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

GET FREE Shipping on your Order! See page 29 THE POPCORN FACTORY LOOK INSIDE New Fall Entertainment ideas 800.541.2676 27

SPECIAL TREATS for special gatherings A 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 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 SEASONAL 10 CANISTERS $15.99 Page 27 800.541.2676 3

BOUNTY of flavor 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 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 4 Get free shipping on your order! See page 29 to join Passport.

A B C A FALL SPLENDOR TIN POPCORN ASSORTMENT For the popcorn lovers, we fill a 2-gallon tin with 8 flavors of popcorn: Caramel, White Cheddar, Cracked Pepper & Sea Salt, S Mores, Butter Toffee Pretzel Mix, Caramel Apple, Cranberry and Pumpkin Caramel Praline Crunch. Serves 4-6. C03121 $39.99 B BURGUNDY LEAVES 5-TIER TOWER Great for friends and family, our 5-tier tower comes filled with Jelly Belly Autumn 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 FALL SPLENDOR JUMBO SAMPLER With over 2 pounds of seasonal treats, this jumbo sampler is filled with Candy Corn Taffy, Pumpkin Spice Caramels, Pixies, Jelly Belly Autumn 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 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 P031240 2-Gal 4-Flavor $34.99 P031330 3.5-Gal 3-Flavor $39.99 P031340 3.5-Gal 4-Flavor $39.99 P031030 6.5-Gal 3-Flavor $54.99 P031040 6.5-Gal 4-Flavor $54.99 6 ThePopcornFactory.com

A B C D A PUMPKIN CARAMEL PRALINE 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. SA2021PCC $19.99 B DELUXE AUTUMN TIN PLANTER 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 4 6. B01059 $59.99 C FALL SPLENDOR TOWER Great for sharing, our 7-tier tower comes with a host of seasonal treats. It includes Jelly Belly Autumn 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 BURGUNDY LEAVES SAMPLER Our delightful Burgundy Leaves Sampler arrives filled with Mellowcreme Pumpkins, Double Twist Caramels and our 2 most popular popcorn flavors: Cheese and Caramel. Serves 1 2. C03865 $22.99 800.541.2676 7

Great gift ideas for GAME DAY A A NFL 3-GALLON POPCORN TINS Serious sports fans need smart snacking options. Our collection of officially licensed 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 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 8 Get free shipping on your order! See page 29 to join Passport.

COLLEGIATE 3-GALLON POPCORN TINS A 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: Butter, 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 P16330VA University of Virginia $44.99 P16330WI University of Wisconsin $44.99 800.541.2676 9

Keep them on track with SNACK TO SCHOOL A B C A UP ALL NIGHT POPCORN TIN Students often have to study into the wee hours. Our Up All 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 Butter, scrumptious Cheese and secret-recipe Caramel Corn. 56 cups. U D P006330 $39.99 B UNIVERSITY OF SNACKS 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 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 C BACK TO SCHOOL FUN PAIL Starting a new school year can be tough for little kids. Make it fun and delicious with our new Back 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. 10 ThePopcornFactory.com

D E F 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 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 Butter, Cheese and Caramel Popcorn. Month 2: Club members receive a refill of all three delicious flavors. 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 F APPLE BOX SAMPLER A 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. NA7844 $19.99 800.541.2676 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. 12 ThePopcornFactory.com

A 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 B C Get free shipping on your order! See page 29 to join Passport. 13

A 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 14 ThePopcornFactory.com

B C D 800.541.2676 15

Get the party started with our SPOOKY SNACKS A 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 C D 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 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 DAY OF THE DEAD GIFT BOX 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 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 P077240 2-Gal 4-Flavor $34.99 P077330 3.5-Gal 3-Flavor $39.99 P077340 3.5-Gal 4-Flavor $39.99 P077030 6.5-Gal 3-Flavor $54.99 P077040 6.5-Gal 4-Flavor $54.99 E F E HALLOWEEN POTIONS SNACK ASSORTMENT new! Captivate hungry witches and wizards with wholesome, whole-grain popcorn and beguiling candy treats. The Halloween Potions Snack Assortment with 2-gallon tin comes with Jelly Belly Orange & Black Jelly Beans, Ghost & Pumpkin Chocolatecovered 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. U D C07721 $39.99 F HALLOWEEN POTIONS GRAND SAMPLER 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 Butter Cookies and 3 flavors of popcorn: White Cheddar, Caramel and Halloween Kettle Corn. Serves 2 4. U D C07765 $32.99 800.541.2676 17

A SAY BOO! Add a gift tag for a personal touch. See page 29. A 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 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 B C 18 ThePopcornFactory.com

