Table of Contents






|                                                        |  | 
|------------------------------------------------------- |  | 
|UNITED STATES SECURITIES AND EXCHANGE
 COMMISSION      
|Washington,
 D.C. 20549                                
|                                                       
|                                                        |  | 
|                                                       
|FORM 10-K                                              
|                                                       
|                                                        |  | 
|                                                        |  | 
|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   
|SECURITIES EXCHANGE ACT OF 1934                        
|                                                        |  | 
|For the Fiscal Year Ended March 28, 2010               
|                                                        |  | 
|Commission File No. 0-7647                             
|                                                        |  | 
|                                                        |  | 
|                                                        |  | 
|HAWKINS, INC.                                          
|(Exact Name of
 Registrant as specified in its Charter)

|                                                  |                                     
|------------------------------------------------- | ------------------------------------
|MINNESOTA                                         | 41-0771293                          
|(State of Incorporation)                          | (I.R.S. Employer Identification No.)
|                                                  |                                     
|3100 East Hennepin Avenue, Minneapolis, Minnesota | 55413                               
|(Address of Principal
 Executive Offices)         | (Zip Code)                          

|                                                      |  | 
|----------------------------------------------------- |  | 
|(612) 331-6910                                       
|(Registrants Telephone
 Number, Including Area Code)
|                                                     
|                                                      |  | 
|                                                     

|                                                             |  |                                        
|------------------------------------------------------------ |  | ---------------------------------------
|Securities
 registered pursuant to Section 12(b) of the Act: |  | COMMON STOCK, PAR VALUE $.05
 PER SHARE
|Name
 of exchange on which registered:                       |  | NASDAQ Global Market                   
|Securities
 registered pursuant to Section 12(g) of the Act: |  | NONE                                   

Indicate by check mark if
 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
 Securities Act.  Yes
 o
 No x

Indicate by check mark if
 the registrant is not required to file reports pursuant to Section 13 or
 Section 15(d) of the Act.  Yes
 o
 No x

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or for such shorter
period that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.  Yes x No o

|                                                                                                                                                                                                                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark whether the registrant has
 submitted electronically and posted on its corporate Web site, if any, every
 Interactive Data File required to be submitted and posted pursuant to Rule
 405 of Regulation S-T during the preceding 12 months (or for such shorter
 period that the registrant was required to submit and post such files).
|Yes o No o                                                                                                                                                                                                                                                                                                                                                     

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the Registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in
Rule 12b-2 of the Exchange Act).

| |                           |                     |                         |                             | 
| | ------------------------- | ------------------- | ----------------------- | --------------------------- | 
| | Large Accelerated Filer o | Accelerated Filer x | Non-Accelerated Filer o | Smaller Reporting Company o | 

Indicate by check mark
 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
 Act).  Yes o No x

The aggregate market value of voting stock held by
non-affiliates of the Registrant on September 30, 2009 (the last business day
of the Registrants most recently completed second fiscal quarter) was
approximately $198.7 million based upon the closing sale price for the
Registrants common stock on that date as reported by The NASDAQ Stock Market,
excluding all shares held by officers and directors of the Registrant and by
the Trustees of the Registrants Employee Stock Ownership Plan and Trust.

As of May 31, 2010, the Registrant had 10,282,458
shares of common stock outstanding.







DOCUMENTS
INCORPORATED BY REFERENCE

Portions of our Proxy Statement for the annual meeting
of shareholders to be held July 28, 2010, are incorporated by reference in Part
III.

FORWARD-LOOKING
STATEMENTS

The information presented in this Annual Report on
Form 10-K contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). These forward-looking statements have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. These
statements are not historical facts, but rather are based on our current
expectations, estimates and projections, and our beliefs and assumptions. We
intend words such as anticipate, expect, intend, plan, believe,
seek, estimate, will and similar expressions to identify forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control and are difficult to predict. These factors could cause
actual results to differ materially from those expressed or forecasted in the
forward-looking statements. These risks and uncertainties are described in the
risk factors and elsewhere in this Annual Report on Form 10-K. We caution you
not to place undue reliance on these forward-looking statements, which reflect
our managements view only as of the date of this Annual Report on Form 10-K.
We are not obligated to update these statements or publicly release the result
of any revisions to them to reflect events or circumstances after the date of
this Annual Report on Form 10-K or to reflect the occurrence of unanticipated
events.

As used in this Annual Report on Form 10-K, except
where otherwise stated or indicated by the context, Hawkins, we, us, the
Company, our, or the Registrant means Hawkins, Inc. References to fiscal
2011 means our fiscal year ending April 3, 2011, fiscal 2010 means our
fiscal year ended March 28, 2010, fiscal 2009 means our fiscal year ended
March 29, 2009, and fiscal 2008 means our fiscal year ended March 30, 2008.

2

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Hawkins,
Inc.
Annual Report on Form 10-K
For the Fiscal Year Ended March 28, 2010

|         |                                                                                                                  |  |     
|-------- | ---------------------------------------------------------------------------------------------------------------- |  | ----
|         |                                                                                                                  |  | Page
|         |                                                                                                                  |  |     
|PART I   |                                                                                                                  |  |     
|ITEM 1.  | Business                                                                                                         |  | 4   
|ITEM 1A. | Risk Factors                                                                                                     |  | 6   
|ITEM 1B. | Unresolved Staff Comments                                                                                        |  | 9   
|ITEM 2.  | Properties                                                                                                       |  | 10  
|ITEM 3.  | Legal Proceedings                                                                                                |  | 11  
|ITEM 4.  | [Removed and Reserved]                                                                                           |  | 11  
|         |                                                                                                                  |  |     
|PART II  |                                                                                                                  |  |     
|ITEM 5.  | Market for the Companys
 Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity
 Securities |  | 11  
|ITEM 6.  | Selected Financial Data                                                                                          |  | 13  
|ITEM 7.  | Managements Discussion and
 Analysis of Financial Condition and Results of Operations                           |  | 14  
|ITEM 7A. | Quantitative and
 Qualitative Disclosures about Market Risk                                                      |  | 20  
|ITEM 8.  | Financial Statements and
 Supplementary Data                                                                     |  | 21  
|ITEM 9.  | Changes in and
 Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 39  
|ITEM 9A. | Controls and Procedures                                                                                          |  | 39  
|ITEM 9B. | Other Information                                                                                                |  | 40  
|         |                                                                                                                  |  |     
|PART III |                                                                                                                  |  |     
|ITEM 10. | Directors, Executive
 Officers, and Corporate Governance                                                         |  | 41  
|ITEM 11. | Executive Compensation                                                                                           |  | 42  
|ITEM 12. | Security Ownership of
 Certain Beneficial Owners and Management And Related Stockholder Matters                  |  | 42  
|ITEM 13. | Certain Relationships and
 Related Transactions, and Director Independence                                       |  | 42  
|ITEM 14. | Principal Accountant Fees
 and Services                                                                          |  | 42  
|         |                                                                                                                  |  |     
|PART IV  |                                                                                                                  |  |     
|ITEM 15. | Exhibits and Financial
 Statement Schedules                                                                      |  | 43  

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PART I

|         |         
|-------- | --------
|ITEM
 1. | BUSINESS

Hawkins, Inc.
distributes bulk chemicals and blends, manufactures and distributes specialty
chemicals for our customers in a wide variety of industries. We began our
operations primarily as a distributor of bulk chemicals with a strong customer
focus. Over the years, we have maintained the strong customer focus and have
expanded our business by increasing our sales of value-added specialty chemical
products, including repackaging, blending and manufacturing certain products.
In recent years, we significantly expanded the sales of our higher-margin
blended and manufactured products. We expect the specialty chemical portion of
our business to continue to grow. We believe that we create value for our customers through superb
service and support, quality products, personalized applications and our
trustworthy, creative employees.

We currently conduct our business in two segments:
Industrial and Water Treatment. Financial information regarding these segments
is reported in our Financial Statements and Notes to Financial Statements. See
Items 7 and 8 of this Annual Report on Form 10-K.

Industrial
Segment. Our Industrial Group operates this segment of our
business, which specializes in providing industrial chemicals, products and
services primarily to the agriculture, energy, electronics, food, chemical
processing, pulp and paper, pharmaceutical, medical device and plating
industries. The groups principal products are acids, alkalis and industrial
and food-grade salts.

The Industrial Group:

| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Receives, stores and distributes various chemicals
 in bulk, including liquid caustic soda, sulfuric acid, hydrochloric acid,
 phosphoric acid, potassium hydroxide and aqua ammonia;          
| |  | Manufactures sodium hypochlorite (bleach),
 agricultural products and certain food-grade products, including our patented
 Cheese-Phos® liquid
 phosphate, lactates and other blended products;
| |  | Repackages water treatment chemicals for our Water
 Treatment Group and bulk industrial chemicals to sell in smaller quantities
 to our customers; and                                         
| |  | Performs custom blending of certain chemicals for
 customers according to customer formulas.                                                                                                   

The groups sales are concentrated primarily in
Wisconsin, Minnesota, Iowa, and North and South Dakota, while the groups
food-grade products are sold nationally. The Industrial Group relies on a
specially trained sales staff that works directly with customers on their
specific needs.

The group conducts its business primarily through
distribution centers and terminal operations. In fiscal 2009, we invested in
two new facilities, which has expanded the groups ability to service its
customers. Our facility in Centralia, Illinois, which primarily serves our
food-grade products business, became operational in July 2009. We also opened a
facility in Minneapolis, Minnesota, to handle bulk chemicals sold to
pharmaceutical manufacturers. The total capital expenditures on these two
facilities were approximately $10.0 million, with approximately $2.5 million
occurring in fiscal 2010. In May 2007, we purchased the assets of Trumark,
Inc., a producer of antimicrobial products for the food industry. Trumarks
business is part of our Industrial Group and its operations were integrated
with our operations at the Centralia facility during fiscal 2010.

Water
Treatment Segment. Our Water Treatment Group operates this
segment of our business, which specializes in providing chemicals, equipment
and solutions for potable water, municipal and industrial wastewater, industrial
process water and non-residential swimming pool water. The group has the
resources and flexibility to treat systems ranging in size from a small single
well to a multi-million-gallon-per-day treatment facility.

The group utilizes delivery routes operated by our
employees who serve as route driver, salesperson and highly trained technician
to deliver our products and diagnose our customers water treatment needs. We
believe that the high level of service provided by these individuals allows us
to serve as the trusted water treatment expert for many of the municipalities
and other customers that we serve. We also believe that we are able to obtain a
competitive cost position on many of the chemicals sold by the Water Treatment
Group due to the volumes of these chemicals purchased by our Industrial Group.

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The group operates out of warehouses in 15 cities
supplying products and services to customers in Minnesota, Wisconsin, Iowa,
North Dakota, South Dakota, Nebraska, Illinois, Indiana, Michigan, Montana,
Missouri, Kansas, and Wyoming. We opened two of these warehouses in fiscal
2008, one in fiscal 2010 and expect to continue to invest in existing and new
branches to expand the groups geographic coverage. Our Water Treatment Group
has historically experienced higher sales during April to September, primarily
due to a seasonal increase in chemicals used by municipal water treatment
facilities.

Discontinued
Operations. In February 2009, we entered into two agreements
whereby we agreed to sell our inventory and enter into a marketing relationship
regarding the business of our Pharmaceutical segment, which provided
pharmaceutical chemicals to retail pharmacies and small-scale pharmaceutical
manufacturers. The transaction closed in May 2009 and we have no significant
obligations to fulfill under the agreements. The results of the Pharmaceutical
segment have been reported as discontinued operations in our financial
statements for all periods presented in this Annual Report on Form 10-K.

Raw
Materials. We have numerous suppliers, including many of the
major chemical producers in the United States. We typically have written
distributorship agreements or supply contracts with our suppliers that are
periodically renewed. We believe that most of the products we purchase can be
obtained from alternative sources should existing relationships be terminated.
We are dependent upon the availability of our raw materials. In the event that
certain raw materials become generally unavailable, suppliers may extend lead
times or limit or cut off the supply of materials to us. As a result, we may
not be able to supply or manufacture products for our customers. While we
believe we have adequate sources of supply for our raw material and product
requirements, we cannot be sure that supplies will be consistently available in
the future should shortages occur.

Intellectual
Property. We hold no patents, licenses or trademarks that we
consider material to our operations.

Customer
Concentration. No single customer represents more than 10% of
our total sales, but the loss of our five largest customers could have a
material adverse effect on our results of operations. Total aggregate sales to
our five largest customers were $22.4 million in fiscal 2008, $46.0 million in
fiscal 2009 and $47.1 million in fiscal 2010. No single customer represents 10%
or more of any of our segments sales.

Competition.
We operate in a competitive industry and compete with many producers,
distributors and sales agents offering chemicals equivalent to substantially
all of the products we handle. Many of our competitors are larger than we are
and may have greater financial resources, although no one competitor is
dominant in our industry. We compete by offering quality products at
competitive prices coupled with outstanding customer service. Because of our
long-standing relationships with many of our suppliers, we are often able to
leverage those relationships to obtain products when supplies are scarce or to
obtain competitive pricing.

Geographic
Information. Substantially all of our revenues are generated
in, and long-lived assets are located in, the United States.

Employees.
We had 268 employees as of March 28, 2010, including 47 covered by a collective
bargaining agreement.

About
Us. Hawkins, Inc. was founded in 1938 and incorporated in
Minnesota in 1955. We became a publicly-traded company in 1972. Our principal
executive offices are located at 3100 East Hennepin Avenue, Minneapolis,
Minnesota.

Available
Information. We have made available, free of charge, through
our Internet website (http://www.hawkinsinc.com) our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if
applicable, amendments to those reports, as soon as reasonably practicable
after we electronically file these materials with, or furnish them to, the
Securities and Exchange Commission. Reports of beneficial ownership filed by
our directors and executive officers pursuant to Section 16(a) of the Exchange
Act are also available on our website. We are not including the information
contained on our website as part of, or incorporating it by reference into,
this Annual Report on Form 10-K.

5

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|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS

You should consider carefully the following
risks when reading the information, including the financial information,
contained in this Annual Report on Form 10-K.

Fluctuations in the
prices and availability of commodity chemicals, which are cyclical in nature,
could have a material adverse effect on our operations and the margins of our
products.

Periodically,
we experience significant and rapid fluctuations in the commodity pricing of
raw materials. The cyclicality of commodity chemical markets, such as caustic
soda, primarily results from changes in the balance between supply and demand
and the level of general economic activity. We cannot predict whether the
markets for our commodity chemicals will favorably impact our operations or
whether we will experience a negative impact due to oversupply and lower
prices.

Our principal
raw materials are generally purchased under supply contracts. The prices we pay
under these contracts generally lag the market prices of the underlying raw
material. The pricing within our supply contracts generally adjusts quarterly
or monthly. In addition, the cost of inventory we have on hand generally will
lag the current market pricing of such inventory. While we attempt to maintain
competitive pricing and stable margin dollars, the variability in our cost of
inventory from the current market pricing can cause significant volatility in
our margins realized. In periods of rapidly increasing market prices, the
inventory cost position will tend to be favorable to us, possibly by material
amounts. Conversely, in periods of rapidly decreasing market prices, the
inventory cost position will tend to be unfavorable to us, possibly by material
amounts. We do not engage in futures or other derivatives contracts to hedge
against fluctuations in future prices. We may enter into sales contracts where
the selling prices for our products are fixed for a period of time, exposing us
to volatility in raw materials prices that we acquire on a spot market or
short-term contractual basis. We attempt to pass commodity pricing changes to
our customers, but we may be unable to or be delayed in doing so. Our inability
to pass through price increases or any limitation or delay in our passing
through price increases could adversely affect our profit margins.

We are also
dependent upon the availability of our raw materials. In the event that raw
materials are unavailable, raw material suppliers may extend lead times or
limit or cut off supplies. As a result, we may not be able to supply or
manufacture products for some or all of our customers. For example, in calendar
2008 a miners strike in Canada significantly limited supplies of potassium
chloride, a key component of some of our products. Due to the resulting
shortage, many chemical companies were unable to supply their customers. While
we were able to obtain a supply of the product sufficient to meet our
customers needs, we cannot assure you that such supplies would be available in
the future should other similar shortages occur. Constraints on the supply or
delivery of critical raw materials could disrupt our operations and adversely
affect the performance of our business.

We operate in a
highly competitive environment and face significant competition and price
pressure.

We operate in
a highly competitive industry and compete with producers, manufacturers,
distributors and sales agents offering chemicals equivalent to substantially
all of the products we handle. Competition is based on several key criteria,
including product price, product performance and quality, product availability
and security of supply, responsiveness of product development in cooperation
with customers, and customer service. Many of our competitors are larger than
we are and may have greater financial resources. As a result, these competitors
may be better able than us to withstand changes in conditions within our
industry, changes in the prices and availability of raw materials, and changes
in general economic conditions. Additionally, competitors pricing decisions
could compel us to decrease our prices, which could adversely affect our
margins and profitability. Our ability to maintain or increase our
profitability is dependent upon our ability to offset competitive decreases in
the prices and margins of our products by improving production efficiency and
volume, identifying higher margin chemical products and improving existing
products through innovation and research and development. If we are unable to
maintain our profitability or competitive position, we could lose market share
to our competitors and experience reduced profitability.

6

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Demand for our
products is affected by general economic conditions and by the cyclical nature
of many of the industries we serve, which could cause significant fluctuations
in our sales volumes and results.

Demand for our
products is affected by general economic conditions. A decline in general
economic or business conditions in the industries served by our customers could
have a material adverse effect on our business. Although our sales volumes have
increased in areas traditionally considered non-cyclical such as water
treatment, pharmaceutical and food products, many of our customers are in
businesses that are cyclical in nature, such as the industrial manufacturing,
surface finishing and energy industries which include the automobile parts
markets and the ethanol industry. Downturns in these industries could adversely
affect our sales and our financial results by affecting demand for and pricing
of our products.

Our business is
subject to hazards common to chemical businesses, any of which could interrupt
our production and adversely affect our results of operations.

Our business
is subject to hazards common to chemical manufacturing, storage, handling and
transportation, including explosions, fires, severe weather, natural disasters,
mechanical failure, unscheduled downtime, transportation interruptions,
chemical spills, discharges or releases of toxic or hazardous substances or
gases and other risks. These hazards could cause personal injury and loss of
life, severe damage to or destruction of property and equipment, and
environmental contamination. In addition, the occurrence of material operating
problems at our facilities due to any of these hazards may diminish our ability
to meet our output goals and result in a negative public or political reaction.
Many of our facilities are bordered by significant residential populations
which increase the risk of negative public or political reaction should an
environmental issue occur and could lead to adverse zoning actions that could
limit our ability to operate our business in those locations. Accordingly,
these hazards and their consequences could have a material adverse effect on
our operations as a whole, including our results of operations and cash flows,
both during and after the period of operational difficulties.

Environmental,
health and safety laws and regulations cause us to incur substantial costs and
may subject us to future liabilities.

In the
jurisdictions in which we operate, we are subject to numerous federal, state
and local environmental, health and safety laws and regulations, including
those governing the discharge of pollutants into the air and water, and the
management and disposal of hazardous substances and wastes. The nature of our
business exposes us to risks of liability under these laws and regulations due
to the production, storage, use, transportation and sale of materials that can
cause contamination or personal injury if released into the environment.
Ongoing compliance with such laws and regulations is an important consideration
for us and we invest substantial capital and incur significant operating costs
in our compliance efforts. Governmental regulation has become increasingly
strict in recent years. We expect this trend to continue and anticipate that
compliance will continue to require increased capital expenditures and
operating costs.

If we violate
environmental, health and safety laws or regulations, in addition to being
required to correct such violations, we could be held liable in administrative,
civil or criminal proceedings for substantial fines and other sanctions that
could disrupt or limit our operations. Liabilities associated with the
investigation and cleanup of hazardous substances, as well as personal injury,
property damages or natural resource damages arising out of such hazardous
substances, may be imposed in many situations without regard to violations of
laws or regulations or other fault, and may also be imposed jointly and
severally (so that a responsible party may be held liable for more than its
share of the losses involved, or even the entire loss). Such liabilities can be
difficult to identify and the extent of any such liabilities can be difficult
to predict. We use, and in the past have used, hazardous substances at many of
our facilities, and have generated, and continue to generate, hazardous wastes
at a number of our facilities. We have in the past, and may in the future, be
subject to claims relating to exposure to hazardous materials and the
associated liabilities may be material.

7

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Changes in our
customers products or failure of our products to meet customers quality
specifications could adversely affect our sales and profitability.

Our chemicals
are used for a broad range of applications by our customers. Changes in our
customers products or processes may enable our customers to reduce or
eliminate consumption of the chemicals that we provide. Customers may also find
alternative materials or processes that no longer require our products.
Consequently, it is important that we develop new products to replace the sales
of products that mature and decline in use.

Our products
provide important performance attributes to our customers products. If our products
fail to perform in a manner consistent with quality specifications or have a
shorter useful life than guaranteed, a customer could seek replacement of the
product or damages for costs incurred as a result of the product failing to
perform as expected. A successful claim or series of claims against us could
have a material adverse effect on our financial condition and results of
operations and could result in a loss of one or more customers.

Our business,
particularly our Water Treatment Group, is subject to seasonality and weather
conditions, which could adversely affect our results of operations.

Our Water
Treatment Group has historically experienced higher sales during April to
September, primarily due to a seasonal increase in chemicals used by municipal
water treatment facilities. Demand is also affected by weather conditions, as
either higher or lower than normal precipitation or temperatures may affect
water usage and the consumption of our products. We cannot assure you that
seasonality or fluctuating weather conditions will not have a material adverse
affect on our results of operations and financial condition.

The insurance that
we maintain may not fully cover all potential exposures.

We maintain
property, business interruption and casualty insurance, but such insurance may
not cover all risks associated with the hazards of our business and is subject
to limitations, including deductibles and limits on the liabilities covered. We
may incur losses beyond the limits or outside the coverage of our insurance
policies, including liabilities for environmental remediation. In addition,
from time to time, various types of insurance for companies in the specialty
chemical industry have not been available on commercially acceptable terms or,
in some cases, have not been available at all. In the future, we may not be
able to obtain coverage at current levels, and our premiums may increase
significantly on coverage that we maintain.

If we are unable to
retain key personnel or attract new skilled personnel, it could have an adverse
impact on our business.

Because of the
specialized and technical nature of our business, our future performance is
dependent on the continued service of, and on our ability to attract and
retain, qualified management, scientific, technical and support personnel. The
unanticipated departure of key members of our management team could have an
adverse impact on our business.

We may not be able
to successfully consummate future acquisitions or integrate future acquisitions
into our business, which could result in unanticipated expenses and losses.

As part of our
business growth strategy, we have acquired businesses and may pursue
acquisitions in the future. Our ability to pursue this strategy will be limited
by our ability to identify appropriate acquisition candidates and our financial
resources, including available cash and borrowing capacity. The expense
incurred in consummating acquisitions, the time it takes to integrate an
acquisition or our failure to integrate businesses successfully could result in
unanticipated expenses and losses. Furthermore, we may not be able to realize
the anticipated benefits from acquisitions.

To the extent
future acquisitions are pursued, the process of integrating acquired operations
into our existing operations may result in unforeseen operating difficulties
and may require significant financial resources that would otherwise be
available for the ongoing development or expansion of existing operations. The
risks associated with the integration of acquisitions include potential
disruption of our ongoing business and distraction of management, unforeseen
claims, liabilities, adjustments, charges and write-offs, difficulty in
conforming the acquired business standards, processes, procedures and controls
with our operations, and challenges arising from the increased scope,
geographic diversity and complexity of the expanded operations.

8

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Our business is
subject to risks stemming from natural disasters or other extraordinary events
outside of our control, which could interrupt our production and adversely
affect our results of operations.

Natural
disasters have the potential of interrupting our operations and damaging our
properties, which could adversely affect our business. Since 1963, flooding of the
Mississippi River has required the Companys terminal operations to be
temporarily shifted out of its buildings five times, most recently in the
spring of 2010. No assurance can be given that flooding or other natural
disasters will not recur or that there will not be material damage or
interruption to our operations in the future from such disasters.

Chemical-related
assets may be at greater risk of future terrorist attacks than other possible
targets in the United States. Federal law imposes new site security
requirements, specifically on chemical facilities, which require increased
capital spending and increase our overhead expenses. New federal regulations
have already been adopted to increase the security of the transportation of
hazardous chemicals in the United States. We ship and receive materials that
are classified as hazardous and we believe we have met these requirements, but
additional federal and local regulations that limit the distribution of
hazardous materials are being considered. Bans on movement of hazardous
materials through certain cities could adversely affect the efficiency of our
logistical operations. Broader restrictions on hazardous material movements
could lead to additional investment and could change where and what products we
provide.

The occurrence
of extraordinary events, including future terrorist attacks and the outbreak or
escalation of hostilities, cannot be predicted, but their occurrence can be
expected to negatively affect the economy in general, and specifically the
markets for our products. The resulting damage from a direct attack on our
assets, or assets used by us, could include loss of life and property damage.
In addition, available insurance coverage may not be sufficient to cover all of
the damage incurred or, if available, may be prohibitively expensive.

We may not be able
to renew our leases of land where three of our terminals reside.

We lease the
land where our three main terminals are located. We do not have guaranteed
lease renewal options and may not be able to renew our leases in the future.
Our current lease renewal periods extend out to 2018 (two leases) and 2029 (one
lease). The failure to secure extended lease terms on any one of these
terminals may have a material adverse impact on our business, as they are where
the majority of our bulk chemicals are stored. While we can make no assurances,
based on historical experience and anticipated future needs, we believe that we
will be able to renew our leases as the renewal periods expire.

|         |                          
|-------- | -------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS

None.

9

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|        |           
|------- | ----------
|ITEM 2. | PROPERTIES

We own our
principal location, which consists of approximately 11 acres of land in
Minneapolis, Minnesota, with six buildings containing a total of 177,000 square
feet of office and warehouse space primarily used by our Industrial Group. Our
principal office is located in one of these buildings, at 3100 East Hennepin
Avenue. As of March 28, 2010, we had installed sprinkler systems in
substantially all of our warehouse facilities for fire protection. We carry
customary levels of insurance covering the replacement of damaged property.In
addition to the facilities described previously, our other facilities are
described below. We believe that these facilities, together with those
described above, are adequate and suitable for the purposes they serve. Unless
noted, each facility is owned by us.

|                                |  |                      |  |                       |  |                      | 
|------------------------------- |  | -------------------- |  | --------------------- |  | -------------------- | 
|Group                           |  | Location             |  | Primary Use           |  | Approx.
 Square Feet | 
|                                |  |                      |  |                       |  |                      | 
|Industrial                      |  | St.
 Paul, MN (1)    |  | Office
 and Warehouse |  | 32,000               | 
|                                |  | Minneapolis,
 MN (2) |  | Office
 and Warehouse |  | 20,000               | 
|Water Treatment                 |  | Fargo,
 ND           |  | Office
 and Warehouse |  | 20,600               | 
|                                |  | Fond
 du Lac, WI     |  | Office
 and Warehouse |  | 24,700               | 
|                                |  | Washburn,
 ND        |  | Office
 and Warehouse |  | 14,000               | 
|                                |  | Billings,
 MT        |  | Office
 and Warehouse |  | 9,300                | 
|                                |  | Sioux
 Falls, SD     |  | Office
 and Warehouse |  | 27,300               | 
|                                |  | Rapid
 City, SD      |  | Office
 and Warehouse |  | 9,500                | 
|                                |  | Joliet,
 IL (3)      |  | Office
 and Warehouse |  | 6,400                | 
|                                |  | Superior,
 WI        |  | Office
 and Warehouse |  | 17,200               | 
|                                |  | Slater,
 IA          |  | Office
 and Warehouse |  | 12,900               | 
|                                |  | Lincoln,
 NE (4)     |  | Office
 and Warehouse |  | 16,600               | 
|                                |  | Eldridge,
 IA        |  | Office
 and Warehouse |  | 6,000                | 
|                                |  | Columbia,
 MO (5)    |  | Office
 and Warehouse |  | 9,000                | 
|                                |  | Garnett,
 KS         |  | Office
 and Warehouse |  | 18,000               | 
|                                |  | Ft.
 Smith, AR (4)   |  | Office
 and Warehouse |  | 17,500               | 
|Industrial and Water
 Treatment |  | St.
 Paul, MN (6)    |  | Office
 and Warehouse |  | 59,000               | 
|                                |  | Centralia,
 IL (7)   |  | Office
 and Warehouse |  | 77,000               | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)     Our
 terminal operations, located at two sites on opposite sides of the
 Mississippi River, are made up of three buildings, ten outside storage tanks
 with a total capacity of approximately 8.7 million gallons for the storage of
 liquid bulk chemicals, including caustic soda, as well as numerous smaller
 tanks for storing and mixing chemicals. The land is leased from the Port
 Authority of the City of St. Paul, Minnesota, for a basic rent plus an amount
 based on the annual tonnage unloaded at each site. The applicable leases run
 until December 2013, at which time we have an option to renew the leases for
 an additional five-year period on the same terms and conditions subject to
 renegotiation of rent.
| | (2)     This
 facility is leased from a third party to serve our bulk pharmaceutical
 customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (3)     This
 facility is leased from a third party on a month to month basis. Starting in
 June 2010, we will be leasing a different facility comprised of 18,000 square
 feet of office and warehouse space.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (4)     This
 facility is leased from a third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (5)     This
 facility is leased from a third party through September 2010. Starting in
 June 2010, we will be leasing a different facility comprised of 14,600 square
 feet of office and warehouse space.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (6)     Our
 Red Rock facility, which consists of a 59,000 square-foot building located on
 approximately 10 acres of land, has outside storage capacity for liquid bulk
 chemicals, including 1.5 million gallons for the storage of liquid caustic
 soda, as well as numerous smaller tanks for storing and mixing chemicals. The
 land is leased from the Port Authority of the City of St. Paul, Minnesota,
 through July 2029 for a basic rent plus an amount based on annual tonnage
 unloaded at the site. The basic rent and annual tonnage rent were
 renegotiated August 1, 2009 and are to be renegotiated every five years.                                                                                                          
| | (7)     This
 facility includes 10 acres of land located in Centralia, Illinois owned by
 the company. The facility became operational in July 2009 and primarily
 serves our food-grade products business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

10

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|        |                  
|------- | -----------------
|ITEM 3. | LEGAL PROCEEDINGS

We are a party
from time to time in various legal proceedings arising in the ordinary course
of our business. None of the pending proceedings are expected to have a
material effect on us.

|        |                       
|------- | ----------------------
|ITEM 4. | [REMOVED AND RESERVED]

PART II

|        |                                                                                                                
|------- | ---------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR THE COMPANYS COMMON EQUITY, RELATED
 SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

|                      |  |      |       |     |   |       | 
|--------------------- |  | ---- | ----- | --- | - | ----- | 
|Quarterly
 Stock Data |  | High |       | Low |  
|                      |  |      |       |     |   |       | 
|Fiscal 2010           |  |      |       |     |   |       | 
|4th Quarter           |  | $    | 23.78 |     | $ | 19.81 | 
|3rd Quarter           |  |      | 24.03 |     |   | 20.76 | 
|2nd Quarter           |  |      | 25.89 |     |   | 18.51 | 
|1st Quarter           |  |      | 22.58 |     |   | 15.00 | 
|                      |  |      |       |     |   |       | 
|Fiscal 2009           |  |      |       |     |   |       | 
|4th Quarter           |  | $    | 16.17 |     | $ | 12.90 | 
|3rd Quarter           |  |      | 18.10 |     |   | 13.04 | 
|2nd Quarter           |  |      | 18.21 |     |   | 14.50 | 
|1st Quarter           |  |      | 16.00 |     |   | 14.50 | 

|                |  |          |      |      |   |      | 
|--------------- |  | -------- | ---- | ---- | - | ---- | 
|Cash
 Dividends |  | Declared |      | Paid |  
|                |  |          |      |      |   |      | 
|Fiscal 2011     |  |          |      |      |   |      | 
|1st Quarter     |  |          |      |      | $ | 0.28 | 
|                |  |          |      |      |   |      | 
|Fiscal 2010     |  |          |      |      |   |      | 
|4th Quarter     |  | $        | 0.28 |      |   |      | 
|3rd Quarter     |  |          |      |      | $ | 0.38 | 
|2nd Quarter     |  | $        | 0.38 |      |   |      | 
|1st Quarter     |  |          |      |      | $ | 0.26 | 
|                |  |          |      |      |   |      | 
|Fiscal 2009     |  |          |      |      |   |      | 
|4th Quarter     |  | $        | 0.26 |      |   |      | 
|3rd Quarter     |  |          |      |      | $ | 0.26 | 
|2nd Quarter     |  | $        | 0.26 |      |   |      | 
|1st Quarter     |  |          |      |      | $ | 0.24 | 

Our common
shares are traded on The NASDAQ Global Market under the symbol HWKN. The
price information represents closing sale prices as reported by The NASDAQ
Global Market. As of March 28, 2010, there were approximately 774 registered
common shareholders, which include nominees or broker dealers holding stock on
behalf of an estimated 1,976 beneficial owners.

We first
started paying cash dividends in 1985 and have continued to do so since. In
August 2009, in recognition of the Companys strong financial performance in
fiscal 2009, its strong cash position and no debt, the Board of Directors
authorized a special dividend of $0.10 per share in addition to a regular
semi-annual cash dividend of $0.28 per share. Future dividend levels will be
dependent upon our results of operations, financial position, cash flows and
other factors, and will be evaluated by our Board of Directors.

11

---



The following
graph compares the cumulative total shareholder return on our common shares
with the cumulative total returns of the NASDAQ Industrial Index, the NASDAQ
Composite Index and the Russell 2000 Index for our last five completed fiscal
years. The graph assumes the investment of $100 in our stock, the NASDAQ
Industrial Index, the NASDAQ Composite Index and the Russell 2000 Index on
April 3, 2005, and reinvestment of all dividends. We have added the Russell
2000 Index because during fiscal 2010, Hawkins, Inc. was added to the Russell
2000 Index based on disclosures by Russell Investments.

(LINE GRAPH)

12

---



|        |                        
|------- | -----------------------
|ITEM 6. | SELECTED FINANCIAL DATA

|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|------------------------------------------------------------- |  | ------------ | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | ------- | 
|                                                              |  | Fiscal Years |        
|(In thousands, except per share data)                         |  | 2010         |         | 2009 |   | 2008    |  | 2007 |         | 2006 |  
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Sales from
 continuing operations                             |  | $            | 257,099 |      | $ | 284,356 |  | $    | 186,664 |      | $ | 151,766 |  | $ | 133,139 | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Gross profit
 from continuing operations                      |  |              | 64,445  |      |   | 62,420  |  |      | 38,528  |      |   | 34,709  |  |   | 30,060  | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Income from
 continuing operations                            |  |              | 23,738  |      |   | 23,424  |  |      | 8,488   |      |   | 7,724   |  |   | 7,412   | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Basic earnings per common share from
 continuing operations   |  |              | 2.32    |      |   | 2.29    |  |      | 0.83    |      |   | 0.76    |  |   | 0.73    | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Diluted earnings per common share from
 continuing operations |  |              | 2.31    |      |   | 2.29    |  |      | 0.83    |      |   | 0.76    |  |   | 0.73    | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Cash
 dividends declared per common share                     |  |              | 0.66    |      |   | 0.52    |  |      | 0.48    |      |   | 0.44    |  |   | 0.40    | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Cash
 dividends paid per common share                         |  |              | 0.64    |      |   | 0.50    |  |      | 0.46    |      |   | 0.42    |  |   | 0.38    | 
|                                                              |  |              |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Total assets                                                  |  | $            | 160,293 |      | $ | 136,290 |  | $    | 108,943 |      | $ | 101,269 |  | $ | 94,057  | 

13

---



|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

The following
is a discussion and analysis of our financial condition and results of
operations for our fiscal years ended March 28, 2010, March 29, 2009, and March
30, 2008. This discussion should be read in conjunction with the Financial
Statements and Notes to Financial Statements included in Item 8 of this Annual
Report on Form 10-K.

Overview

We derive
substantially all of our revenues from the sale of bulk and specialty chemicals
to our customers in a wide variety of industries. We began our operations
primarily as a distributor of bulk chemicals with a strong customer focus. Over
the years we have maintained the strong customer focus and have expanded our
business by increasing our sales of value-added specialty chemical products,
including repackaging, blending and manufacturing certain products. In recent
years, we significantly expanded the sales of our higher-margin blended and
manufactured products, including our food-grade products. We expect this
specialty chemical portion of our business to continue to grow.

We have
continued to invest in growing our business. In fiscal 2008, we acquired the
assets of Trumark, Inc., a producer of antimicrobial products for the food
industry, for approximately $6.5 million. These operations have been
consolidated into our Industrial Group. In fiscal 2009, we invested in two new
facilities to expand our ability to service our customers and facilitate growth
within our Industrial Group. Our facility in Centralia, Illinois began
operations in July 2009 and primarily serves our food-grade products business.
We closed our Linden, New Jersey food-grade production facility in September
2009 and transferred these operations to our Centralia facility. Also in fiscal
2009, we built a facility in Minneapolis, Minnesota to handle bulk chemicals
sold to pharmaceutical manufacturers. The total capital expenditures on these
two facilities were approximately $10.0 million of which approximately $7.5
million occurred during fiscal 2009 and approximately $2.5 million occurred in
the first six months of fiscal 2010. We opened two new branch offices for our
Water Treatment Group in late fiscal 2008, one new branch in the first quarter
of fiscal 2010 and one new branch in the first quarter of fiscal 2011 and
expect to continue to invest in existing and new branches to expand our Water
Treatment Groups geographic coverage. The cost of these branch expansions is
not expected to be material. In addition, we have selectively added route sales
personnel to certain existing Water Treatment Group branch offices to spur
growth within our existing geographic coverage area.

In February
2009, we agreed to sell our inventory and entered into a marketing agreement
regarding the business of our Pharmaceutical segment, which provided
pharmaceutical chemicals to retail pharmacies and small-scale pharmaceutical
manufacturers. The transaction closed in May 2009 and we have no significant
obligations to fulfill under the agreement. The results of the Pharmaceutical
segment have been reported as discontinued operations in our Financial
Statements and Notes to Financial Statements for all periods presented in this
Annual Report on Form 10-K.

Our financial
performance in fiscal 2010 was highlighted by:

| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sales from
 continuing operations of $257.1 million, a 9.6% decrease from fiscal 2009;                                                         
| |  | Gross profit
 from continuing operations of $64.4 million or 25.1% of sales, a $2.0 million
 increase in gross profit dollars from fiscal 2009;
| |  | Net cash
 provided by operating activities of $38.8 million; and                                                                               
| |  | Cash and cash
 equivalents and investments available-for-sale of $53.7 million as of the end
 of fiscal 2010.                                  

We seek to
maintain relatively constant gross profit dollars on each of our products as
the cost of our raw materials increase or decrease. Since we expect that we
will continue to experience fluctuations in our raw material costs and
resulting prices in the future, we believe that gross profit dollars is the
best measure of our profitability from the sale of our products. If we maintain
relatively stable profit dollars on each of our products, our reported gross
profit percentage will decrease when the cost of the product increases and will
increase when the cost of the product decreases. We use the last in, first out
(LIFO) method of valuing inventory, which causes the most recent product
costs to be recognized in our income statement. The valuation of LIFO inventory
for interim periods is based on our estimates of fiscal year-end inventory
levels and costs. The LIFO inventory valuation method and the resulting cost of
sales are consistent with our business practices of pricing to current
commodity chemical raw material prices. Our use of LIFO partially offsets the
impact of the rapidly changing prices. Our LIFO reserve decreased significantly
in fiscal 2010 due to declining costs. This decrease in the reserve increased
our reported gross profit in fiscal 2010. In the prior year, our LIFO reserve
increased significantly due to rising costs, which decreased our reported gross
profit in that year.

14

---



Our raw
material costs fluctuated dramatically during fiscal 2009 and fiscal 2010. The
costs of the majority of our primary raw materials began to increase rapidly
and substantially in the first quarter of fiscal 2009 due to high demand and,
in some cases, constrained supply. We continued to experience those cost trends
through the third quarter of fiscal 2009. The costs for these raw materials
leveled off in the fourth quarter of fiscal 2009, before declining
significantly during fiscal 2010, with the costs at the end of fiscal 2010
substantially lower than they were in the at the end of fiscal 2009. Recently
our raw material costs have been more stable, although remaining at levels
significantly below the peak that occurred during the third and fourth quarters
of fiscal 2009.

Results of
Operations

The following
table sets forth certain items from our statement of income as a percentage of
sales from period to period:

|                                                       |  |              |       |              |  |              |     |  |       |    
|------------------------------------------------------ |  | ------------ | ----- | ------------ |  | ------------ | --- |  | ----- | ---
|                                                       |  | Fiscal
 2010 |       | Fiscal
 2009 |  | Fiscal
 2008 |    
|                                                      
|Sales                                                  |  |              | 100.0 | %            |  | 100.0        | %   |  | 100.0 | %  
|Cost of sales                                          |  |              | (74.9 | ) %          |  | (78.0        | ) % |  | (79.4 | ) %
|Gross profit                                           |  |              | 25.1  | %            |  | 22.0         | %   |  | 20.6  | %  
|Selling, general and
 administrative expenses          |  |              | (10.0 | ) %          |  | (8.8         | ) % |  | (14.2 | ) %
|Operating income                                       |  |              | 15.1  | %            |  | 13.1         | %   |  | 6.4   | %  
|Investment income                                      |  |              | 0.1   | %            |  | 0.1          | %   |  | 0.7   | %  
|Income from continuing
 operations before income taxes |  |              | 15.2  | %            |  | 13.2         | %   |  | 7.1   | %  
|Provision for income taxes                             |  |              | (6.1  | ) %          |  | (5.0         | ) % |  | (2.6  | ) %
|Income from continuing
 operations                     |  |              | 9.1   | %            |  | 8.2          | %   |  | 4.5   | %  
|Income from discontinued
 operations, net of tax       |  |              | 0.1   | %            |  | 0.2          | %   |  | 0.4   | %  
|Net income                                             |  |              | 9.2   | %            |  | 8.4          | %   |  | 4.9   | %  

Fiscal 2010 Compared to Fiscal 2009

Sales

Sales
decreased $27.3 million, or 9.6%, to $257.1 million for fiscal 2010, as
compared to sales of $284.4 million for fiscal 2009. The sales decrease was
primarily driven by lower selling prices for commodity bulk chemicals,
including caustic soda due to lower commodity chemical costs in fiscal 2010 as
compared to the prior year. Sales of these products were approximately 24.1% of
sales compared to approximately 33.3% in the previous year. The decline in bulk
chemical sales was partially offset by higher sales of our manufactured and
specialty chemical products.

Industrial Segment.
Industrial segment sales decreased $26.7 million, or 13.2%, to $174.9 million
for fiscal 2010. The sales decrease was primarily attributable to lower selling
prices for commodity bulk chemicals due to lower commodity chemical costs in
fiscal 2010 compared to the prior year. This was partially offset by higher
sales of manufactured and specialty chemical products.

Water Treatment Segment.
Water Treatment segment sales decreased $0.6 million, or 0.7%, to $82.2 million
for fiscal 2010. Increased sales of manufactured and specialty chemical
products were offset by decreases in selling prices for commodity chemicals due
to lower commodity chemical costs in fiscal 2010 compared to the prior year.

15

---



Gross Profit

Gross profit
was $64.4 million, or 25.1% of sales, for fiscal 2010, as compared to $62.4
million, or 22.0% of sales, for fiscal 2009. The LIFO method of valuing
inventory increased gross profit by $12.6 million for fiscal 2010 due to
decreases in certain raw material costs, whereas LIFO decreased gross profit by
$10.0 million in the prior year due to increases in certain raw material costs
during that period. The increase in gross profit as a percentage of sales was
primarily driven by our ability to maintain relatively stable margin dollars on
lower selling prices compared to the prior year, in addition to an increase in
sales of higher margin manufactured and specialty chemical products and the
LIFO reserve adjustments.

Industrial Segment.Gross
profit for the Industrial segment was $37.3 million, or 21.3% of sales, for
fiscal 2010, as compared to $41.5 million, or 20.6% of sales, for fiscal 2009.
In fiscal 2009, the gross profit dollars were significantly higher than
historical levels due to the sale of lower-cost inventory on hand during that
period of rapidly escalating commodity chemical prices as well as an increase
in profits realized on certain products where we had inventory available to
meet escalated demand during a period of constrained supply. By contrast, in
fiscal 2010, market conditions returned to levels more in line with our
historical experience and, as a result, our gross profit dollars were lower for
that period. Increased operational overhead costs, primarily related to the two
new facilities, also contributed to the lower gross profit levels in the
Industrial segment. The reductions were partially offset by higher profits
realized from the sale of manufactured and specialty chemical products. The
increase in gross profit margin as a percent of sales was primarily driven by
our ability to maintain relatively stable margin dollars on lower selling
prices compared to the prior year. The LIFO method of valuing inventory
positively impacted gross profit in this segment by $10.2 million in fiscal
2010, as compared to negatively impacting gross profit by $6.9 million in
fiscal 2009.

Water Treatment Segment.Gross
profit for the Water Treatment segment was $27.2 million, or 33.0% of sales,
for fiscal 2010, as compared to $21.0 million, or 25.3% of sales, for fiscal
2009. The higher gross profit dollars were primarily driven by a favorable
product mix change as sales of higher-margin manufactured and specialty
chemical products increased, and we experienced favorable weather conditions in
the first quarter of fiscal 2010 as compare to the first quarter of fiscal
2009. The increase in gross profit margin as a percent of sales was primarily
driven by our ability to maintain relatively stable margin dollars on lower
selling prices compared to the prior year. Additionally, the LIFO method of
valuing inventory positively impacted gross profit in this segment by $2.4
million in fiscal 2010, as compared to negatively impacting gross profit by
$3.1 million in fiscal 2009.

Selling, General and Administrative Expenses

Selling, general
and administrative (SG&A) expenses were $25.6 million, or 10.0% of sales,
for fiscal 2010, as compared to $25.1 million, or 8.8% of sales, for fiscal
2009. The increase in SG&A expenses was primarily the result of higher
equity incentive plan, variable pay plan and medical insurance costs partially
offset by lower bad debt expense. The increase as a percentage of sales was
primarily the result of the decrease in sales from fiscal 2009.

Operating Income

Operating
income was $38.8 million, or 15.1% of sales, for fiscal 2010, as compared to
$37.3 million, or 13.1% of sales, for fiscal 2009. A $6.1 million increase in
operating income for the Water Treatment segment, which was driven by higher
sales volumes for manufactured and specialty chemical products, was partially
offset by a $4.6 million decrease in operating income for the Industrial
segment. Both segments benefited from the LIFO method of valuing inventory in
fiscal 2010.

Investment Income

Investment
income was $0.3 million for fiscal 2010 and fiscal 2009. Investment income
remained flat year-over-year primarily due to lower yields on investments as
compared to the prior year.

Provision for Income Taxes

Our effective
income tax rate was 39.3% for fiscal 2010 compared to 37.8% for fiscal 2009.
The higher effective tax rate for fiscal 2010 was primarily due to decreased
permanent tax differences that served to reduce the effective tax rate in
fiscal 2009.

16

---



Fiscal 2009 Compared to Fiscal 2008

Sales

Sales
increased $97.7 million, or 52.3%, to $284.4 million for fiscal 2009, as
compared to sales of $186.7 million for fiscal 2008. Sales of bulk chemicals,
including caustic soda, were approximately 33% of sales compared to
approximately 34% in the previous year. Caustic soda volumes sold were comparable
to the prior year.

Industrial Segment.
Industrial segment sales increased $77.0 million, or 61.8%, to $201.6 million
for fiscal 2009. The sales increase was primarily attributable to increases in
selling prices related to rising material costs along existing product lines
and supply constraints for certain products as well as higher volumes in higher
value manufactured and specialty chemical products driven by increased demand.

Water Treatment Segment.
Water Treatment segment sales increased $20.7 million, or 33.3%, to $82.8
million for fiscal 2009. The sales increase was primarily attributable to price
increases related to increased material costs and expansion of sales of
existing product lines, including specialty chemical products, to new and
existing customers.

Gross Profit

Gross profit
was $62.4 million, or 22.0% of sales, for fiscal 2009, as compared to $38.5
million, or 20.6% of sales, for fiscal 2008. LIFO charges reduced gross profit
by $10.0 million in fiscal 2009 and $1.3 million in fiscal 2008. To more
accurately reflect their underlying nature, certain expenses that were
classified as selling, general and administrative expenses in fiscal 2008 are
now classified as cost of sales in fiscal 2009. These expenses totaled $3.5
million in fiscal 2008.

Industrial Segment.Gross
profit for the Industrial segment was $41.5 million, or 20.6% of sales, for
fiscal 2009, as compared to $19.8 million, or 15.9% of sales, for fiscal 2008.
The increases in gross profit and gross profit margin as a percent of sales
were primarily driven by the sale of lower-cost inventory on hand in a period
of rapidly escalating market prices and, to a lesser degree, an increase in
profits and volumes on certain products where we had the inventory to meet
escalating demand from current and new customers during a period of constrained
supply. This was partially offset by a decrease in demand for lower-margin
products sold into the agricultural markets during the second half of fiscal
2009 as compared to the second half of fiscal 2008. Additionally, charges
related to the LIFO method of valuing inventory negatively impacted gross
profit in this segment by $6.9 million in fiscal 2009, as compared to $0.9
million in fiscal 2008.

Water Treatment Segment.Gross
profit for the Water Treatment segment was $21.0 million, or 25.3% of sales,
for fiscal 2009, as compared to $18.7 million, or 30.2% of sales, for fiscal
2008. The increase in gross profit was primarily driven by the sale of
lower-cost inventory on hand and increased demand for specialty chemical
products. The decrease in gross profit margin as a percent of sales was due to
increased raw material costs. Additionally, charges related to the LIFO method
of valuing inventory negatively impacted gross profit in this segment by $3.1
million in fiscal 2009, as compared to $0.4 million in fiscal 2008.

Selling, General and Administrative Expenses

SG&A
expenses were $25.1 million, or 8.8% of sales, for fiscal 2009, as compared to
$26.5 million, or 14.2% of sales, for fiscal 2008. The decrease in expense in
fiscal 2009 was primarily due to the reclassification of certain expenses as
cost of sales in fiscal 2009, which were classified as SG&A in fiscal 2008.
These expenses totaled $3.5 million in fiscal 2008. Additionally, SG&A expenses
were reduced by the reduction of contractor and consulting fees related to our
implementation of an Enterprise Resource Planning (ERP) system and
approximately $0.3 million of non-recurring acquisition-related expenses
associated with the Trumark acquisition recorded in the first quarter of fiscal
2008. These reductions were partially offset by increased variable pay expenses
that we paid as a result of the higher profitability levels achieved in fiscal
2009.

17

---



Operating Income

Operating income
was $37.3 million, or 13.1% of sales, for fiscal 2009, as compared to $12.0
million, or 6.4% of sales, for fiscal 2008. Of the fiscal 2009 increase of
$25.3 million, $23.2 million was attributable to the Industrial segment, and
$2.1 million was attributable to the Water Treatment segment. The increases
were driven primarily by higher than usual profits on certain products due to
the sale of lower-cost inventory during a period of rapidly escalating
commodity chemical prices and higher margins caused by supply constraints for
certain products as well as higher volumes of sales of higher value
manufactured and specialty chemical products which were driven by increased
demand. Shortages of certain raw materials in our Industrial segment restricted
the ability of certain competitors to meet their customers product
requirements, while our inventory position allowed us to meet the requirements
of our current customer base and to expand our business and to add additional
customers.

Investment Income

Investment
income was $0.3 million for fiscal 2009, as compared to $1.3 million for fiscal
2008. The decrease was primarily due to lower average investment balances
during the year due to higher working capital requirements and capacity
expansion projects initiated during fiscal 2009. The decrease was also
attributable to lower yields on investment balances in the current year as
compared to the prior year.

Provision for Income Taxes

Our effective
income tax rate was 37.8% for fiscal 2009 compared to 36.4% for fiscal 2008.
The higher effective tax rate for fiscal 2009 as compared to fiscal 2008 was
primarily due to the increase in pre-tax income subject to higher marginal
income tax rates and the reversal of a valuation allowance and tax contingency
reserve in fiscal 2008.

Liquidity and
Capital Resources

Cash provided
by operations in fiscal 2010 was $38.8 million compared to $24.4 million in
fiscal 2009 and $12.2 million in fiscal 2008. The increase in cash provided by
operating activities in fiscal 2010 from fiscal 2009 was primarily due to
fluctuations in working capital balances and higher deferred tax liabilities.
Lower working capital balances provided $0.8 million in cash in fiscal 2010
whereas higher working capital balances used $8.4 million in cash in fiscal
2009. The net decrease in working capital balances in fiscal 2010 was primarily
due to declining commodity chemical costs and the resulting decrease in selling
prices which resulted in lower accounts receivable balances partially offset by
a lower income tax payable balance due to the timing of tax payments. The
increase in cash provided by operating activities in fiscal 2009 from fiscal
2008 was primarily due to the higher earnings reported in fiscal 2009. Due to
the nature of our operations, which includes purchases of large quantities of
bulk chemicals, the timing of purchases can result in significant changes in
working capital investment and the resulting operating cash flow. Historically,
our cash requirements for working capital increase during the period from April
through November as caustic soda inventory levels increase as the majority of
barges are received during this period.

Cash and
investments available-for-sale of $53.7 million at March 28, 2010 increased by
$24.1 million as compared with March 29, 2009, primarily due to the increase in
cash generated from operations that was partially offset by capital
expenditures and dividend payments. Investments available-for-sale as of March
28, 2010 consisted of certificates of deposit with maturities ranging from
three months to two years. The $29.5 million balance at March 29, 2009
consisted entirely of cash and cash equivalents.

Capital Expenditures

Capital
expenditures were $8.3 million in fiscal 2010, $14.2 million in fiscal 2009 and
$5.8 million in fiscal 2008. The total capital expenditures in fiscal 2010 for
our new facilities projects were approximately $2.5 million compared to $7.5
million in fiscal 2009. Additional significant capital expenditures during
fiscal 2010 consisted of approximately $1.3 million for business expansion and
process improvement projects, $1.5 million for other facility, regulatory and
safety improvements and $1.6 million for new and replacement route sales trucks
for the Water Treatment segment. We expect that recurring capital expenditures
for storage, facilities improvements, returnable containers, and route sales
trucks in fiscal 2011 will be comparable with the fiscal 2010 spend rate,
although we are projecting capital spending for regulatory security and safety compliance
will increase by approximately $3.0 million over the spend rate for these
categories in fiscal 2010.We expect our cash flows from operations will be
sufficient to fund our capital expenditures in fiscal 2011.

18

---



Dividends

During the
second quarter of fiscal 2010, our Board of Directors increased our semi-annual
cash dividend by 7.7% to $0.28 per share from $0.26 per share. In addition, due
to the Companys strong financial performance in fiscal 2009 and strong cash
position, the Board of Directors authorized a special dividend of $0.10 per
share to be paid concurrently with the semi-annual regular dividend in October
2009. We first started paying cash dividends in 1985 and have continued to do
so since. Future dividend levels will be dependent upon our results of
operations, financial position, cash flows and other factors, and will be
evaluated by our Board of Directors.

Off-Balance Sheet
Arrangements

We do not have
any off-balance sheet arrangements.

Contractual
Obligations and Commercial Commitments

The following
table provides aggregate information about our contractual payment obligations
and the periods in which payments are due:

|                                      |  |                        |     |      |   |      |  |      |     |      |   |                    |  |       |     |  |   |       |  |   |       | 
|------------------------------------- |  | ---------------------- | --- | ---- | - | ---- |  | ---- | --- | ---- | - | ------------------ |  | ----- | --- |  | - | ----- |  | - | ----- | 
|                                      |  | Payments due by period
|(In
 thousands)Contractual Obligation |  | 2011                   |     | 2012 |   | 2013 |  | 2014 |     | 2015 |   | More than
 5 Years |  | Total |    
|Operating lease obligations           |  | $                      | 631 |      | $ | 638  |  | $    | 652 |      | $ | 661                |  | $     | 664 |  | $ | 4,280 |  | $ | 7,526 | 

Critical Accounting
Policies

In preparing
the financial statements, we follow U.S. generally accepted accounting principles
(GAAP). The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, sales and expenses, and related disclosure of contingent assets
and liabilities. We re-evaluate our estimates on an on-going basis. Our
estimates are based on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions and conditions. We
consider the following policies to involve the most judgment in the preparation
of our financial statements.

Revenue Recognition 
We recognize revenue when there is evidence that the customer has agreed to
purchase the product, the price and terms of the sale are fixed, the product
has shipped and title passes to our customer, performance has occurred, and
collection of the receivable is reasonably assured.

Inventories 
Inventories are valued at the lower of cost or market. On a quarterly basis,
management assesses the inventory quantities on hand to estimated future usage
and sales and, if necessary, writes down to net realizable the value of
inventory deemed obsolete or excess. Though management considers these reserves
adequate and proper, changes in sales volumes due to unexpected economic or
competitive conditions are among the factors that could materially affect the
adequacy of this reserve.

LIFO Reserve 
Inventories are primarily valued at the lower of cost or market with cost being
determined using the LIFO method. We may incur significant fluctuations in our
gross margins due primarily to changes in the cost of a single, large-volume
component of inventory. The price of this inventory component may fluctuate
depending on the balance between supply and demand. Management reviews the LIFO
reserve on a quarterly basis.

Impairment of Long-Lived Assets
 We review the recoverability of
long-lived assets to be held and used, such as property, plant and equipment
and intangible assets subject to amortization, when events or changes in
circumstances occur that indicate the carrying value of the asset or asset
group may not be recoverable, such as prolonged industry downturn or
significant reductions in projected future cash flows. The assessment of
possible impairment is based on our ability to recover the carrying value of
the asset or asset group from the expected future pre-tax cash flows
(undiscounted) of the related operations. If these cash flows are less than the
carrying value of such asset or asset group, an impairment is recognized equal
to the amount by which the carrying value exceeds the fair value of the
long-lived assets. The measurement of impairment requires us to estimate future
cash flows and the fair value of long-lived assets. Significant judgments and
assumptions are required in the forecast of future operating results used in
the preparation of the estimated future cash flows. We periodically review the
appropriateness of the estimated useful lives of our long-lived assets. Changes
in these estimates could have a material effect on the assessment of long-lived
assets subject to amortization. There were no triggering events that required
material assets to be evaluated for impairment during fiscal 2010.

19

---



Income Taxes  In
the preparation of our financial statements, management calculates income
taxes. This includes estimating the current tax liability as well as assessing
temporary differences resulting from different treatment of items for tax and
book accounting purposes. These differences result in deferred tax assets and
liabilities, which are recorded on the balance sheet. These assets and
liabilities are analyzed regularly and management assesses the likelihood that
deferred tax assets will be recovered from future taxable income. A valuation
allowance is established to the extent that management believes that recovery
is not likely. Reserves are also established for potential and ongoing audits
of federal and state tax issues. We routinely monitor the potential impact of
such situations and believe that it is properly reserved. Valuations related to
amounts owed and tax rates could be impacted by changes to tax codes, changes
in statutory tax rates, our future taxable income levels and the results of tax
audits.

Recently Issued
Accounting Pronouncements

See Item 8,
Note 1  Nature of Business and Significant Accounting Policies of the Notes
to Financial Statements for information regarding recently adopted accounting
standards or accounting standards to be adopted in the future.

|         |                                                           
|-------- | ----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
 RISK

We are subject
to the risk inherent in the cyclical nature of commodity chemical prices.
However, we do not currently purchase forward contracts or otherwise engage in
hedging activities with respect to the purchase of commodity chemicals. We
attempt to pass changes in material prices on to our customers, however, there
are no assurances that we will be able to pass on the increases in the future.

20

---



|        |                                            
|------- | -------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Shareholders of Hawkins, Inc.:

We have audited the
accompanying balance sheet of Hawkins, Inc. (the Company) as of March 28, 2010,
and the related statements of income, shareholders equity, and cash flows for
the year ended March 28, 2010. In connection with our audit of the financial
statements, we have also audited the financial statement schedule listed in the
Index at Item 15, as of and for the year ended March 28, 2010. We also have
audited the Companys internal control over financial reporting as of March 28,
2010, based on criteria established in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Companys management is responsible for these financial statements
and financial statement schedule, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying
Managements Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule and an opinion on the Companys internal control
over financial reporting based on our audit.

We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audit of the financial
statements included examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.

A companys internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.

Because of its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the
financial statements referred to above present fairly, in all material
respects, the financial position of Hawkins, Inc. as of March 28, 2010, and the
results of its operations and its cash flows for the year ended March 28, 2010,
in conformity with U.S. generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein as of and for the year ended March
28, 2010. Furthermore, in our opinion, Hawkins, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
March 28, 2010, based on criteria established in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG LLP

Minneapolis, Minnesota
June 4, 2010

21

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board
of Directors and Shareholders of Hawkins, Inc.
Minneapolis, Minnesota

We have
audited the accompanying balance sheet of Hawkins, Inc. (the Company) as of
March 29, 2009, and the related consolidated statements of income,
shareholders equity, and cash flows for each of the two years in the period
ended March 29, 2009. These financial statements are the responsibility of the Companys management. Our audits also included the financial statement schedule
listed in the Index at Item 15. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of March 29, 2009,
and the results of their operations and their cash flows for each of the two
years in the period ended March 29, 2009, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

/s/ Deloitte
& Touche LLP

Minneapolis,
Minnesota
June 5, 2009

22

---



|                              
|------------------------------
|HAWKINS, INC. 
 BALANCE SHEETS
|                              

|                                                                                                                                                          |  |                |         |                |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | -------------- | - | ------- | -
|(In thousands, except share data)                                                                                                                         |  | March 28, 2010 |         | March 29, 2009 |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|ASSETS                                                                                                                                                    |  |                |         |                |   |         |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|CURRENT ASSETS:                                                                                                                                           |  |                |         |                |   |         |  
|Cash and cash equivalents                                                                                                                                 |  | $              | 18,772  |                | $ | 29,536  |  
|Investments available-for-sale                                                                                                                            |  |                | 25,928  |                |   |        |  
|Trade receivables  less allowance for
 doubtful accounts: $300 for 2010 and $350 for 2009                                                                |  |                | 24,832  |                |   | 28,883  |  
|Inventories                                                                                                                                               |  |                | 21,327  |                |   | 19,951  |  
|Income taxes receivable                                                                                                                                   |  |                | 4,430   |                |   | 1,728   |  
|Prepaid expenses and other current assets                                                                                                                 |  |                | 2,209   |                |   | 2,147   |  
|Assets held for sale                                                                                                                                      |  |                |        |                |   | 1,890   |  
|Total current assets                                                                                                                                      |  |                | 97,498  |                |   | 84,135  |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|PROPERTY, PLANT, AND EQUIPMENT:                                                                                                                           |  |                |         |                |   |         |  
|Land                                                                                                                                                      |  |                | 1,840   |                |   | 1,820   |  
|Buildings and improvements                                                                                                                                |  |                | 39,235  |                |   | 36,684  |  
|Machinery and equipment                                                                                                                                   |  |                | 28,476  |                |   | 25,645  |  
|Transportation equipment                                                                                                                                  |  |                | 11,933  |                |   | 10,577  |  
|Office furniture and equipment including
 computer systems                                                                                                |  |                | 11,237  |                |   | 11,030  |  
|                                                                                                                                                          |  |                | 92,721  |                |   | 85,756  |  
|Less accumulated depreciation and
 amortization                                                                                                           |  |                | 44,965  |                |   | 40,136  |  
|Net property, plant, and equipment                                                                                                                        |  |                | 47,756  |                |   | 45,620  |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|OTHER ASSETS:                                                                                                                                             |  |                |         |                |   |         |  
|Goodwill and intangible assets  less
 accumulated amortization: $851 for 2010 and $2,556 for 2009                                                        |  |                | 4,839   |                |   | 6,440   |  
|Long-term investments                                                                                                                                     |  |                | 8,972   |                |   |        |  
|Other                                                                                                                                                     |  |                | 1,228   |                |   | 95      |  
|Total other assets                                                                                                                                        |  |                | 15,039  |                |   | 6,535   |  
|                                                                                                                                                          |  | $              | 160,293 |                | $ | 136,290 |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                      |  |                |         |                |   |         |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|CURRENT LIABILITIES:                                                                                                                                      |  |                |         |                |   |         |  
|Accounts payabletrade                                                                                                                                    |  | $              | 13,940  |                | $ | 14,426  |  
|Dividends payable                                                                                                                                         |  |                | 2,879   |                |   | 2,666   |  
|Accrued payroll and employee benefits                                                                                                                     |  |                | 7,908   |                |   | 8,212   |  
|Deferred income taxes                                                                                                                                     |  |                | 3,364   |                |   |        |  
|Container deposits                                                                                                                                        |  |                | 924     |                |   | 946     |  
|Other accruals                                                                                                                                            |  |                | 1,592   |                |   | 1,586   |  
|Total current liabilities                                                                                                                                 |  |                | 30,607  |                |   | 27,836  |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|OTHER LONG-TERM LIABILITIES                                                                                                                               |  |                | 633     |                |   | 604     |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|DEFERRED INCOME TAXES                                                                                                                                     |  |                | 7,555   |                |   | 4,120   |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                             |  |                |         |                |   |         |  
|                                                                                                                                                          |  |                |         |                |   |         |  
|SHAREHOLDERS EQUITY:                                                                                                                                     |  |                |         |                |   |         |  
|Common stock; authorized: 30,000,000 shares
 of $0.05 par value; 10,253,458 and 10,246,458 shares issued and outstanding
 for 2010 and 2009, respectively |  |                | 513     |                |   | 512     |  
|Additional paid-in capital                                                                                                                                |  |                | 39,027  |                |   | 38,368  |  
|Retained earnings                                                                                                                                         |  |                | 81,921  |                |   | 64,860  |  
|Accumulated other comprehensive income
 (loss)                                                                                                            |  |                | 37      |                |   | (10     | )
|Total shareholders equity                                                                                                                                |  |                | 121,498 |                |   | 103,730 |  
|                                                                                                                                                          |  | $              | 160,293 |                | $ | 136,290 |  

See accompanying notes to financial statements.

23

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|                     
|---------------------
|HAWKINS,
 INC.       
|STATEMENTS
 OF INCOME
|                     

|                                                       |  |                   |            |                |   |                |   |   |            |  
|------------------------------------------------------ |  | ----------------- | ---------- | -------------- | - | -------------- | - | - | ---------- | -
|                                                       |  | Fiscal Year Ended
|(In thousands, except share and per-share data)        |  | March 28, 2010    |            | March 29, 2009 |   | March 30, 2008 |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Sales                                                  |  | $                 | 257,099    |                | $ | 284,356        |   | $ | 186,664    |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Cost of sales                                          |  |                   | (192,654   | )              |   | (221,936       | ) |   | (148,136   | )
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Gross profit                                           |  |                   | 64,445     |                |   | 62,420         |   |   | 38,528     |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Selling, general and
 administrative expenses          |  |                   | (25,605    | )              |   | (25,083        | ) |   | (26,524    | )
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Operating income                                       |  |                   | 38,840     |                |   | 37,337         |   |   | 12,004     |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Investment income                                      |  |                   | 286        |                |   | 338            |   |   | 1,341      |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Income from continuing
 operations before income taxes |  |                   | 39,126     |                |   | 37,675         |   |   | 13,345     |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Provision for income taxes                             |  |                   | (15,388    | )              |   | (14,251        | ) |   | (4,857     | )
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Income from continuing
 operations                     |  |                   | 23,738     |                |   | 23,424         |   |   | 8,488      |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Income from discontinued
 operations, net of tax       |  |                   | 109        |                |   | 340            |   |   | 622        |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Net income                                             |  | $                 | 23,847     |                | $ | 23,764         |   | $ | 9,110      |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Weighted average number of
 shares outstanding-basic   |  |                   | 10,250,978 |                |   | 10,243,970     |   |   | 10,213,225 |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Weighted average number of
 shares outstanding-diluted |  |                   | 10,282,993 |                |   | 10,249,027     |   |   | 10,214,387 |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Basic earnings per share                               |  |                   |            |                |   |                |   |   |            |  
|Earnings per share from continuing operations          |  | $                 | 2.32       |                | $ | 2.29           |   | $ | 0.83       |  
|Earnings per share from discontinued operations        |  |                   | 0.01       |                |   | 0.03           |   |   | 0.06       |  
|Basic earnings per share                               |  | $                 | 2.33       |                | $ | 2.32           |   | $ | 0.89       |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Diluted earnings per share                             |  |                   |            |                |   |                |   |   |            |  
|Earnings per share from continuing operations          |  | $                 | 2.31       |                | $ | 2.29           |   | $ | 0.83       |  
|Earnings per share from discontinued operations        |  |                   | 0.01       |                |   | 0.03           |   |   | 0.06       |  
|Diluted earnings per share                             |  | $                 | 2.32       |                | $ | 2.32           |   | $ | 0.89       |  
|                                                       |  |                   |            |                |   |                |   |   |            |  
|Cash dividends declared per
 common share              |  | $                 | 0.66       |                | $ | 0.52           |   | $ | 0.48       |  

See accompanying notes to financial statements.

