SecProbe.io

May 16, 2014

Via E -mail
Mr. Michael H. 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
Response Letter dated April 10, 2014
File No.  001-34249

Dear  Mr. Keown :

We have reviewed your filing and response letter and have the following additional
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 pr ovide the requested
response.   If you do not believe our comments apply to 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 comments.

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 have read the revisions you proposed in response to prior comment s 1 and 2 from our
letter dated March 27, 2014, and note that you intend to disclose the percentage changes
in unit sales and unit prices that are reflected in the ove rall change in sales.  You should
also disclose the extent to which changes in revenue are attributable to changes in prices,
volumes sold, and to the introduction of new products or services , as previously advised.
Please also address any material year -to-year changes in net sales by product category,

Mr. Michael H. Keown
Farmer Bros. Co.
May 16, 2014
Page 2

 correlated with the disclosures you agreed to provide in response to prior comment 6,
also indicating the quantities of principal commodities processed and sold each period .

A need for further disclosure about your use of derivatives  in both MD&A and your
financial statements  is also indicated.  For example, you mention the pounds of coffee
covered by derivatives and the percentage of derivatives utilized in hedging relationships,
but do not discuss how th is activity relates to anticipated purchases  or the extent to which
your operations remain correlated with changes in the market  prices of your principal
commodities; this should be addressed in terms of both quantities and time  in order to
provide adequat e context.

Your policy objective of having coffee prices fixed for at least three months of projected
purchases  is also unclear.  Please clarify whether this objective pertains to three months
of purchases generally over time or the three months that wi ll immediately follow any
given reporting date.  Also explain how having derivatives that will settle up to 18 or 24
months later, as disclosed, correlates with this objective .  You may refer to the disclosure
requirements in FASB ASC 815 -10-50-1A if you r equire further clarification or
guidance.  We reissue prior comments 1 and 2.

2. We note the disclosures you have proposed in response to prior comment 2 include a
measure of utilization.  Please further revise this disclosure to explain how utilization and
capacity, representing the numerato rs and denominators in your calculations, are
determined in deriving your figures.  Also report utilization on a comparative basis for
each period, rather than as of a particular date.

Financial Statements

Note 3 - Derivative Instruments, page 59

3. We note you did not provide the information about historical and anticipated purchases of
commodities requested in prior comment 8.  Please refer to the first comment above
pertaining to the requirements for disclosures about objectives, strategies and con text,
necessary to understand your use of derivatives, and revise accordingly.  We also note
you did not address prior comment 3, as it relates to derivatives acquired on behalf of
customers, and see similar reference in the disclosures you proposed in res ponse to prior
comment 8.  Tell us the nature of these arrangements and all salient terms necessary to
understand the capacity in which you hold these instruments and the financial
implications.  Please describe the circumstances under which you acquire such
derivatives, the mechanisms by which you attribute the economics of holding these
instruments to your customers, and the relative significance of this program.

We urge all persons who are responsible for the accuracy 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

Mr. Michael H. Keown
Farmer Bros. Co.
May 16, 2014
Page 3

 in possession of all facts relating 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 for the adequacy and accuracy of t he 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 comments as a defense in any procee ding 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 contac t me at  (202) 551 -3686
with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief