Heat oven to 250°F. Spread popcorn in ungreased 15x10x1-inch baking pan. Sprinkle almonds over popcorn.
In large saucepan, combine brown sugar, butter, water, corn syrup and salt; mix well. Bring to a boil over medium heat. Boil 2 minutes, stirring constantly.
Remove saucepan from heat. Stir in baking soda until well mixed. Immediately pour mixture over popcorn and almonds; toss until coated.
Bake at 250°F. for 15 minutes. Stir; bake an additional 15 minutes. Stir; bake 5 minutes. Immediately spread on foil or waxed paper. Cool 30 minutes before serving.