24

---



|                                  
|----------------------------------
|HAWKINS,
 INC.                    
|STATEMENTS OF SHAREHOLDERS EQUITY
|                                  

|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|------------------------------------------------------------- |  | ------------ | ---------- | ------ | ------------------ | ---------------------------- | - | - | ------ | ------------------------------------------------ | ---------------------------- | ------ | - | - | --- | - | - | ------- | -
|                                                              |  |              |            |        |                    |                              |   |   |        | Accumulated
 Other
 Comprehensive
 Income (Loss) |                              |        |  
|                                                              |  |              |            |        |                    | Additional
 Paid-in
 Capital |   |   |        |                                                  | Total
 Shareholders
 Equity |       
|                                                              |  | Common Stock |            |        | Retained
 Earnings |                              |   |  
|(In thousands, except share data)                             |  | Shares       |            | Amount |                    |                              |   |   |       
|                                                             
|BALANCEApril 1, 2007                                         |  |              | 10,171,496 |        | $                  | 509                          |   | $ | 37,242 |                                                  | $                            | 42,241 |   | $ | (14 | ) | $ | 79,978  |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Cash dividends                                                |  |              |            |        |                    |                              |   |   |        |                                                  |                              | (4,923 | ) |   |     |   |   | (4,923  | )
|Shares surrendered for payroll taxes                          |  |              | (17,626    | )      |                    | (1                           | ) |   | (258   | )                                                |                              |        |   |   |     |   |   | (259    | )
|Restricted stock compensation                                 |  |              |            |        |                    |                              |   |   | 523    |                                                  |                              |        |   |   |     |   |   | 523     |  
|Vesting of restricted stock                                   |  |              | 45,257     |        |                    | 2                            |   |   | (2     | )                                                |                              |        |   |   |     |   |   |        |  
|Acquisition of Trumark                                        |  |              | 40,331     |        |                    | 2                            |   |   | 586    |                                                  |                              |        |   |   |     |   |   | 588     |  
|Comprehensive income:                                         |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Unrealized loss on available-for-sale investments, net of tax |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | (2  | ) |   | (2      | )
|Unrealized gain on post-retirement plan liability, net of tax |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | 6   |   |   | 6       |  
|Net income                                                    |  |              |            |        |                    |                              |   |   |        |                                                  |                              | 9,110  |   |   |     |   |   | 9,110   |  
|Comprehensive income                                          |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   | 9,114   |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|BALANCEMarch 30, 2008                                        |  |              | 10,239,458 |        |                    | 512                          |   |   | 38,091 |                                                  |                              | 46,428 |   |   | (10 | ) |   | 85,021  |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Cash dividends                                                |  |              |            |        |                    |                              |   |   |        |                                                  |                              | (5,332 | ) |   |     |   |   | (5,332  | )
|Stock compensation expense                                    |  |              |            |        |                    |                              |   |   | 277    |                                                  |                              |        |   |   |     |   |   | 277     |  
|Vesting of restricted stock                                   |  |              | 7,000      |        |                    |                             |   |   |       |                                                  |                              |        |   |   |     |   |   |        |  
|Comprehensive income:                                         |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Adjustment for sale of securities, net of tax                 |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | 6   |   |   | 6       |  
|Unrealized loss on post-retirement plan liability, net of tax |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | (6  | ) |   | (6      | )
|Net income                                                    |  |              |            |        |                    |                              |   |   |        |                                                  |                              | 23,764 |   |   |     |   |   | 23,764  |  
|Comprehensive income                                          |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   | 23,764  |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|BALANCEMarch 29, 2009                                        |  |              | 10,246,458 |        |                    | 512                          |   |   | 38,368 |                                                  |                              | 64,860 |   |   | (10 | ) |   | 103,730 |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Cash dividends                                                |  |              |            |        |                    |                              |   |   |        |                                                  |                              | (6,786 | ) |   |     |   |   | (6,786  | )
|Stock compensation expense                                    |  |              |            |        |                    |                              |   |   | 659    |                                                  |                              |        |   |   |     |   |   | 659     |  
|Vesting of restricted stock                                   |  |              | 7,000      |        |                    | 1                            |   |   |        |                                                  |                              |        |   |   |     |   |   | 1       |  
|Comprehensive income:                                         |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|Unrealized gain on available-for-sale investments, net of tax |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | 66  |   |   | 66      |  
|Unrealized loss on post-retirement plan liability, net of tax |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   | (19 | ) |   | (19     | )
|Net income                                                    |  |              |            |        |                    |                              |   |   |        |                                                  |                              | 23,847 |   |   |     |   |   | 23,847  |  
|Comprehensive income                                          |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   | 23,894  |  
|                                                              |  |              |            |        |                    |                              |   |   |        |                                                  |                              |        |   |   |     |   |   |         |  
|BALANCEMarch 28, 2010                                        |  |              | 10,253,458 |        | $                  | 513                          |   | $ | 39,027 |                                                  | $                            | 81,921 |   | $ | 37  |   | $ | 121,498 |  

See accompanying notes to financial statements.

25

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|                         
|-------------------------
|HAWKINS,
 INC.           
|STATEMENTS
 OF CASH FLOWS
|                         

|                                                      |  |                   |         |                |   |                |   |   |        |  
|----------------------------------------------------- |  | ----------------- | ------- | -------------- | - | -------------- | - | - | ------ | -
|                                                      |  | Fiscal Year Ended |        
|(In thousands)                                        |  | March 28, 2010    |         | March 29, 2009 |   | March 30, 2008 |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|CASH FLOWS FROM OPERATING
 ACTIVITIES:                |  |                   |         |                |   |                |   |   |        |  
|Net income                                            |  | $                 | 23,847  |                | $ | 23,764         |   | $ | 9,110  |  
|Reconciliation to cash flows:                         |  |                   |         |                |   |                |   |   |        |  
|Depreciation and amortization                         |  |                   | 6,292   |                |   | 5,581          |   |   | 5,249  |  
|Deferred income taxes                                 |  |                   | 7,152   |                |   | 3,046          |   |   | 678    |  
|Stock compensation expense                            |  |                   | 659     |                |   | 277            |   |   | 523    |  
|Loss (gain) on sale of investments                    |  |                   |        |                |   | 16             |   |   | (247   | )
|Loss from property disposals                          |  |                   | 12      |                |   | 114            |   |   | 91     |  
|Changes in operating accounts (using) providing cash: |  |                   |         |                |   |                |   |   |        |  
|Trade receivables                                     |  |                   | 4,050   |                |   | (5,095         | ) |   | (3,010 | )
|Inventories                                           |  |                   | 514     |                |   | (7,830         | ) |   | (959   | )
|Accounts payable                                      |  |                   | (462    | )              |   | 1,844          |   |   | 119    |  
|Accrued liabilities                                   |  |                   | (322    | )              |   | 2,765          |   |   | 645    |  
|Income taxes                                          |  |                   | (2,404  | )              |   | (176           | ) |   | (375   | )
|Other                                                 |  |                   | (556    | )              |   | 123            |   |   | 381    |  
|Net
 cash provided by operating activities            |  |                   | 38,782  |                |   | 24,429         |   |   | 12,205 |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|CASH FLOWS FROM INVESTING
 ACTIVITIES:                |  |                   |         |                |   |                |   |   |        |  
|Additions to property, plant, and equipment           |  |                   | (8,331  | )              |   | (14,211        | ) |   | (5,778 | )
|Purchases of investments                              |  |                   | (41,240 | )              |   |               |   |   |       |  
|Sale and maturities of investments                    |  |                   | 6,450   |                |   | 2,841          |   |   | 14,069 |  
|Proceeds from property disposals                      |  |                   | 148     |                |   | 93             |   |   | 94     |  
|Acquisition of Trumark                                |  |                   |        |                |   |               |   |   | (5,963 | )
|Net
 cash (used in) provided by investing activities  |  |                   | (42,973 | )              |   | (11,277        | ) |   | 2,422  |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|CASH FLOWS FROM FINANCING
 ACTIVITIES:                |  |                   |         |                |   |                |   |   |        |  
|Cash dividends paid                                   |  |                   | (6,573  | )              |   | (5,125         | ) |   | (4,711 | )
|Net
 cash used in financing activities                |  |                   | (6,573  | )              |   | (5,125         | ) |   | (4,711 | )
|                                                      |  |                   |         |                |   |                |   |   |        |  
|NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS |  |                   | (10,764 | )              |   | 8,027          |   |   | 9,916  |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|CASH AND CASH EQUIVALENTS                             |  |                   |         |                |   |                |   |   |        |  
|Beginning of period                                   |  |                   | 29,536  |                |   | 21,509         |   |   | 11,593 |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|CASH AND CASH EQUIVALENTS                             |  |                   |         |                |   |                |   |   |        |  
|End of period                                         |  | $                 | 18,772  |                | $ | 29,536         |   | $ | 21,509 |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION    |  |                   |         |                |   |                |   |   |        |  
|Cash paid during the year for income taxes            |  | $                 | 10,654  |                | $ | 11,588         |   | $ | 4,900  |  
|                                                      |  |                   |         |                |   |                |   |   |        |  
|Noncash investing activities:                         |  |                   |         |                |   |                |   |   |        |  
|Capital expenditures in accounts payable              |  | $                 | 1,118   |                | $ | 1,142          |   | $ | 341    |  
|Stock issued for acquisition of Trumark               |  | $                 |        |                | $ |               |   | $ | 588    |  

See accompanying notes to financial statements.

26

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|                             
|-----------------------------
|HAWKINS, INC.                
|NOTES TO FINANCIAL STATEMENTS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Nature of BusinessWe
 have two reportable segments: Industrial and Water Treatment. The Industrial
 Group operates our Industrial segment and specializes in providing industrial
 chemicals, products and services to the agriculture, energy, electronics,
 food, chemical processing, pulp and paper, pharmaceutical, medical device and
 plating industries. The group also manufactures and sells certain food-grade
 products, including our patented Cheese Phos® liquid phosphate, lactates and
 other blended products. The Water Treatment Group operates our Water
 Treatment segment and specializes in providing chemicals, equipment and
 solutions for potable water, municipal and industrial wastewater, industrial
 process water and non-residential swimming pool water. The group has the
 resources and flexibility to treat systems ranging in size from a small
 single well to a multi-million gallon-per-day facility.                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Fiscal YearOur
 fiscal year is a 52/53-week year ending on the Sunday closest to March 31.
 The fiscal years ended March 28, 2010 (fiscal 2010), March 29, 2009
 (fiscal 2009), and March 30, 2008 (fiscal 2008) were 52-week years. Our
 fiscal year ending April 3, 2011 (fiscal 2011) will be a 53-week year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | EstimatesThe
 preparation of financial statements in conformity with U.S. generally
 accepted accounting principles (GAAP) requires management to make estimates
 and assumptions that affect the reported amounts of assets and liabilities
 and disclosure of contingent assets and liabilities at the date of the
 financial statements and the reported amounts of revenues and expenses during
 the reported period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Revenue RecognitionWe recognize revenue when there is evidence that the customer has agreed to
 purchase the product, the price and terms of the sale are fixed, the product
 has shipped and title passes to our customer, performance has occurred, and
 collection of the receivable is reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Shipping and HandlingAll shipping and handling amounts
 billed to customers are included in revenues. Costs incurred related to the
 shipping and handling of products are included in cost of sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Fair Value MeasurementsIn September 2006, the Financial Accounting Standards Board (FASB) issued
 an accounting standard codified in ASC 820 Fair Value Measurements and
 Disclosures. This standard provides a single definition for fair value,
 establishes a framework for measuring fair value and expands disclosures
 about fair value measurements. Under this standard, fair value is defined as
 the exit price, or the amount that would be received to sell an asset or paid
 to transfer a liability in an orderly transaction between market participants
 as of the measurement date. This standard also establishes a hierarchy for
 inputs used in measuring fair value that maximizes the use of observable
 inputs and minimizes the use of unobservable inputs by requiring that the
 most observable inputs be used when available. Observable inputs are inputs
 market participants would use in valuing the asset or liability developed
 based on market data obtained from sources independent of us. Unobservable
 inputs are inputs that reflect our assumptions about the factors market
 participants would use in valuing the asset or liability developed based upon
 the best information available in the circumstances.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | We adopted
 the standard as amended by subsequent FASB standards at the beginning of
 fiscal 2009 with respect to fair value measurements of financial assets and
 liabilities and the beginning of fiscal 2010 for nonfinancial assets and
 liabilities that are recognized or disclosed at fair value in our financial
 statements on a recurring basis (at least annually).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The
 financial assets and liabilities that are re-measured and reported at fair
 value for each reporting period include marketable securities. There were no
 fair value measurements with respect to nonfinancial assets or liabilities
 that are recognized or disclosed at fair value in our financial statements on
 a recurring basis subsequent to the effective date of this standard. The
 adoption did not have a material impact on our financial condition, results of
 operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

27

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assets and liabilities
 measured at fair value are classified using the following hierarchy, which is
 based upon the transparency of inputs to the valuation as of the measurement
 date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Level 1: Valuation is based on observable
 inputs such as quoted market prices (unadjusted) for identical assets or
 liabilities in active markets.                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Level 2: Valuation is based on inputs such
 as quoted market prices for similar assets or liabilities in active markets
 or other inputs that are observable for the asset or liability, either
 directly or indirectly, for substantially the full term of the financial
 instrument.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Level 3: Valuation is based upon other
 unobservable inputs that are significant to the fair value measurement.                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | In making
 fair value measurements, observable market data must be used when available.
 When inputs used to measure fair value fall within different levels of the
 hierarchy, the level within which the fair value measurement is categorized
 is based on the lowest level input that is significant to the fair value
 measurement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | Cash EquivalentsCash
 equivalents include all liquid debt instruments (primarily cash funds, money
 market accounts and certificates of deposit) purchased with an original
 maturity of three months or less. The balances maintained at financial
 institutions may, at times, exceed federally insured limits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | InvestmentsAvailable-for-sale securitiesconsist of
 certificates of deposit and are valued at current market value, with the
 resulting unrealized gains and losses excluded from earnings and reported,
 net of tax, as a separate component of shareholders equity until realized.
 Any impairment loss to reduce an investments carrying amount to its fair
 market value is recognized in income when a decline in the fair market value
 of an individual security below its cost or carrying value is determined to
 be other than temporary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | Trade Receivables and Concentrations of
 Credit RiskFinancial instruments, which
 potentially subject us to a concentration of credit risk, principally consist
 of trade receivables. We sell our principal products to a large number of
 customers in many different industries. There are no concentrations of
 business transacted with a particular customer or sales from a particular
 service or geographic area that would significantly impact us in the near
 term. To reduce credit risk, we routinely assess the financial strength of
 our customers. We record an allowance for doubtful accounts; reducing our
 receivables to an amount we estimate is collectible from our customers.
 Estimates used in determining the allowance for doubtful accounts are based
 on historical collection experience, current trends, aging of accounts
 receivable and periodic evaluations of our customers financial condition. We
 invest our excess cash balances at times in certificates of deposit and a money
 market account at two separate financial institutions where the cash balances
 may exceed federally insured limits. The institutions are two of the largest
 commercial banking institutions in the country and both have maintained a AA
 credit rating.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | InventoriesInventories,
 consisting primarily of finished goods, are primarily valued at the lower of
 cost or net realizable value, with cost being determined using the last-in,
 first-out (LIFO) method. The cost of the March 29, 2009 inventory balance
 of $1.9 million and classified as assets held for sale, related to the
 discontinued operations of the Pharmaceutical segment was determined using
 the first-in, first-out (FIFO) method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | Property, Plant and EquipmentProperty
 is stated at cost and depreciated or amortized over the lives of the assets,
 using both straight-line and declining-balance methods. Estimated lives are:
 10 to 40 years for buildings and improvements; 3 to 20 years for machinery
 and equipment; 3 to 10 years for transportation equipment; and 3 to 10 years
 for office furniture and equipment including computer systems.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
| | Significant
 improvements that add to productive capacity or extend the lives of
 properties are capitalized. Costs for repairs and maintenance are charged to
 expense as incurred. When property is retired or otherwise disposed of, the
 cost and related accumulated depreciation or amortization are removed from
 the accounts and any related gains or losses are included in income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

28

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We review
 the recoverability of long-lived assets to be held and used, such as
 property, plant and equipment, when events or changes in circumstances occur
 that indicate the carrying value of the asset or asset group may not be
 recoverable, such as prolonged industry downturn or significant reductions in
 projected future cash flows. The assessment of possible impairment is based
 on our ability to recover the carrying value of the asset or asset group from
 the expected future pre-tax cash flows (undiscounted)
 of the related operations. If these cash flows are less than the carrying
 value of such asset or asset group, an impairment loss would be measured by
 the amount the carrying value exceeds the fair value of the long-lived
 assets. The measurement of impairment requires us to estimate future cash
 flows and the fair value of long-lived assets. No material long-lived assets
 were determined to be impaired during fiscal 2010, 2009, or 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Goodwill and Identifiable Intangible AssetsGoodwill represents the excess of the cost of acquired businesses over the
 fair value of identifiable tangible net assets and identifiable intangible
 assets purchased. Goodwill is tested at least annually for impairment, and is
 tested for impairment more frequently if events or changes in circumstances
 indicate that the asset might be impaired. The impairment test is performed
 using a two-step process. In the first step, the fair value of the reporting
 unit is compared with the carrying amount of the reporting unit, including
 goodwill. If the estimated fair value is less than the carrying amount of the
 reporting unit, an indication that goodwill impairment exists and a second
 step must be completed in order to determine the amount of the goodwill
 impairment, if any, which should be recorded. In the second step, an
 impairment loss would be recognized for any excess of the carrying amount of
 the reporting units goodwill over the implied fair value of that goodwill.
 The implied fair value of goodwill is determined by allocating the fair value
 of the reporting unit in a manner similar to a purchase price allocation. The
 fair value of the reporting unit is determined using a discounted cash flow
 analysis. Projecting discounted future cash flows requires us to make
 significant estimates regarding future revenues and expenses, projected
 capital expenditures, changes in working capital and the appropriate discount
 rate. The projections also take into account several factors including
 current and estimated economic trends and outlook, costs of raw materials,
 consideration of our market capitalization in comparison to the estimated
 fair values of our reporting units determined using discounted cash flow
 analyses and other factors which are beyond our control.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Our primary
 identifiable intangible assets include customer lists, trade secrets,
 non-compete agreements, trademarks, and trade names acquired in previous
 business acquisitions. Identifiable intangibles with finite lives are
 amortized and those identifiable intangibles with indefinite lives are not
 amortized. The values assigned to the intangible assets with finite lives are
 being amortized on average over approximately 13 years. Identifiable
 intangible assets that are subject to amortization are evaluated for
 impairment whenever events or changes in circumstances indicate that the
 carrying amount may not be recoverable. Identifiable intangible assets not
 subject to amortization are tested for impairment annually or more frequently
 if events warrant. The impairment test consists of a comparison of the fair
 value of the intangible asset with its carrying amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | We completed
 step one of our annual goodwill impairment evaluation during the fourth
 quarter of fiscal 2010 and determined that the reporting units fair value
 exceeded its carrying value. Accordingly, step two of the impairment analysis
 was not required. We also completed an impairment test of intangible assets
 not subject to amortization during the fourth quarter, in which the fair
 value exceeded the carrying amount. Additionally, no impairment charges were
 required for fiscal 2009 or 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Income TaxesIn
 the preparation of our financial statements, management calculates income
 taxes based upon the estimated effective rate applicable to operating results
 for the full fiscal year. This includes estimating the current tax liability
 as well as assessing differences resulting from different treatment of items
 for tax and book accounting purposes. These differences result in deferred
 tax assets and liabilities, which are recorded on the balance sheet. These
 assets and liabilities are analyzed regularly and management assesses the
 likelihood that deferred tax assets will be recovered from future taxable
 income. We record any interest and penalties related to income taxes as
 income tax expense in the statements of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The effect
 of income tax positions are recognized only if those positions are more
 likely than not of being sustained. Changes in recognition or measurement are
 made as facts and circumstances change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

29

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Stock-Based CompensationWe account for stock-based compensation
 on a fair value basis. The estimated grant date fair value of each
 stock-based award is recognized in expense over the requisite service period
 (generally the vesting period). The estimated fair value of each option is
 calculated using the Black-Scholes option-pricing model. Non-vested share
 awards are recorded as compensation expense over the requisite service
 periods based on the market value on the date of grant.           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Earnings Per ShareBasic earnings per share (EPS) are
 computed by dividing net income by the weighted-average number of common
 shares outstanding. Diluted EPS are computed by dividing net income by the
 weighted-average number of common shares outstanding including the
 incremental shares assumed to be issued upon the exercise of stock options
 and the incremental shares assumed to be issued as performance units and
 restricted stock. Basic and diluted EPS were calculated using the following:

|                                                                           |  |                |            |                |  |                |  |  |            | 
|-------------------------------------------------------------------------- |  | -------------- | ---------- | -------------- |  | -------------- |  |  | ---------- | 
|                                                                           |  | March 28, 2010 |            | March 29, 2009 |  | March 30, 2008 | 
|                                                                           |  |                |            |                |  |                |  |  |            | 
|Weighted average common shares outstanding  basic                         |  |                | 10,250,978 |                |  | 10,243,970     |  |  | 10,213,225 | 
|Dilutive impact of stock
 options, performance units, and restricted stock |  |                | 32,015     |                |  | 5,057          |  |  | 1,162      | 
|Weighted average common shares outstanding  diluted                       |  |                | 10,282,993 |                |  | 10,249,027     |  |  | 10,214,387 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Stock
 options totaling 70,665 in fiscal 2010 and 61,332 in fiscal 2009 have been
 excluded from the calculation of diluted EPS because the effect of including
 the shares would be anti-dilutive. There were no stock options outstanding
 during fiscal 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Derivative Instruments and Hedging
 ActivitiesWe do not have any freestanding or
 embedded derivatives and it is our policy to not enter into contracts that
 contain them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Recently Issued Accounting PronouncementsIn June 2009, the FASB issued a standard that established the FASB Accounting
 Standards Codification (ASC) and amended the hierarchy of GAAP such that
 the ASC became the single source of authoritative nongovernmental U.S. GAAP.
 The ASC did not change current U.S. GAAP, but was intended to simplify user
 access to all authoritative U.S. GAAP by providing all the authoritative
 literature related to a particular topic in one place. All previously
 existing accounting standard documents were superseded and all other accounting
 literature not included in the ASC is considered non-authoritative. New
 accounting standards issued subsequent to June 30, 2009 are communicated by
 the FASB through Accounting Standards Updates (ASUs). This standard was
 effective for us in the third quarter of fiscal 2010. This standard did not
 have an impact on our consolidated results of operations or financial
 condition. However, throughout the notes to the consolidated financial
 statements references that were previously made to various former authoritative
 U.S. GAAP pronouncements have been changed to coincide with the appropriate
 section of the ASC.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In February
 2009, we agreed to sell our inventory and entered into a marketing agreement
 regarding the business of our Pharmaceutical segment, which provided
 pharmaceutical chemicals to retail pharmacies and small-scale pharmaceutical
 manufacturers. On May 22, 2009 the majority of the inventory was sold for
 cash of approximately $1.6 million which approximated its carrying value. The
 remaining inventory, with a carrying value of approximately $0.1 million, was
 sold during fiscal 2010. The agreement provides for annual payments based on
 a percentage of gross profit on future sales up to a maximum of approximately
 $3.7 million. We have no significant remaining obligations to fulfill under
 the agreement. We have recorded a receivable of approximately $1.7 million, equal to the
 carrying value of the assets that were related to this business. We estimate
 that the first year payment under the agreement due in July 2010 will be
 approximately $0.7 million and we have classified this portion of the
 receivable as current on the fiscal 2010 balance sheet. Amounts received in
 excess of the approximately $1.7 million will be recorded as a gain on sale
 of discontinued operations in future periods. The results of the
 Pharmaceutical segment have been reported as discontinued operations for all
 periods presented. The Pharmaceutical segment inventories as of March 29,
 2009 were classified as held for sale.

30

---



|   |                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | CASH AND CASH EQUIVALENTS AND INVESTMENTS                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                         
|   | The
 following table presents information about our financial assets and
 liabilities that are measured at fair value on a recurring basis as of March
 28, 2010, and indicates the fair value hierarchy of the valuation techniques
 utilized to determine such fair value. No available-for-sale securities existed at March 29, 2009.

|                        |  |           |        |         |   |         |  |         |        |  |   |   | 
|----------------------- |  | --------- | ------ | ------- | - | ------- |  | ------- | ------ |  | - | - | 
|Description             |  | March 28, |        |         |   |         |  |         |        |  |   |  
|(In thousands)          |  | 2010      |        | Level 1 |   | Level 2 |  | Level 3 |       
|Assets:                 |  |           |        |         |   |         |  |         |        |  |   |   | 
|Cash                    |  | $         | 18,661 |         | $ | 18,661  |  | $       |       |  | $ |  | 
|Certificates of deposit |  |           | 34,900 |         |   |        |  |         | 34,900 |  |   |  | 
|Money market securities |  |           | 111    |         |   | 111     |  |         |       |  |   |  | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our
 financial assets that are measured at fair value on a recurring basis are
 certificates of deposit (CDs), with maturities ranging from three months to
 two years which fall within valuation technique Level 2. The CDs are
 classified as investments in current assets and noncurrent assets on the
 Balance Sheets. As of March 28, 2010, the CDs in current assets have a fair
 value of $25.9 million, and in noncurrent assets, the CDs have a fair value
 of $9.0 million.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The carrying
 value of cash and cash equivalents accounts approximates fair value, as
 maturities are three months or less. We did not have any financial liability
 instruments subject to recurring fair value measurements as of March 28,
 2010.                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The
 contractual maturities of available-for-sale securities at March 28, 2010 are
 shown in the table below.                                                                                                                                                                                                                                                                                                                                                                                

|                                     |  |                  |        |            |   |                    |  |   |     | 
|------------------------------------ |  | ---------------- | ------ | ---------- | - | ------------------ |  | - | --- | 
|(In
 thousands)                      |  | Amortized 
 Cost |        | Fair Value |   | Unrealized 
 Gains | 
|Within one year                      |  | $                | 25,890 |            | $ | 25,928             |  | $ | 38  | 
|Between one and two years            |  |                  | 8,900  |            |   | 8,972              |  |   | 72  | 
|Total available-for-sale
 securities |  | $                | 34,790 |            | $ | 34,900             |  | $ | 110 | 

|   |                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------
|   | Realized
 gains and losses were not material for fiscal 2010 and fiscal 2009; we
 recognized $0.2 million in gains during fiscal 2008.
|   |                                                                                                                                       
|4. | INVENTORIES                                                                                                                           
|   |                                                                                                                                       
|   | Inventories
 at March 28, 2010 and March 29, 2009 consisted of the following:                                                         

|                             |  |      |        |      |   |         |  
|---------------------------- |  | ---- | ------ | ---- | - | ------- | -
|(In
 thousands)              |  | 2010 |        | 2009 |  
|Finished
 goods (FIFO basis) |  | $    | 23,258 |      | $ | 34,479  |  
|LIFO reserve                 |  |      | (1,931 | )    |   | (14,528 | )
|Net
 inventory               |  | $    | 21,327 |      | $ | 19,951  |  

| |                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The FIFO
 value of inventories accounted for under the LIFO method were $23.1 million
 at March 28, 2010 and $34.3 million at March 29, 2009. The remainder of the
 inventory was valued and accounted for under the FIFO method.             
| |                                                                                                                                                                                                                                               
| | We decreased
 the LIFO reserve by $12.6 million in fiscal 2010 and increased the reserve by
 $10.0 million in fiscal 2009 due primarily to significant changes in
 inventory costs in both years, as well as changes in inventory product mix.

31

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The carrying
 amount of goodwill for fiscal 2010 and 2009 was $1.2 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Intangible
 assets consist primarily of customer lists, trade secrets and non-compete
 agreements classified as finite life and trademarks and trade names
 classified as indefinite life, related to previous business acquisitions.
 Identifiable intangible assets with a net book value of $1.4 million at March
 29, 2009 were related to the Pharmaceutical segment transaction discussed in
 Note 2  Discontinued Operations. A summary of our intangible assets as of
 March 28, 2010 and March 29, 2009 were as follows:

|                                   |  |                        |       |                           |   |      |   |   |       | 
|---------------------------------- |  | ---------------------- | ----- | ------------------------- | - | ---- | - | - | ----- | 
|                                   |  | 2010                   |      
|                                   |  | Gross Carrying
 Amount |       | Accumulated
 Amortization |   | Net  |  
|(In
 thousands)                    |  |                        |       |                           |   |      |   |   |       | 
|Finite-life intangible
 assets     |  | $                      | 3,259 |                           | $ | (851 | ) | $ | 2,408 | 
|Indefinite-life intangible
 assets |  |                        | 1,227 |                           |   |     |   |   | 1,227 | 
|Total intangible assets,
 net      |  | $                      | 4,486 |                           | $ | (851 | ) | $ | 3,635 | 

|                                   |  |                        |       |                           |   |        |   |   |       | 
|---------------------------------- |  | ---------------------- | ----- | ------------------------- | - | ------ | - | - | ----- | 
|                                   |  | 2009                   |      
|                                   |  | Gross Carrying
 Amount |       | Accumulated
 Amortization |   | Net    |  
|(In
 thousands)                    |  |                        |       |                           |   |        |   |   |       | 
|Finite-life intangible
 assets     |  | $                      | 6,565 |                           | $ | (2,556 | ) | $ | 4,009 | 
|Indefinite-life intangible
 assets |  |                        | 1,227 |                           |   |       |   |   | 1,227 | 
|Total intangible assets,
 net      |  | $                      | 7,792 |                           | $ | (2,556 | ) | $ | 5,236 | 

| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Intangible
 asset amortization expense was $0.2 million during fiscal 2010, $0.5 million
 during fiscal 2009, and $0.4 million during fiscal 2008.
| |                                                                                                                                                   
| | The
 estimated future amortization expense for identifiable intangible assets
 during the next five years is as follows:                          

|                                |  |      |     |      |   |      |  |      |     |      |   |     |  |   |     | 
|------------------------------- |  | ---- | --- | ---- | - | ---- |  | ---- | --- | ---- | - | --- |  | - | --- | 
|(In
 thousands)                 |  | 2011 |     | 2012 |   | 2013 |  | 2014 |     | 2015 |  
|                                |  |      |     |      |   |      |  |      |     |      |   |     |  |   |     | 
|Estimated
 amortization expense |  | $    | 242 |      | $ | 242  |  | $    | 220 |      | $ | 215 |  | $ | 215 | 

|   |                                                                                            
|-- | -------------------------------------------------------------------------------------------
|6. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                              
|   |                                                                                            
|   | Components
 of accumulated other comprehensive income (loss), net of tax, were as
 follows:

|                                               |  |      |     |      |   |      |   |   |     |  
|---------------------------------------------- |  | ---- | --- | ---- | - | ---- | - | - | --- | -
|(In
 thousands)                                |  | 2010 |     | 2009 |   | 2008 |  
|Unrealized gain (loss) on:                     |  |      |     |      |   |      |   |   |     |  
|Available-for-sale investments                 |  | $    | 66  |      | $ |     |   | $ | (6  | )
|Post-retirement plan
 liability adjustments    |  |      | (29 | )    |   | (10  | ) |   | (4  | )
|Accumulated other
 comprehensive income (loss) |  | $    | 37  |      | $ | (10  | ) | $ | (10 | )

32

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | PROFIT SHARING, EMPLOYEE STOCK OWNERSHIP PLAN, AND SHARE-BASED
 PAYMENT AWARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Profit Sharing and Employee Stock Ownership Plans.Effective
 April 1, 2009, we converted our defined contribution pension plan covering
 substantially all of our non-bargaining employees to a profit sharing plan.
 It is our policy to fund all costs accrued. Contributions are made at our
 discretion subject to a maximum amount allowed under the Internal Revenue
 Code. Our cost for the profit sharing and pension plan was 15% of each
 employees covered compensation in each of the fiscal years 2010, 2009 and
 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | We have an
 employee stock ownership plan (ESOP) covering substantially all of our
 non-bargaining employees, excluding our executive officers. Contributions are
 made at our discretion subject to a maximum amount allowed under the Internal
 Revenue Code. Our cost for the ESOP was 5% of each employees covered
 compensation in each of the fiscal years 2010, 2009 and 2008.                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | We have an
 employee stock purchase plan (ESPP) covering substantially all of our
 employees, excluding officers. We match 75% of each employees contribution,
 up to a maximum of $375.00 per month, on a monthly basis.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The
 following represents the contribution expense for the profit sharing and
 pension, ESOP, and ESPP plans:                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                 |  |   |       |  |      |       |      |   |       |  | 
|-------------------------------- |  | - | ----- |  | ---- | ----- | ---- | - | ----- |  | 
|Benefit
 Plan                    |  |   | 2010  |  | 2009 |       | 2008 |  
|(In
 thousands)                  |  |   |       |  |      |       |      |   |       | 
|Profit sharing and pension
 plan |  | $ | 2,844 |  | $    | 2,669 |      | $ | 2,389 | 
|ESOP                             |  |   | 899   |  |      | 855   |      |   | 791   | 
|ESPP                             |  |   | 650   |  |      | 638   |      |   | 608   | 
|Total contribution expense       |  | $ | 4,393 |  | $    | 4,162 |      | $ | 3,788 | 

| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Amounts charged to pension expense and contributed to union
 multi-employer pension plans were $0.4 million for fiscal 2010 and fiscal
 2009 and $0.3 million for fiscal 2008.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Stock Option Awards. Our Board of Directors
 approved a long-term incentive equity compensation arrangement for our
 executive officers during the first quarter of fiscal 2009. This long-term
 incentive arrangement provides for the grant of nonqualified stock options
 that vest at the end of a three-year period and expire no later than 10 years
 after the grant date. We used the Black-Scholes valuation model to estimate
 the fair value of the options at grant date based on the following
 assumptions:

|                         |  |  |                        |   |  |                       |      |   | 
|------------------------ |  |  | ---------------------- | - |  | --------------------- | ---- | - | 
|                         |  |  | June 10, 2009 issuance |   |  | May 13, 2008 issuance |     
|Dividend
 yield          |  |  | 2.5                    | % |  |                       | 3.2  | % | 
|Volatility               |  |  | 31.4                   | % |  |                       | 28.0 | % | 
|Risk-free
 interest rate |  |  | 2.1                    | % |  |                       | 3.0  | % | 
|Expected
 life in years  |  |  | 4                      |   |  |                       | 4    |   | 

| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Volatility
 was calculated using the past four years of historical stock prices of our
 common stock. The expected life is estimated based on expected future trends
 and the terms and vesting periods of the options granted. The risk-free
 interest rate is an interpolation of the relevant U.S. Treasury Bond Rate as
 of the grant date.
| |                                                                                                                                                                                                                                                                                                                                                
| | The
 following table represents the stock option activity for fiscal 2010:                                                                                                                                                                                                                                                                     

|                                    |  |        |         |                                     |   |             |  |                                               |   |                             |  |      |  |   |       | 
|----------------------------------- |  | ------ | ------- | ----------------------------------- | - | ----------- |  | --------------------------------------------- | - | --------------------------- |  | ---- |  | - | ----- | 
|(In thousand, except share data)    |  | Shares |         | Weighted-
 Average
 Exercise
 Price |   | Exercisable |  | Weighted-Average
 Remaining
 Contractual Term |   | Aggregate
 Intrinsic
 Value | 
|Outstanding at beginning of
 period |  |        | 61,332  |                                     | $ | 15.43       |  |                                               |  |                             |  |      |  |   |       | 
|Granted                             |  |        | 70,665  |                                     |   | 19.90       |  |                                               |  |                             |  |      |  |   |       | 
|Exercised                           |  |        |        |                                     |   |            |  |                                               |  |                             |  |      |  |   |       | 
|Forfeited or expired                |  |        |        |                                     |   |            |  |                                               |  |                             |  |      |  |   |       | 
|Outstanding at end of
 period       |  |        | 131,997 |                                     | $ | 17.82       |  |                                               |  |                             |  | 1.70 |  | $ | 2,607 | 

33

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Annual
 expense related to the value of stock options was $0.1 million for fiscal
 2010 and fiscal 2009. The weighted-average grant date fair value of options
 was estimated to be $4.33 and $2.95 for options granted in fiscal 2010 and
 fiscal 2009, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Performance-Based Restricted Stock Units.Our
 Board of Directors approved a performance-based equity compensation
 arrangement for our executive officers during the first quarter of fiscal
 2009. This performance-based arrangement provides for the grant of
 performance-based restricted stock units that represent a possible future
 issuance of restricted shares of our common stock based on our pre-tax income
 target for the applicable fiscal year. The actual number of restricted shares
 to be issued to each executive officer will be determined when our final
 financial information becomes available after the applicable fiscal year and
 will be between zero shares and 26,500 shares in the aggregate. The
 restricted shares issued will fully vest two years after the last day of the
 fiscal year on which the performance is based. We are recording the
 compensation expense for the outstanding performance share units and
 then-converted restricted stock over the life of the awards.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On June 10,
 2009 and May 13, 2008, we awarded performance-based restricted stock units to
 our executive officers under this arrangement. The following table represents
 the restricted stock activity for fiscal 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                    |  |        |        |                                           |   |       | 
|----------------------------------- |  | ------ | ------ | ----------------------------------------- | - | ----- | 
|                                    |  | Shares |        | Weighted-
 Average Grant
 Date Fair Value |  
|                                    |  |        |        |                                           |   |       | 
|Outstanding
 at beginning of period |  |        |       |                                           | $ |      | 
|Granted                             |  |        | 23,000 |                                           |   | 19.90 | 
|Vested                              |  |        |       |                                           |   |      | 
|Forfeited or
 expired               |  |        |       |                                           |   |      | 
|Outstanding
 at end of period       |  |        | 23,000 |                                           | $ | 19.90 | 

We recorded
compensation expense related to the shares issued for fiscal 2009 and the
potential issuance of shares for fiscal 2010 of approximately $0.4 million for
fiscal 2010 and $0.1 million for fiscal 2009. Until the performance-based
restricted stock units result in the issuance of restricted stock, the amount
of expense recorded each period is dependent upon our estimate of the number of
shares that will ultimately be issued and our then current common stock price.
Upon issuance of restricted stock, we record compensation expense over the
remaining vesting period using the award date closing price, which was $19.90
per share on June 10, 2009.

Restricted Stock Awards.
As part of their retainer, the Board of Directors receives restricted stock for
their Board services. The restricted stock awards are expensed over the
requisite vesting period, which begins on the date of issuance and ends on the
date of the next Annual Meeting of Shareholders, based on the market value on
the date of grant. The following table represents the Boards restricted stock
activity for fiscal 2010:

|                                    |  |        |        |                                           |   |       | 
|----------------------------------- |  | ------ | ------ | ----------------------------------------- | - | ----- | 
|                                    |  | Shares |        | Weighted-
 Average Grant
 Date Fair Value |  
|                                    |  |        |        |                                           |   |       | 
|Outstanding at beginning of
 period |  |        | 7,000  |                                           | $ | 14.53 | 
|Granted                             |  |        | 6,000  |                                           |   | 18.68 | 
|Vested                              |  |        | (7,000 | )                                         |   | 14.53 | 
|Forfeited or expired                |  |        |       |                                           |   |      | 
|Outstanding at end of
 period       |  |        | 6,000  |                                           | $ | 18.68 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Annual
 expense related to the value of restricted stock was $0.1 million for fiscal
 2010, fiscal 2009 and fiscal 2008.                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | On December
 15, 2006, we issued 45,257 shares of restricted stock to certain employees of
 Hawkins. The restricted stock awards were recorded as compensation expense
 over the requisite vesting period, which was one year of service, based on
 the market value on the date of grant. The grant date fair value on December 15,
 2006 was $14.09. The shares became fully vested on December 15, 2007.
 Restricted stock expense related to this grant was $0.5 million for fiscal
 2008.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | We do not
 currently offer any other significant post-retirement or post-employment
 benefits.                                                                                                                                                                                                                                                                                                                                                                                                

34

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|   |                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                               
|   | LeasesWe have
 various operating leases for trucks and land and buildings on which some of
 our operations are located. Future minimum lease payments due under operating
 leases with an initial term of one year or more at March 28, 2010 are as
 follows:

|                       |  |      |     |      |   |      |  |      |     |      |   |            |  |   |     |  |   |       | 
|---------------------- |  | ---- | --- | ---- | - | ---- |  | ---- | --- | ---- | - | ---------- |  | - | --- |  | - | ----- | 
|(In
 thousands)        |  | 2011 |     | 2012 |   | 2013 |  | 2014 |     | 2015 |   | Thereafter | 
|Minimum
 lease payment |  | $    | 631 |      | $ | 638  |  | $    | 652 |      | $ | 661        |  | $ | 664 |  | $ | 4,280 | 

Total rental
expense for the fiscal years 2010, 2009 and 2008 were as follows:

|                     |  |      |     |      |   |      |  |   |     | 
|-------------------- |  | ---- | --- | ---- | - | ---- |  | - | --- | 
|                     |  | 2010 |     | 2009 |   | 2008 | 
|(In
 thousands)      |  |      |     |      |   |      |  |   |     | 
|Minimum rentals      |  | $    | 577 |      | $ | 538  |  | $ | 402 | 
|Contingent rentals   |  |      | 102 |      |   | 106  |  |   | 99  | 
|Total rental expense |  | $    | 679 |      | $ | 644  |  | $ | 501 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | LitigationWe are a party from time to time in
 various legal proceedings arising in the ordinary course of our business. None
 of the pending proceedings are expected to have a material effect on us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Asset Retirement ObligationsWe have two leases of land, and at the
 end of the lease term (currently 2018 if the leases are not renewed), we have
 a specified amount of time to remove the property and buildings. At the end
 of the specified amount of time, anything that remains on the land becomes
 the property of the lessor, and the lessor has the option to either maintain
 the property or remove the property at our expense. We have not been able to
 reasonably estimate the fair value of the asset retirement obligations, primarily
 due to the combination of the following factors: the leases do not expire in
 the near future; we have a history of extending the leases with the lessor
 and currently intend to do so at expiration of this lease period; the lessor
 does not have a history of terminating leases with its tenants; and because
 it is more likely than not that the buildings will have value at the end of
 the lease life and therefore, may not be removed by either the lessee or the
 lessor. Therefore, in accordance with ASC 410-20, Asset Retirement and
 Environmental Obligations, we have not recorded an asset retirement
 obligation as of March 28, 2010. We will continue to monitor the factors
 surrounding the requirement to record an asset retirement obligation and will
 recognize the fair value of a liability in the period in which it is incurred
 and a reasonable estimate can be made.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The
 provisions for income taxes for fiscal years 2010, 2009 and 2008 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                   |  |      |        |      |   |        |  |   |       | 
|------------------ |  | ---- | ------ | ---- | - | ------ |  | - | ----- | 
|                   |  | 2010 |        | 2009 |   | 2008   | 
|(In
 thousands)    |  |      |        |      |   |        |  |   |       | 
|Federal -
 current |  | $    | 6,601  |      | $ | 8,874  |  | $ | 3,290 | 
|State -
 current   |  |      | 1,634  |      |   | 2,331  |  |   | 889   | 
|Deferred           |  |      | 7,152  |      |   | 3,046  |  |   | 678   | 
|Total provision    |  | $    | 15,387 |      | $ | 14,251 |  | $ | 4,857 | 

35

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| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Reconciliations
 of the provisions for income taxes, based on income from continuing operations,
 to the applicable federal statutory income tax rate of 35% are listed below.

|                                              |  |      |        |      |   |        |   |   |       |  
|--------------------------------------------- |  | ---- | ------ | ---- | - | ------ | - | - | ----- | -
|                                              |  | 2010 |        | 2009 |   | 2008   |  
|(In
 thousands)                               |  |      |        |      |   |        |   |   |       |  
|Statutory federal income
 tax                 |  | $    | 13,702 |      | $ | 13,212 |   | $ | 4,729 |  
|State income taxes, net of
 federal deduction |  |      | 1,938  |      |   | 1,908  |   |   | 652   |  
|Tax-exempt income                             |  |      |       |      |   | (4     | ) |   | (6    | )
|ESOP dividend deduction on
 allocated shares  |  |      | (375   | )    |   | (290   | ) |   | (259  | )
|Domestic production
 deduction                |  |      | (245   | )    |   | (385   | ) |   | (105  | )
|Other - net                                   |  |      | 367    |      |   | (190   | ) |   | (154  | )
|Total                                         |  | $    | 15,387 |      | $ | 14,251 |   | $ | 4,857 |  

The tax
effects of items comprising our net deferred tax asset (liability) as of March
28, 2010 and March 29, 2009 are as follows:

|                                     |  |      |         |      |   |        |  
|------------------------------------ |  | ---- | ------- | ---- | - | ------ | -
|(In
 thousands)                      |  | 2010 |         | 2009 |  
|                                     |  |      |         |      |   |        |  
|Deferred tax assets:                 |  |      |         |      |   |        |  
|Trade receivables                    |  | $    | 120     |      | $ | 137    |  
|Inventories                          |  |      |        |      |   | 457    |  
|Accruals                             |  |      | 720     |      |   | 695    |  
|Other                                |  |      | 172     |      |   | 39     |  
|Total deferred tax assets            |  | $    | 1,012   |      | $ | 1,328  |  
|                                     |  |      |         |      |   |        |  
|Deferred tax liabilities:            |  |      |         |      |   |        |  
|Inventories                          |  | $    | (3,696  | )    | $ |       |  
|Prepaid                              |  |      | (355    | )    |   | (343   | )
|Excess of tax over book depreciation |  |      | (7,743  | )    |   | (4,340 | )
|Amortization of intangibles          |  |      | (136    | )    |   | (82    | )
|Total deferred tax
 liabilities      |  | $    | (11,930 | )    | $ | (4,765 | )
|                                     |  |      |         |      |   |        |  
|Net deferred tax
 liabilities        |  | $    | (10,918 | )    | $ | (3,437 | )

| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March
 28, 2010, the Company has determined that it is more likely than not that the
 deferred tax assets at March 28, 2010 will be realized either through future
 taxable income or reversals of taxable temporary differences.                              
| |                                                                                                                                                                                                                                                                      
| | As of March
 28, 2010 and March 29, 2009, there were no unrecognized tax benefits.
 Accordingly, a tabular reconciliation from beginning to ending periods is not
 provided.                                                                                         
| |                                                                                                                                                                                                                                                                      
| | We are
 subject to U.S. federal income tax as well as income tax of multiple state
 jurisdictions. The tax years beginning with 2006 remain open to examination
 by the Internal Revenue Service, and with few exceptions, state and local
 income tax jurisdictions.

36

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | We have two
 reportable segments: Industrial and Water Treatment. The accounting policies
 of the segments are the same as those described in the summary of significant
 accounting policies. Product costs and expenses for each segment are based on
 actual costs incurred along with cost allocation of shared and centralized
 functions. We evaluate performance based on profit or loss from operations
 before income taxes not including nonrecurring gains and losses. Reportable
 segments are defined by product and type of customer. Segments are
 responsible for the sales, marketing and development of their products and
 services. The segments do not have separate accounting, administration,
 customer service or purchasing functions. There are no intersegment sales and
 no operating segments have been aggregated. Given our nature, it is not
 practical to disclose revenues from external customers for each product or
 each group of similar products. No single customers revenues amount to 10% or
 more of our revenue. No single customer represents 10% or more of either of
 our segments sales. Sales are primarily within the United States and all
 assets are located within the United States.

|                                   |  |            |         |           |   |        |  |   |         | 
|---------------------------------- |  | ---------- | ------- | --------- | - | ------ |  | - | ------- | 
|                                   |  | Water      |        
|Reportable
 Segments               |  | Industrial |         | Treatment |   | Total  | 
|(In
 thousands)                    |  |            |         |           |   |        |  |   |         | 
|Fiscal Year Ended March 28,
 2010: |  |            |         |           |   |        |  |   |         | 
|Sales                              |  | $          | 174,901 |           | $ | 82,198 |  | $ | 257,099 | 
|Gross profit                       |  |            | 37,288  |           |   | 27,157 |  |   | 64,445  | 
|Operating income                   |  |            | 20,937  |           |   | 17,903 |  |   | 38,840  | 
|                                   |  |            |         |           |   |        |  |   |         | 
|Identifiable assets*               |  | $          | 79,602  |           | $ | 19,152 |  | $ | 98,754  | 
|                                   |  |            |         |           |   |        |  |   |         | 
|Fiscal Year Ended March 29,
 2009: |  |            |         |           |   |        |  |   |         | 
|Sales                              |  | $          | 201,596 |           | $ | 82,760 |  | $ | 284,356 | 
|Gross profit                       |  |            | 41,466  |           |   | 20,954 |  |   | 62,420  | 
|Operating income                   |  |            | 25,520  |           |   | 11,817 |  |   | 37,337  | 
|                                   |  |            |         |           |   |        |  |   |         | 
|Identifiable assets*               |  | $          | 78,083  |           | $ | 20,896 |  | $ | 98,979  | 
|                                   |  |            |         |           |   |        |  |   |         | 
|Fiscal Year Ended March 30,
 2008: |  |            |         |           |   |        |  |   |         | 
|Sales                              |  | $          | 124,597 |           | $ | 62,067 |  | $ | 186,664 | 
|Gross profit                       |  |            | 19,796  |           |   | 18,732 |  |   | 38,528  | 
|Operating income                   |  |            | 2,318   |           |   | 9,686  |  |   | 12,004  | 
|                                   |  |            |         |           |   |        |  |   |         | 
|Identifiable assets*               |  | $          | 56,199  |           | $ | 19,173 |  | $ | 75,372  | 

|  |                                                                                                                                                                                                                                                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Unallocated assets consisting primarily of cash and cash equivalents,
 investments and prepaid expenses were $60.5 million at March 28, 2010, $33.4
 million at March 29, 2009 and $28.1 million at March 30, 2008. Additionally,
 assets associated with the discontinued operations of the Pharmaceutical
 segment were $1.0 million at March 28, 2010 and $3.9 million at March 29,
 2009.

37

---



|    |                                              
|--- | ---------------------------------------------
|11. | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

|                                                 |  |             |        |        |   |        |  |        |        |  |   |        | 
|------------------------------------------------ |  | ----------- | ------ | ------ | - | ------ |  | ------ | ------ |  | - | ------ | 
|(In thousands, except per share data)            |  |             |        |        |   |        |  |        |        |  |   |        | 
|                                                 |  | Fiscal 2010 |       
|                                                 |  | First       |        | Second |   | Third  |  | Fourth |       
|                                                 |  |             |        |        |   |        |  |        |        |  |   |        | 
|Sales                                            |  | $           | 73,586 |        | $ | 64,976 |  | $      | 60,627 |  | $ | 57,910 | 
|Gross profit                                     |  |             | 15,856 |        |   | 17,416 |  |        | 15,855 |  |   | 15,318 | 
|Operating
 income                                |  |             | 9,501  |        |   | 10,848 |  |        | 9,408  |  |   | 9,083  | 
|Income from
 continuing operations               |  |             | 5,944  |        |   | 6,665  |  |        | 5,595  |  |   | 5,534  | 
|Income from
 discontinued operations, net of tax |  |             | 109    |        |   |       |  |        |       |  |   |       | 
|Net income                                       |  | $           | 6,053  |        | $ | 6,665  |  | $      | 5,595  |  | $ | 5,534  | 
|Basic net
 income per share                      |  | $           | 0.59   |        | $ | 0.65   |  | $      | 0.55   |  | $ | 0.54   | 
|Diluted net
 income per share                    |  | $           | 0.59   |        | $ | 0.65   |  | $      | 0.54   |  | $ | 0.54   | 

|                                                 |  |             |        |        |   |        |   |        |        |  |   |        | 
|------------------------------------------------ |  | ----------- | ------ | ------ | - | ------ | - | ------ | ------ |  | - | ------ | 
|                                                 |  | Fiscal 2009 |       
|                                                 |  | First       |        | Second |   | Third  |   | Fourth |       
|                                                 |  |             |        |        |   |        |   |        |        |  |   |        | 
|Sales                                            |  | $           | 62,554 |        | $ | 78,463 |   | $      | 75,555 |  | $ | 67,784 | 
|Gross profit                                     |  |             | 13,441 |        |   | 17,320 |   |        | 18,102 |  |   | 13,557 | 
|Operating
 income                                |  |             | 7,408  |        |   | 11,254 |   |        | 11,196 |  |   | 7,479  | 
|Income from
 continuing operations               |  |             | 4,741  |        |   | 6,875  |   |        | 6,923  |  |   | 4,885  | 
|Income from
 discontinued operations, net of tax |  |             | 135    |        |   | (52    | ) |        | 50     |  |   | 207    | 
|Net income                                       |  | $           | 4,876  |        | $ | 6,823  |   | $      | 6,973  |  | $ | 5,092  | 
|Basic net
 income per share                      |  | $           | 0.48   |        | $ | 0.67   |   | $      | 0.68   |  | $ | 0.50   | 
|Diluted net
 income per share                    |  | $           | 0.48   |        | $ | 0.67   |   | $      | 0.68   |  | $ | 0.50   | 

38

---



|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 ACCOUNTING AND FINANCIAL DISCLOSURE

Not
applicable.

|         |                        
|-------- | -----------------------
|ITEM 9A. | CONTROLS AND PROCEDURES

Evaluation of disclosure controls and
procedures

As of the end
of the period covered by this Annual Report on Form 10-K, we conducted an
evaluation, under supervision and with the participation of management,
including the chief executive officer and chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and procedures
pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Based upon that
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective. Disclosure controls
and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act
as controls and other procedures that are designed to ensure that information
required to be disclosed by us in reports filed with the SEC under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in reports filed under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, or person performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.

Managements Report on Internal Control Over
Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (1)
pertain to maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
the financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of the effectiveness of
internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Our management
assessed the effectiveness of our internal control over financial reporting as
of March 28, 2010, based on the criteria described in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission. Based on this assessment, management believes that our internal
control over financial reporting was effective as of March 28, 2010.

Our
independent registered public accounting firm has issued an attestation report
on our internal control over financial reporting for March 28, 2010. That
attestation report is set forth immediately following this management report.

|                         |  |                                                         | 
|------------------------ |  | ------------------------------------------------------- | 
|/s/ John R.
 Hawkins     |  | /s/ Kathleen
 P. Pepski                                 | 
|                         |  |                                                         | 
|John R.
 Hawkins         |  | Kathleen P.
 Pepski                                     | 
|Chief
 Executive Officer |  | Vice President, Chief
 Financial Officer, and Treasurer | 
|June 4, 2010             |  | June 4, 2010                                            | 

39

---



Attestation Report of Registered Public Accounting
Firm

The
attestation report required under this Item 9A is contained in Item 8 of this
Annual Report on 10-K under the caption Report of Independent Registered
Public Accounting Firm.

Changes in Internal Control Procedures

There was no
change in our internal control over financial reporting during the fourth
quarter of fiscal 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

On June 2, 2010,
we entered into a Retention Bonus Agreement with John R. Hawkins, our Chief
Executive Officer. The Retention Bonus Agreement provides that we will pay to
Mr. Hawkins a retention bonus in the amount of $680,000 so long as: (1) Mr.
Hawkins remains actively employed with the Company from the date of the
agreement through June 2, 2013, (2) Mr. Hawkinss separation from service
occurs thereafter for any reason other than for Cause; and (3) Mr. Hawkins
signs and does not rescind a release of claims in a form prescribed by the
Company.

Cause is
defined in the Retention Bonus Agreement as Mr. Hawkinss: (1) willful and
material failure or refusal to carry out any reasonable directive of the Board,
(2) any willful and material failure during his employment to comply with any
material policy, rule or code of conduct generally applicable to employees of
the Company or to management employees of the Company, which failure is
materially and demonstratively injurious to the financial condition or business
reputation of the Company, (3) embezzlement or misappropriation of Company
funds or any other willful act or omission which is materially injurious to the
financial condition or business reputation of the Company, or (4) conviction or
confession of an act or acts constituting a felony related to the business of
the Company or which is materially injurious to the financial condition or
business reputation of the Company. The circumstances in items (1) or (2) will
only constitute Cause if the Company provides written notice to Mr. Hawkins and
he does not cure within 30 days following the notice.

In the event
Mr. Hawkinss employment terminates prior to June 2, 2013 due to termination
initiated by the Company without Cause or due to Mr. Hawkinss death, the
retention bonus will become fully vested and payable, provided the release
condition set forth above has been satisfied. The retention bonus will be paid
in substantially equal installments over a period of three years.

40

---



PART III

Certain
information required by Part III is incorporated by reference from Hawkins
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
July 28, 2010 (the 2010 Proxy Statement). Except for those portions
specifically incorporated in this Form 10-K by reference to Hawkins Proxy
Statement, no other portions of the 2010 Proxy Statement are deemed to be filed
as part of this Form 10-K.

|         |                                                         
|-------- | --------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
 GOVERNANCE

Our executive
officers, their ages and offices held, as of May 31, 2010 are set forth below:

|                    |  |     |  |                                                         | 
|------------------- |  | --- |  | ------------------------------------------------------- | 
|Name                |  | Age |  | Office                                                  | 
|                    |  |     |  |                                                         | 
|John R.
 Hawkins    |  | 58  |  | Chief
 Executive Officer                                | 
|                    |  |     |  |                                                         | 
|Patrick H.
 Hawkins |  | 39  |  | President                                               | 
|                    |  |     |  |                                                         | 
|Kathleen P.
 Pepski |  | 55  |  | Vice
 President, Chief Financial Officer, and Treasurer | 
|                    |  |     |  |                                                         | 
|Mark A.
 Beyer      |  | 48  |  | Vice
 President  Operations                            | 
|                    |  |     |  |                                                         | 
|Richard G.
 Erstad  |  | 46  |  | Vice
 President, General Counsel and Secretary          | 
|                    |  |     |  |                                                         | 
|Theresa R.
 Moran   |  | 47  |  | Vice
 President  Quality and Support                   | 
|                    |  |     |  |                                                         | 
|Keenan A.
 Paulson  |  | 60  |  | Vice
 President  Water Treatment Group                 | 
|                    |  |     |  |                                                         | 
|John R.
 Sevenich   |  | 52  |  | Vice
 President  Industrial Group                      | 

John R. Hawkins has
been the Companys Chief Executive Officer since 2000 and was Chairman of the
Board from 2000 to 2005. He was President and Chief Operating Officer from 1998
to 2000 and was Secretary from 1991 to 1999. He was an Executive Vice President
from 1997 to 1998 and Vice President of Sales from 1987 to 1997.

Patrick H. Hawkinswas
appointed to the newly created position of President of the Company effective
with the beginning of our fiscal year 2011. He joined the Company in 1992 and
served most recently as Business Director  Food and Pharmaceuticals, a
position he held from 2009 to 2010. Previously he served as Business Manager 
Food and Co-Extrusion Products from 2007 to 2009 and Sales Representative 
Food Ingredients from 2002 to 2007. He previously served the Company in various
other capacities, including Plant Manager, Quality Director and Technical
Director.

Kathleen P. Pepski
has been the Companys Vice President, Chief Financial Officer and Treasurer
since February 2008 and was Secretary from February 2008 to November 2008. She
was the Executive Vice President and Chief Financial Officer of PNA Holdings,
LLC and Katun Corporation, a supplier of business equipment parts, from 2003 to
2007, the Vice President of Finance of Hoffman Enclosures, a manufacturer of
systems enclosures and a subsidiary of Pentair, Inc., from 2002 to 2003, Senior
Vice President and Chief Financial Officer of BMC Industries, Inc., a manufacturer
of lenses and aperture masks, from 2000 to 2001, and Vice President and
Controller at Valspar Corporation, a paint and coatings manufacturer, from 1994
to 2000.

Mark A. Beyer has
been the Companys Vice President of Operations since September 2009. Mr. Beyer
previously held operations leadership positions with Boston Scientific
Corporation, a medical device manufacturer, and General Mills, Inc., a
diversified food company. He was self-employed as a consultant from January
2005 to September 2009.

Richard G. Erstad
has been the Companys Vice President, General Counsel and Secretary since
November 2008. He was General Counsel and Secretary of BUCA, Inc., a restaurant
company, from 2005 to 2008. Mr. Erstad had previously been an attorney with the
corporate group of Faegre & Benson LLP, a law firm, from 1996 to 2005,
where his practice focused on securities law and mergers and acquisitions. He
is a member of the Minnesota Bar.

41

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Theresa R. Moran has been the
Companys Vice PresidentQuality and Support since February 2010. Since joining
the Company in 1981, Ms. Moran has served the Company in a variety of
positions, including Administration Operations Manager from 1999 to 2007 and
most recently as DirectorProcess Improvement, a position she held from 2007
until the time of her promotion.

Keenan A. Paulson
has been the Companys Vice PresidentWater Treatment Group since May 2000.
Prior to attaining this position, Ms. Paulson held various positions during her
37-year career with the Company, most recently as its Water Treatment General
Manager.

John R. Sevenich has
been the Companys Vice PresidentIndustrial Group since May 2000. He was the
Business Unit Manager of Manufacturing from 1998 to 2000 and was a Sales
Representative with the Company from 1989 to 1998.

Election of
Directors, Corporate Governance, and Section 16(a) Beneficial Ownership
Reporting Compliance of the 2010 Proxy Statement are incorporated herein by
reference.

We have
adopted a Code of Business Conduct and Ethics that applies to all of our
directors and employees, including our principal executive officer, principal
financial officer, controller and other persons performing similar functions.
We have posted the Code of Business Conduct and Ethics on our website located at
http://www.hawkinsinc.com. Hawkins Code of Business Conduct and Ethics is also
available in print to any shareholder who requests it in writing from our
Corporate Secretary. We intend to post on our website any amendment to, or
waiver from, a provision of our Code of Business Conduct and Ethics that
applies to our principal executive officer, principal financial officer,
controller and other persons performing similar functions within four business
days following the date of such amendment or waiver. We are not including the
information contained on our website as part of, or incorporating it by
reference into, this report.

|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Compensation
of Executive Officers and Directors of the 2010 Proxy Statement is
incorporated herein by this reference.

|         |                                                                                               
|-------- | ----------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security
Ownership of Management and Beneficial Ownership and Equity Compensation Plan
Information of the 2010 Proxy Statement are incorporated herein by this
reference.

|         |                                                                           
|-------- | --------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
 DIRECTOR INDEPENDENCE

Election of
Directors and Related Party Transactions of the 2010 Proxy Statement are
incorporated herein by this reference.

|         |                                       
|-------- | --------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent
Registered Public Accounting Firms Fees of the 2010 Proxy Statement is
incorporated herein by this reference.

42

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PART IV

|         |                                           
|-------- | ------------------------------------------
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)(1) | FINANCIAL STATEMENTS OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The
 following financial statements of Hawkins, Inc. are filed as part of this
 Annual Report on Form 10-K:                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Reports of
 Independent Registered Public Accounting Firms.                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Balance
 Sheets at March 28, 2010 and March 29, 2009.                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Statements
 of Income for the fiscal years ended March 28, 2010, March 29, 2009, and
 March 30, 2008.                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Statements
 of Shareholders Equity for the fiscal years ended March 28, 2010, March 29,
 2009, and March 30, 2008.                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Statements
 of Cash Flows for the fiscal years ended March 28, 2010, March 29, 2009, and
 March 30, 2008.                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Notes to
 Financial Statements.                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|(a)(2) | FINANCIAL
 STATEMENT SCHEDULES OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The
 additional financial data listed below is included as a schedule to this
 Annual Report on Form 10-K and should be read in conjunction with the
 financial statements presented in Part II, Item 8. Schedules not included
 with this additional financial data have been omitted because they are not required
 or the required information is included in the financial statements or the
 notes.
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The
 following financial statement schedule for the fiscal years 2010, 2009 and
 2008.                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Schedule II
 - Valuation and Qualifying Accounts.                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|(a)(3) | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The exhibits
 of this Annual Report on Form 10-K included herein are set forth on the
 attached Exhibit Index.                                                                                                                                                                                                                                                                                          

43

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|      |              |  |                |                                          
|----- | ------------ |  | -------------- | -----------------------------------------
|Date: | June 4, 2010 |  | HAWKINS,
 INC.
|      |              |  |                |                                          
|      |              |  | By             | /s/ John R.
 Hawkins                     
|      |              |  |                | John R.
 Hawkins, Chief Executive Officer

POWER OF ATTORNEY

Each
of the undersigned directors of the Company, does hereby make, constitute and
appoint John R. Hawkins and Kathleen P. Pepski, and either of them, the
undersigneds true and lawful attorney-in-fact and agent, acting alone, with
full power of substitution, for the undersigned and in the undersigneds name,
place and stead, to sign and affix the undersigneds name as such director of
the Company, in any and all capacities, to any and all amendments to this
Annual Report on Form 10-K and to file the same, with all exhibits thereto, and
other documents in connection wherewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact, and either of them, full power
and authority to do and perform each and every act necessary or incidental to
the performance and execution of the powers herein expressly granted.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
also been signed below by the following persons on behalf of the Company and in
the capacities indicated on the date set forth beside their signature.

| |                                                                                                                                            |  |       |  |             
| | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ----- |  | ------------
| | /s/ John R.
 Hawkins                                                                                                                       |  | Date: |  | June 4, 2010
| | John R.
 Hawkins, Chief Executive Officer (Principal Executive Officer) and Director                                                       |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ Kathleen
 P. Pepski                                                                                                                    |  | Date: |  | June 4, 2010
| | Kathleen P.
 Pepski, Vice President, Chief Financial Officer and Treasurer (Principal
 Financial Officer and Principal Accounting Officer) |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ John S.
 McKeon                                                                                                                        |  | Date: |  | June 4, 2010
| | John S.
 McKeon, Director, Chairman of the Board                                                                                           |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ Duane M.
 Jergenson                                                                                                                    |  | Date: |  | June 4, 2010
| | Duane M.
 Jergenson, Director                                                                                                              |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ Daryl I.
 Skaar                                                                                                                        |  | Date: |  | June 4, 2010
| | Daryl I.
 Skaar, Director                                                                                                                  |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ James A.
 Faulconbridge                                                                                                                |  | Date: |  | June 4, 2010
| | James A.
 Faulconbridge, Director                                                                                                          |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ James T.
 Thompson                                                                                                                     |  | Date: |  | June 4, 2010
| | James T.
 Thompson, Director                                                                                                               |  |       |  |             
| |                                                                                                                                            |  |       |  |             
| | /s/ Jeffrey
 L. Wright                                                                                                                     |  | Date: |  | June 4, 2010
| | Jeffrey L.
 Wright, Director                                                                                                               |  |       |  |             

44

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SCHEDULE II

|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|------------------------------------------------------------------------------ |  | ------------------------------ | --- | ------------------------------- | --------- | --------------------------- | - | -------------------- | - | --------------------- | - | --- |  | - | --- | 
|HAWKINS, INC.                                                                  |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|VALUATION AND QUALIFYING ACCOUNTS                                              |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |    
|FOR THE FISCAL YEARS ENDED MARCH 28, 2010, MARCH 29, 2009, AND MARCH
 30, 2008 |  |                                |     |                                
|(In
 thousands)                                                                |  |                                |     |                                 |           |                             |   |                      |   |                       |   |    
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |    
|                                                                               |  |                                |     |                                 | Additions |                             |   |                      |   |                       |   |    
|Description                                                                    |  | Balance at
 Beginning
 of Year |     | Charged to
 Costs and
 Expenses |           | Charged
 To Other
 Accounts |   | DeductionsWrite-Offs |   | Balance atEnd of Year |  
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|Reserve deducted from asset
 to which it applies:                              |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|Year Ended March 28, 2010:
 Allowance for doubtful accounts                    |  | $                              | 350 |                                 | $         | (29                         | ) | $                    |  |                       | $ | 21  |  | $ | 300 | 
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|Year Ended March 29, 2009:
 Allowance for doubtful accounts                    |  | $                              | 225 |                                 | $         | 230                         |   | $                    |  |                       | $ | 105 |  | $ | 350 | 
|                                                                               |  |                                |     |                                 |           |                             |   |                      |   |                       |   |     |  |   |     | 
|Year Ended March 30, 2008:
 Allowance for doubtful accounts                    |  | $                              | 225 |                                 | $         | 18                          |   | $                    |  |                       | $ | 18  |  | $ | 225 | 

45

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Exhibit Index

|        |  |                                                                                                                                                                          |             |                            |  |  |                  | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------- | -------------------------- |  |  | ---------------- | 
|Exhibit |  |                                                                                                                                                                          | Description |                            |  |  | Method of Filing | 
|3.1     |  | Amended and
 Second Restated Articles of Incorporation as amended through February 27,
 2001. (1)                                                                        |             | Incorporated
 by Reference
|3.2     |  | Amended and
 Restated By-Laws. (2)                                                                                                                                       |             | Incorporated
 by Reference
|10.1    |  | Retention Bonus Agreement with John R. Hawkins                                                                                                                           |             | Filed Electronically      
|10.2    |  | Description
 of Consulting Arrangement with John S. McKeon. (3)                                                                                                          |             | Incorporated
 by Reference
|10.3    |  | Hawkins,
 Inc. 2004 Omnibus Stock Plan. (4)                                                                                                                              |             | Incorporated
 by Reference
|10.4    |  | Form of
 Restricted Stock Agreement under the Companys 2004 Omnibus Stock Plan. (5)                                                                                     |             | Incorporated
 by Reference
|10.5    |  | Form of
 Restricted Stock Agreement (Directors) under the Companys 2004 Omnibus Stock
 Plan. (6)                                                                        |             | Incorporated
 by Reference
|10.6    |  | Form of
 Non-Statutory Stock Option Agreement under the Companys 2004 Omnibus Stock
 Plan. (7)                                                                          |             | Incorporated
 by Reference
|10.7    |  | Form of
 Performance-Based Restricted Stock Unit Award Notice and Restricted Stock
 Agreement under the Companys 2004 Omnibus Stock Plan. (8)                           |             | Incorporated
 by Reference
|23.1    |  | Consent of
 Independent Registered Public Accounting Firm.                                                                                                               |             | Filed
 Electronically     
|23.2    |  | Consent of
 Independent Registered Public Accounting Firm.                                                                                                               |             | Filed
 Electronically     
|31.1    |  | Certification
 by Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.                                                                                |             | Filed
 Electronically     
|31.2    |  | Certification
 by Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.                                                                                |             | Filed
 Electronically     
|32.1    |  | Section 1350
 Certification by Chief Executive Officer.                                                                                                                  |             | Filed
 Electronically     
|32.2    |  | Section 1350
 Certification by Chief Financial Officer.                                                                                                                  |             | Filed
 Electronically     
|        |  |                                                                                                                                                                          |             |                           
|(1)     |  | Incorporated
 by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for
 the year ended September 30, 2001.                                           
|(2)     |  | Incorporated
 by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated
 October 28, 2009 and filed November 3, 2009.                               
|(3)     |  | Incorporated
 by reference to Item 1.01 of the Companys Current Report on Form 8-K dated
 August 5, 2009 and filed August 11, 2009.                                    
|(4)     |  | Incorporated
 by reference to Appendix B to the Companys Proxy Statement for the 2004
 Annual Meeting of Shareholders filed July 23, 2004.                             
|(5)     |  | Incorporated
 by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
 for the quarterly period ended September 30, 2004 and filed November 9, 2004.
|(6)     |  | Incorporated
 by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
 for the quarterly period ended September 30, 2008.                           
|(7)     |  | Incorporated
 by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
 for the quarterly period ended June 30, 2008.                                
|(8)     |  | Incorporated
 by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
 for the quarterly period ended June 30, 2008.                                

46

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