On February 16, 2017, the Board of Directors of Farmer Bros. Co.,
a Delaware corporation (the Company), approved a restructuring
plan to reorganize its DSD operations in an effort to realign
functions into a channel based selling organization, streamline
operations, acquire certain channel specific expertise, and
improve selling effectiveness and financial results (the DSD
Restructuring Plan). The strategic decision to undertake the DSD
Restructuring Plan resulted from an ongoing operational review of
various initiatives within the DSD selling organization. The
Company expects to complete the DSD Restructuring Plan by the end
of the second quarter of fiscal 2018.

As a result of the DSD Restructuring Plan, the Company estimates
that it will recognize approximately $3.7 to $4.9 million of
pre-tax restructuring charges by the end of the second quarter of
fiscal 2018. The Company expects to recognize approximately $1.7
million to $2.4 million in severance, prorated bonuses for bonus
eligible employees and contractual termination payments, $200,000
to $300,000 in outplacement services, and $1.8 million to $2.2
million in other related costs, including legal, recruiting,
consulting, other professional services, and travel. The Company
may also incur other charges not currently contemplated due to
events that may occur as a result of, or associated with, the DSD
Restructuring Plan. The expenses associated with the DSD
Restructuring Plan are expected to be offset by approximately
$2.0 to $2.6 million in annualized savings.

Item 7.01 Regulation FD

Management continues to analyze the Companys DSD organization and
evaluate other potential restructuring opportunities in light of
the Companys strategic priorities. While no definitive
determination has been made yet, the Company may undertake and
implement additional restructuring and cost reduction initiatives
and may incur additional restructuring charges, which the Company
would record in the appropriate period as they are determined. As
provided in General Instruction B.2. of Form 8-K, the information
furnished to this Item 7.01 is being furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that Section, shall not
be incorporated by reference into any registration statement or
other document filed to the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation
language in such filing.

Item 8.01 Other Events.

On February 21, 2017, the Company issued a press release
announcing the DSD Restructuring Plan described in Item 2.05 of
this Current Report on Form 8-K. The full text of the press
release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Cautionary Statement Regarding Forward-Looking Statements.

Certain statements in this Current Report on Form 8-K constitute
forward-looking statements. When used in this report, the words
will, expects, anticipates, estimates, believes, and similar
expressions, and statements which are made in the future tense or
refer to future events or developments are intended to identify
such forward-looking statements. Such forward-looking statements
are subject to risks, uncertainties and other factors that could
cause the actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Forward-looking statements include, but are not
limited to, statements regarding the Companys plans to reorganize
its DSD operations and the timing and results thereof, the
estimated pre-tax restructuring charges and savings associated
with the DSD reorganization, and the potential for the Company to
undertake and implement additional restructuring and cost
reduction opportunities and incur additional restructuring
charges, are not based on historical fact and are forward-looking
statements within the meaning of federal securities laws and
regulations. These statements are based on managements current
expectations, assumptions, estimates and observations of future
events and include any statements that do not directly relate to
any historical or current fact; actual results may differ
materially due in part to the risk factors set forth in our most
recent annual, periodic and current reports filed with the SEC.
In addition, the DSD Restructuring Plan costs may be greater than
anticipated, the Company may be unable to realize the
contemplated benefits in

connection with the reduction in workforce and other potential
restructuring opportunities, and the reduction in workforce and
other potential restructuring activities may have an adverse
impact on the Companys performance. We intend these
forward-looking statements to speak only at the time of this
report and do not undertake to update or revise these statements
as more information becomes available except as required under
federal securities laws and the rules and regulations of the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits