Students often have to study into the wee hours. Our Up ll Night Popcorn Tin delivers delicious popcorn energy to fuel them through those late night study sessions. The 3.5-gallon tin comes filled with our 3 signature flavors: classic utter, scrumptious Cheese and secret-recipe Caramel Corn. 56 cups. U D P $39.99 UNIVERSITY OF SNCKS POPCORN TINS Take a hands-on approach to advanced studies in gourmet popcorn. This 2-gallon tin is packed with 32 cups of our best popcorn! The 3-flavor tins come packed with classic utter, scrumptious Cheese and secret-recipe Caramel Corn. For extra credit, we add White Cheddar to the 4-flavor tins. P Flavor Popcorn Tin $34.99 P Flavor Popcorn Tin $34.99 C CK TO SCHOOL FUN PIL Starting a new school year can be tough for little kids. Make it fun and delicious with our new ack to School Fun Pail. We fill the 1.2-gallon pail with Cheese and Caramel popcorn, Kiddie Mix Candies and a Soft-baked Chocolate Chunk Cookie. Serves 1 2. N0252S $24.99 Make it personal! See page 29 to add messages, photos and more. D UNIVERSITY OF SNCKS SSORTMENT It s hard to study on an empty stomach. Our University of Snacks Snack ssortment offers a gourmet mix of popcorn bliss and grade snacks perfect for providing fuel for those late-night study sessions. We fill the 2-gallon tin with Mini Pretzels, Sour Stars, Jelly elly Jelly eans, 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 SURVIVL KIT CLU This club delivers three whole months of fresh, premium popcorn! Month 1: Club members receive our 6.5-gallon Extreme Survival Kit Tin filled with utter, Cheese and Caramel Popcorn. Month 2: Club members receive a refill of all three delicious flavors. Month 3: nother refill of all three flavors. $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. K $74.99 F PPLE OX SMPLER charming, delicious gift for students to give to their teachers, our new apple-shaped sampler box comes filled with Cheese and Caramel Popcorn, 2 Soft-baked Chocolate Chunk Cookies and Fruit Sours. Serves 1. N7844 $ ThePopcornFactory.com

7 HPPY HLLOWEEN 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 HPPY HLLOWEEN 7-TIER TOWER & TIN medley of Halloween favorites and popcorn delights in this 7-Tier Tin & Tower makes gatherings extra festive. The tower includes Jelly elly Orange and lack Jelly eans; 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. 2-gallon tin contains 32 cups of our 3 signature popcorn flavors: utter, Cheese and Caramel. Tower serves 5-7. T Tier Tower & Tin $79.99 T Tier Tower Only $49.99 HPPY HLLOWEEN SNCK CRRIER 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. N $24.99 C HPPY HLLOWEEN SMPLER Perfect for sharing, our Halloween Party Sampler offers sweet and savory treats forhalloween. It comes filled with Candy Corn Gummies, 8 Ghost utter Cookies and 3 flavors of popcorn: Caramel, White Cheddar and Halloween Kettle Corn. Serves 2 4. C03465 $32.99 C Our deluxe flavor popcorns make an especially delicious treat. We start with grown-in-the-us 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. 12 ThePopcornFactory.com Get free shipping on your order! See page 29 to join Passport. 13

8 Enchanting SNCKS e 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-us kernels, fresh-popped and dressed to thrill with flavors that capture the spirit of the season. HUNTED HOUSE STCK 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 elly Monster Mash Mix, Mini Confectioners Coated Pretzels, 3 Pixies and 2 flavors of popcorn: Cheese and Zombie Kettle Corn. Serves 2 4. N0312H $39.99 HPPY HLLOWEEN SNCK SSORTMENT wickedly good variety of classic and specialty popcorn flavors make this a wonderful gift. Our Happy Halloween Snack ssortment packs a 2-gallon tin with Jelly elly 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 HLLOWEEN POPCORN LLS ecome legendary among trick-or-treaters with individually wrapped Halloween Popcorn alls that will separate you from the crowd. These popular, orange-colored Popcorn alls are a staple of the season. Serves 30. S3830 $39.99 C D D 30-COUNT ZOMIE 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. S3830 $ ThePopcornFactory.com

9 Get the party started with our SPOOKY SNCKS DY OF THE DED POPCORN TINS new! Lively artwork and festive treats honor traditions and the spirit of the holiday. Choose 3-flavor tins filled with utter, Cheese and Caramel popcorn, or 4-flavor tins packed with White Cheddar, utter, Cheese and Caramel. 3.5-Gallon tins contain 56 cups. U D P Gal 3-Flavor $39.99 P Gal 4-Flavor $39.99 HLLOWEEN POTIONS POPCORN TINS new! CORN-coction of amazing delights is ready to spill out of this whimsical tin. Choose 3-flavor popcorn tins filled with utter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, utter, 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 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 C D E F C DY OF THE DED GRND SMPLER new! ll souls will get a kick out of this sweet and savory mix. Our new Day of the Dead Sampler comes filled with Foil-Wrapped Milk Chocolates and 4 flavors of popcorn: White Cheddar, Caramel, Jalapeño and Chocolate. Serves 2 4. C07865 $22.99 Make it personal! See page 29 to add messages, photos and more. D DY OF THE DED GIFT OX new! No bones about it, you ll remain top of mind with this mouth-watering selection and keepsake box. Our new Day of the Dead skull-shaped gift box comes filled with Foil- Wrapped Milk Chocolates and 3 flavors of popcorn: Cheese, Caramel and Zombie Kettle Corn. Serves 2 4. U D N0781 $32.99 E HLLOWEEN POTIONS SNCK SSORTMENT new! Captivate hungry witches and wizards with wholesome, whole-grain popcorn and beguiling candy treats. The Halloween Potions Snack ssortment with 2-gallon tin comes with Jelly elly Orange & lack Jelly eans, Ghost & Pumpkin Chocolatecovered Rice Crispy Treats and 5 flavors of popcorn: Cheese, Caramel, Cracked Pepper & Sea Salt, utter Toffee lmond Pretzel Mix and Halloween Kettle Corn. Serves 3 5. U D C07721 $39.99 F HLLOWEEN POTIONS GRND SMPLER new! We ve brewed up a special treat that s perfect for sharing. The Halloween Potions Grand Sampler box includes Candy Corn Gummies, 8 Ghost utter Cookies and 3 flavors of popcorn: White Cheddar, Caramel and Halloween Kettle Corn. Serves 2 4. U D C07765 $ Get free shipping on your order! See page 29 to join Passport

10 SY OO! dd a gift tag for a personal touch. See page 29. SPOOKY SPIDER TOWER Don t let the holiday creep up on you. This 5-tier tower of Halloween favorites has got you covered! Treats include Jelly elly 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 SPOOKY SPIDER JUMO POPCORN SSORTMENT This jumbo assortment arrives packed with 7 flavors of popcorn: Cheese, Drizzled Caramel, Cracked Pepper & Sea Salt, Cranberry, Pumpkin Caramel Praline Crunch, utter Toffee lmond Pretzel Mix and Halloween Kettle Corn. Serves 4 6. C03275 $49.99 D Snacks that THRILL C SPOOKY SPIDER SMPLER Get tangled up in treats! Our Spooky Spider Sampler comes filled with Halloween Chocolates and 4 flavors of popcorn: Caramel, White Cheddar, Caramel pple 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 utter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, utter, 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 P Gal 3-Flavor $34.99 P Gal 4-Flavor $34.99 P Gal 3-Flavor $39.99 P Gal 4-Flavor $39.99 E SPOOKY SPIDER SNCK SSORTMENT Favorite haunts require most-requested snacks. The Spooky Spider 2-gallon Snack ssortment offers Jelly elly Orange & lack Jelly eans, Ghost & Pumpkin Chocolate-covered Rice Crispy Treats and 5 flavors of popcorn: Cheese, Caramel, Cracked Pepper & Sea Salt, utter Toffee lmond Pretzel Mix and Halloween Kettle Corn. Serves 3 5. C02622 $39.99 F WITCHES CULDRON new! What s brewing in the witch s cauldron? 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. N $22.99 C E F 18 ThePopcornFactory.com

11 Special treats for SPECIL tricksters FRIGHT NIGHT TIN SSORTMENTS 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 utter, Cheese and Caramel, or a 3.5-gallon, 4-flavor tin loaded with White Cheddar, utter, 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 P Gal 3-Flavor $34.99 P Gal 3-Flavor $39.99 P Gal 3-Flavor $54.99 TRICK OR TREES SMPLER ranch out the snack repertoire with this Trick or Trees Sampler that includes 8 Ghost utter Cookies and a combination of 4 classic and seasonal popcorn flavors: White Cheddar, Caramel pple, Peanut rittle and Halloween Kettle Corn. Serves 2 4. C3867 $32.99 FRIGHT NIGHT 7-TIER TOWER Whether serving a skeleton crew or a gaggle of ghosts, this 7-Tier Tower provides a medley of Halloween favorites and popcorn delights. The tower includes Candy Corn Taffy, Rainbow Sandwich Cookies, Pixies, Confectioners Coated Chocolate Toffee Pretzels, Milk Chocolate Halloween alls, Honey-roasted Peanuts, and 3 flavors of popcorn: Cheese, White Cheddar and Drizzled Caramel Corn. Tower serves 5-7. T2407 $49.99 FRIGHT NIGHT SMPLER Fright Night is done right when there s a little excitement in every bite. This sampler comes filled with Milk Chocolate Malt alls, 12 Ghost utter Cookies, and 3 of our most popular popcorn favorites: utter, Cheese, and Caramel. Serves 1-2. C2467 $32.99 Make it personal! See page 29 to add messages, photos and more. 20 ThePopcornFactory.com Get free shipping on your order! See page 29 to join Passport. 21

12 LIVELY Entertaining GHOST STORIES ZOMIE KETTLE CORN The plot sweetens with this 2-gallon tin of our sweet and salty gourmet Zombie Kettle Corn, all dressed to thrill in black, orange, green and purple. 32 cups. S00321H $39.99 C GHOST STORIES SNCK SSORTMENT 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 Softbaked Chocolate Chunk Cookies, Ghost Milk Chocolates and 4 flavors of popcorn: Cheese, White Cheddar, Caramel pple and S Mores. Serves 3 5. U D C00322 $39.99 C GHOST STORIES DELUXE SNCK SSORTMENT 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 alls, Candy Corn Taffy and 4 flavors of frightfully good popcorn: White Cheddar, Peanut rittle, Chocolate and Drizzled Caramel Corn. Serves 4 6. C00331 $44.99 Foodie s Delight 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 utter, Cheese and Caramel, or 4-flavor tins loaded with White Cheddar, utter, Cheese and Caramel. 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 P Gal 3-Flavor $34.99 P Gal 4-Flavor $34.99 P Gal 3-Flavor $39.99 P Gal 4-Flavor $39.99 CRMEL CHOCOLTE DIPPED POPCORN LLS We elevated the fan favorite Popcorn all 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. D1205 $ ThePopcornFactory.com

13 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 pick one or two IT S UP TO YOU! Do you crave all utter? re you wild about Cheese and Caramel? With our Pick--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. nd you can personalize your tin with a photo or message! U D 2-GLLON POPCORN TINS P utter $34.99 P Cheese $34.99 P Caramel $44.99 P utter & Cheese $34.99 P utter & Caramel $44.99 P Cheese & Caramel $44.99 P utter, Cheese & Caramel $34.99 P utter, Cheese, White Cheddar & Caramel $34.99 SUGR-FREE 2-GLLON POPCORN TINS L Sugar-Free Caramel $44.99 L utter & Sugar-Free Caramel $ Get free shipping on your order! See page 29 to join Passport. HLLOWEEN POPCORN LL DECORTING KIT The whole family will have fun creating scary and delicious treats with our Popcorn all Decorating Kit. It comes with everything you need to transform our popular Popcorn alls into tasty things that go bump in the night: 8 Popcorn alls, White Candy Writers, Tootsie Rolls, Tootsie Roll Midgees, Candy Corn, Licorice ridge Mix, Mini Graham Crackers, Smarties and ssorted 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. N3312 $29.99 MKE--PUMPKIN-FCE SNCK SSORTMENT 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 $ GLLON POPCORN TINS P utter $39.99 P Cheese $39.99 P Caramel $49.99 P utter & Cheese $39.99 P utter & Caramel $49.99 P Cheese & Caramel $49.99 P utter, Cheese & Caramel $39.99 P utter, Cheese, White Cheddar & Caramel $ GLLON POPCORN TINS P utter $54.99 P Cheese $54.99 P Caramel $64.99 P utter & Cheese $54.99 P utter & Caramel $64.99 P 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