SecProbe.io

March 27, 2014

Mr. Michael Keown
President and Chief Executive Officer
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502

Re: Farmer Bros. Co.
 Form  10-K for the Fiscal Year ended June 30, 2013
Filed October 9, 2013
File No. 001 -34249

Dear Mr. Keown :

We have reviewed your filing an d have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response.   If you
do not believe our comments apply t o your facts and circumstances or do not believe an amendment
is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response
to these  comments, we may have  additional comment s.

Form 10 -K for the Fiscal Year ended June 30 , 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Results of Operations, page 27

1. We note you have disclosures on pages 28 and 30 referencing the increase in revenues that
you report for both 2013 and 2012.  However, these do not indicate the extent to which
increases in revenue are attributable to changes  in prices , changes in  volume s sold, or to the
introduction of new products or services, as would be required to comply with Item
303(a)(3)(iii) of Regulation S -K.  Please disclose  this required information.

2. We note that you identify risk factors pertaining to  the price and availability of green coffee
on pages 5 and 6, and have begun accounting for derivatives utilized to manage some of this
risk as hedges, while increasing the length of the future periods covered by these
instruments, as described on page 27.   We also note that while you discuss change in the
cost of green coffee and indicate increases in revenue may be attributable to changes in

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 2

 volumes sold on page 28, you have not disclosed the volumes of any of commodities
purchas ed, processed or sold duri ng any of the periods covered by your report, nor your
manufacturing and processing capacities  or the extent to which your facilities are utilized.

We believe that more comprehensive disclosure is necessary to comply with Item 303 of
Regulation S -K.  The guidance in FRC §501.12.b.1  (including footnote 5 ), emphasizes the
importance of disclosing key indicators of financial condition and performance, including
non-financial variables such as units or volume produced and sold and manufacturing p lant
capacity and utilization.  A principal objective of MD&A is to provide  context or a frame of
reference that allows readers to understand the effects of material changes, events, trends
and uncertainties  on the quality and potential variability of earnings a nd cash flows.  The
guidance in FRC §501.12.b.3 emphasizes the importance of addressing the indicative value
of your reported financial information  in these respects.   Please expand your disclosure to
include relevant information about the volumes of commo dities that are correlated with your
sales each period, the extent to which you have limited risk to future variations in price with
derivatives and other contracts, also addressing capacities and the extent of utilization.

3. You have disclosure in the last  paragraph on page 27, referencing losses recognized for
derivatives that are not accounted for as hedges, and stating that such losses "...are expected
to be offset by future derivative gains as the coffee market changes, recovered through
operating incom e as a result of the lower cost of goods assigned to the related coffee, or
recovered from customers for whom contracts were purchased for their accounts."

We believe that you should have a reasonable basis for the expectations that you disclose.
Tell us  how you are able to support your view on each point pertaining to the offset or
recovery of loss recognized on your derivatives, and the key assumptions that you have
made in formulating this view.  For example, explain how your knowledge of commodity
futures at the time of making this disclosure correlates with your derivative positions at the
time, address the elasticity of product prices relative to costs of the commodities, and
describe your arrangements with customers that would require them to endure  losses on
derivatives you hold on their behalf.  Please supplement your explanation on these various
points with the details necessary to understand all salient aspects of your arrangements to
purchase commodity contracts on behalf of customers.

Also c larify the extent to which these arrangements have been utilized during each period,
and the effects of accounting for these instruments in your financial statements.  If any of
these contracts are also part of your hedge accounting, please explain your ba sis.

Contractual Obligations, page 32

4. Please expand your disclosure to clarify the extent to which the purchase commitments
listed in your table exclude commitments under your various contracts to acquire
commodities, including contracts that you consider to be for normal purchases and contracts
that are accounted for as derivatives.  Please quantify your exposure under any such

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 3

 arrangements and explain the features that you believe appropriately distinguish them from
those reflected in your table.

Quantitative and Qualitative Disclosures about Market Risk, page 33

5. We note that you provide sensitivity disclosure for coffee -related derivative instruments
designated as hedges.  Please expand your disclosure to encompass all market risk sensitive
instruments, including contracts not designated as hedges and those you co nsider to be for
normal purchases to comply with Item 305(a)(1) of Regulation S -K.  Also describe any
material limitations that cause your disclosures to not fully reflect your market risk
exposure, provide comparative market risk disclosure for the prior year, and address any
material changes in exposure between periods to comply with Items 305(a)(2) and (3) .