D Snacks that THRILL E F 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 A B A 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 Balls, Honey-roasted Peanuts, and 3 flavors of popcorn: Cheese, White Cheddar and Drizzled Caramel Corn. Tower serves 5-7. T2407 $49.99 B FRIGHT NIGHT SAMPLER Fright Night is done right when there s a little excitement in every bite. This sampler comes filled with Milk Chocolate Malt Balls, 12 Ghost Butter Cookies, and 3 of our most popular popcorn favorites: Butter, Cheese, and Caramel. Serves 1-2. C2467 $32.99 Make it personal! See page 29 to add messages, photos and more. Get free shipping on your order! See page 29 to join Passport. 21

LIVELY Entertaining 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 P003240 2-Gal 4-Flavor $34.99 P003330 3.5-Gal 3-Flavor $39.99 P003340 3.5-Gal 4-Flavor $39.99 22 ThePopcornFactory.com

A B A GHOST STORIES ZOMBIE 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 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 Softbaked 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 B A HALLOWEEN POPCORN BALL DECORATING KIT 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 S3580A $15.99 Bacon Cheddar S3580BC $12.99 Buffalo Ranch S358017 $10.99 Butter S358011 $10.99 Butter Toffee S3580833 $15.99 Caramel S358013 $15.99 Happy Birthday Celebration Cornfetti S3580HB $20.99 Cheddar Toffee Caramel Crunch S3580CTC $18.99 Cheese S358012 $10.99 Cheesy Jalapeño S3580CJ $12.99 Cornfusion S3580CF $13.99 Dark Chocolate Cherry Cordial S3580DMC $20.99 Drizzled Caramel Corn S3580CD $20.99 Kettle S3580KC $15.99 Mesquite BBQ S3580MB $12.99 Peanut Brittle S3580PB $15.99 Sea Salt Slim S3580SS $10.99 S Mores S3580SM $20.99 Toffee Caramel & Sea Salt S358083TC $15.99 White Cheddar 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 12 MONTH 1-GALLON TIN $20 PER MONTH* 12 MONTH 5-INCH CANISTER $10 PER MONTH* K1G1209 SEPT K1G1210 OCT K1G1211 NOV K1G1212 DEC K1G12JA JAN K1G12FE FEB K1G12MA MAR K1G12AP APR *ENTER FSCLUB FOR FREE SHIPPING K1G12MY MAY K1G12JN JUN K1G12JY JUL K1G12AU AUG K445512SE SEPT K45512OC OCT K45512NV NOV K45512DE DEC K4551201 JAN K4551202 FEB K4551203 MAR K4551204 APR *ENTER FSCLUB FOR FREE SHIPPING K4551205 MAY K4551206 JUN K4551207 JUL K4551208 AUG 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 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 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 Add FLAIR to tasty care packages 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. 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 email us at service@thepopcornfactory.com, or call 800.842.0256. 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 888.475.2676 8:30 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 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 $100.00 $16.99 $100.01 to $125.00 $19.99 $125.01 to $150.00 $21.99 Over $150.00 15% of Total Bulk Delivery Bulk shipping rates apply to orders weighing more than 200 pounds and sent to the same location. Please call 888.475.2676 8:30 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 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! learn more ThePopcornFactory.com/passport-popcorn Order deadlines for Halloween Delivery For standard shipping charges: October 24 Expedited shipping charges: October 26 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 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: Happy Halloween Spooky Spider Autumn 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: Happy Halloween Spooky Spider Autumn 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: Happy Halloween Spooky Spider Autumn 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 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 P071330 3.5-Gallon 3-Flavor $39.99 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 C 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 P069240 2-Gal 4-Flavor $34.99 P069330 3.5-Gal 3-Flavor $39.99 P069340 3.5-Gal 4-Flavor $39.99 P069030 6.5-Gal 3-Flavor $54.99 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. 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 E D 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, Honeyroasted 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! 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 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 Shop our complete Holiday collection online! 800.541.2676 35

THE POPCORN FACTORY P.O. Box 5041, Lake Forest, IL 60045-5041 2017 The Popcorn Factory, Inc. PRSRT STD U.S. POSTAGE PAID The Popcorn Factory Current Resident or Customer Code Key Code ThePopcornFactory.com 800.541.2676 C A FREE 2-day shipping 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 B HAPPY HALLOWEEN POPCORN TINS new! A P078330 3.5-Gal 3-Flavor $39.99 B P030330 3.5-Gal 3-Flavor $39.99 C P077330 3.5-Gal 3-Flavor $39.99 See full Halloween collection inside. ON THE FRONT COVER New Fall into Autumn Popcorn Tins (page 4). 26 ThePopcornFactory.com Fall 2017 C2-01