Financial Statements

Note 1  - Summary of Significant Accounting Policies, page 42

Organization

6. We note your disclosure indicating you have no more than one reportable operating
segment, although on page 1 you describe a range of products among 3,500 SKU's,
represented generally by the categories of coffee, tea and culinary products.  We see similar
information on your website and note your partial disaggregation of inve ntory in Note 8 on
page 63, includes brewing equipment.  We understand from your disclosure on page 1 that
sales of  roasted coffee products represent about 50% of your total sales , and that products in
other categories comprise the balance.  Given the fore going, it appears that you should
disclose revenues for each product and service, or each group of similar products and
services, to comply with FASB ASC 280 -10-50-40.  As explained in FASB ASC 280 -10-
50-38, this information is required if not otherwise di sclosed with your reportable operating
segment information.  Please submit the revisions that you propose to address this concern;
and to the extent you would group products where similarity is not readily apparent, as
would appear to be the case, for exam ple, for non -coffee products with coffee, non -tea
products with tea, or spices with other products in your culinary group, also submit the
underlying numerical information that would be combined and explain your rationale.

Principles of Consolidation

7. We note that you have identified two subsidiaries consolidated in your financial statements,
although these do not include Coffee Bean International, Inc.,  which appears to also be a
subsidiary of yours, based on disclosure on page 1.  You have risk factor di sclosure on page
13, and litigation disclosure on pages 15 and 85, indicating you are conducting business
through this subsidiary that may involve non -compliance with certain requirements for
labeling products that include acrylamide, and that you are unab le to predict the outcome or
estimate a range of reasonably possible loss.  Please expand your disclosure under this

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 4

 heading to clarify your relationship with Coffee Bean International, Inc., and modify your
exhibit 21 as necessary to comply with Item 601( b)(21) of Regulation S -K.

Please  modify your litigation related disclosures to clarify your position with respe ct to the
allegation, indicat e the extent to which the substance is contained in your various products,
and whether this necessary aris es in processing or may be eliminated or reduced with your
initiative.  Given your disclosure describing the range and nature of penalties that  are
possible, including material adverse effect on your results of operations, you should also
clarify the extent of your eff orts to comply with the labeling  require ment.

Note 3 - Derivative Instruments, page 59

8. We understand from your disclosure under this heading, and your corresponding policy note
on page 42, that you were applying h edge accounting for 89% of your commodity
derivatives as of June 30, 2013 .  You also indicate that you have contracts that are not
accounted for as derivatives because they qualify as normal purchases.  However, the extent
to which your anticipated future needs are covered by these various types of contracts has
not been disclosed.  Please submit a schedule that summarizes your positions in t hese
instruments , relative to your requirements for each future period , also showing correlation
with your historical purchase activity; and clarifying the extent to which quantities to be
acquired under derivatives being accounted for as hedges are incremental to quantities to be
acquired under contacts that you believe qua lify as normal purchases.  Please include the
analysis that you performed under FASB ASC 815 -10-15-22 through 29, in determining that
contracts to acquire commodities that are not accounted for as derivatives qualified as
normal purchases, also identify  and contrast  the distinguishing characteristics of such
contracts with each of type of contract utilized in you r hedging program.

Note 8  - Inventories, page 63

9. We note that present values for both processed and unprocessed inventory as it relates to
three product categories, including coffee, tea/culinary, and brewing equipment.  However,
we do not see disclosure about the nature of cost elements reflected in these amounts, under
this heading or in your policy note on page 44, as would be required to c omply with Rule 5 -
02.6 of Regulation S -X.  Under this guidance you would also need to disclose amounts for
major classes of inventory, such as finished goods, work in process, raw materials, and
supplies.  Tell us why you believe your current disclosure, i ncluding amounts described as
unprocessed brewing equipment, achieves the objective of this requirement and submit any
revisions that your propose to alleviate these concerns.

Note 5  - Fair Value Measurements, page 61

10. We note the statement that you value  Level 2 assets and liabilities, including derivatives,
using model -based valuation techniques.  We also note that a key input to derivative or
option pricing models is volatility.  Tell us how you determined that the model -based

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 5

 valuation technique used to value your derivative assets and liabilities is Level 2 as opposed
to Level 3 in the fair value hierarchy.  Please note that under FASB ASC 820 -10-35-37 the
level in the fair value hierarchy should be determined based upon the lowest level input that
is significant to the fair value measurement in its entirety.  We also refer you to FASB ASC
820-10-55-22 which indicates  that a Level 3 input would include historical volatility.  If you
are unable to support the Level 2 category , provide a reconciliation of the beginning and
ending balances of your Level 3 investments  to comply with FASB ASC 820 -10-50-2(c).

We urge all persons who are responsible for the accurac y and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are in
possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible f or the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff co mments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact  Joseph Klinko  at (202) 551 -3824  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3686
with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief