##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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 April 3, 2011
  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(Address of Principal
    Executive Offices)

55413(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 SHAREName of exchange on which registered:


NASDAQ Global MarketSecurities registered pursuant to Section 12(g) of the
    Act:


NONE   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
      1




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##### Table of Contents





FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K. Form 10-K. Form 10-K
  Form 10-K,
 2




---



##### 



Hawkins,
    Inc.
  Annual
    Report on
    Form 10-K
 For the
    Fiscal Year Ended April 3, 2011
  
  PagePART IITEM 1.

Business


4ITEM 1A.

Risk Factors


6ITEM 1B.

Unresolved Staff Comments


10ITEM 2.

Properties


10ITEM 3.

Legal Proceedings


11ITEM 4.

[Removed and Reserved]


11PART IIITEM 5.

Market for the Companys Common Equity,
    Related Shareholder Matters, and Issuer Purchases of Equity
    Securities


12ITEM 6.

Selected Financial Data


13ITEM 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


14ITEM 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


20ITEM 8.

Financial Statements and Supplementary Data


21ITEM 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


44ITEM 9A.

Controls and Procedures


44ITEM 9B.

Other Information


45PART IIIITEM 10.

Directors, Executive Officers, and Corporate
    Governance


45ITEM 11.

Executive Compensation


46ITEM 12.

Security Ownership of Certain Beneficial Owners
    and Management And Related Stockholder Matters


46ITEM 13.

Certain Relationships and Related Transactions,
    and Director Independence


46ITEM 14.

Principal Accountant Fees and Services


47PART IVITEM 15.

Exhibits and Financial Statement Schedules


47EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   3




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##### Table of Contents



PART I
  ITEM 1.
    BUSINESS    Form 10-K.
  Industrial Segment.
    
    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;
    Performs custom blending of certain chemicals for customers
    according to customer formulas; and
    Performs contract and private label packaging for household
    chemicals.        4




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##### Table of Contents



Water Treatment Segment.
      Discontinued Operations. Form 10-K.
  Raw Materials.
  Intellectual Property. ®
  Customer Concentration.
  Competition.
  Geographic Information.
  Employees.
 5




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##### Table of Contents



About Us.
  Available Information. (http://www.hawkinsinc.com) Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  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.
        6




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##### Table of Contents



We
    operate in a highly competitive environment and face significant
    competition and price pressure.
     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.
    Our
    business is subject to hazards common to chemical businesses,
    any of which could interrupt our production and adversely affect
    our results of operations.
    Environmental,
    health and safety laws and regulations cause us to incur
    substantial costs and may subject us to future
    liabilities.
    7




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##### Table of Contents



Changes
    in our customers products or failure of our products to
    meet customers quality specifications could adversely
    affect our sales and profitability.
      Our
    business, particularly our Water Treatment Group, is subject to
    seasonality and weather conditions, which could adversely affect
    our results of operations.
    Costs
    related to a multi-employer pension plan, which has liabilities
    in excess of plan assets, may have a material adverse effect on
    our financial condition and results of operations.
       8




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##### Table of Contents



The insurance that we maintain may not fully cover all
    potential exposures.
    If we
    are unable to retain key personnel or attract new skilled
    personnel, it could have an adverse impact on our
    business.
    We may
    not be able to successfully consummate future acquisitions or
    integrate acquisitions into our business, which could result in
    unanticipated expenses and losses.
      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.
     9




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##### Table of Contents



We may
    not be able to renew our leases of land where four of our
    operations facilities reside.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      Approx.Group

Location

Square FeetIndustrial

St. Paul, MN(1)


32,000Minneapolis, MN(2)


20,000Centralia, IL(3)


77,000Camanche, IA(4)


95,000St Louis, MO(4)


6,000Dupo, IL(4)


64,000Water Treatment

Fargo, ND


20,000Fond du Lac, WI


24,000Washburn, ND


14,000Billings, MT


9,000Sioux Falls, SD


27,000Rapid City, SD


9,000Peotone, IL(5)


18,000Superior, WI


17,000Slater, IA


12,000Lincoln, NE(5)


16,000Eldridge, IA


6,000Columbia, MO(5)


14,000Garnett, KS


18,000Ft. Smith, AR(5)


17,000Muncie, IN(6)


12,000Centralia, IL(6)


39,000Industrial and Water Treatment

St. Paul, MN(7)


59,000Memphis, TN(4)


41,000  10




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##### Table of Contents



(1)
    
    Our terminal operations, located at two sites on opposite sides
    of the Mississippi River, are made up of three buildings,
    outside storage tanks 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. 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 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. Prior to fiscal 2011 this facility was shared
    with the Water Treatment Group.(4)
    
    The acquisition of Vertex in fiscal 2011 included an office
    building located in St Louis, Missouri and manufacturing and
    warehouse facilities located in Memphis, Tennessee; Camanche,
    Iowa; and Dupo, Illinois. All of the facilites and land are
    owned by the company with the exception of the land in Dupo,
    Illinois, which is leased from a third party. The lease runs
    through May, 2014. The facility in Memphis is shared between the
    Industrial and Water Treatment Groups.(5)
    
    This facility is leased from a third party.(6)
    
    This facility was purchased in fiscal 2011.(7)
    
    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, as well as numerous smaller tanks for storing
    and mixing chemicals.  ITEM 3.
    LEGAL
    PROCEEDINGS      ITEM 4.
    [REMOVED
    AND RESERVED] 11




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR THE COMPANYS COMMON EQUITY, RELATED SHAREHOLDER
    MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES  Quarterly Stock Data

High

LowFiscal 20114th

    Quarter

$
46.86


$
36.003rd

    Quarter


50.18



34.032nd

    Quarter


37.45



24.211st

    Quarter


29.50



23.14Fiscal 20104th

    Quarter

$
23.96


$
19.403rd

    Quarter


24.43



20.272nd

    Quarter


26.49



18.191st

    Quarter


22.91



14.78   Cash Dividends

Declared

PaidFiscal 20121st

    Quarter





$
0.30Fiscal 20114th

    Quarter

$
0.303rd

    Quarter





$
0.402nd

    Quarter

$
0.401st

    Quarter





$
0.28Fiscal 20104th

    Quarter

$
0.283rd

    Quarter





$
0.382nd

    Quarter

$
0.381st

    Quarter





$
0.26      12




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Fiscal Years2011

2010

2009

2008

2007(In thousands, except per share data)Sales from continuing operations

$
297,641


$
257,099


$
284,356


$
186,664


$
151,766Gross profit from continuing operations


61,902



64,445



62,420



38,528



34,709Income from continuing operations


20,314



23,738



23,424



8,488



7,724Basic earnings per common share from continuing operations


1.98



2.32



2.29



0.83



0.76Diluted earnings per common share from continuing operations


1.96



2.31



2.29



0.83



0.76Cash dividends declared per common share


0.70



0.66



0.52



0.48



0.44Cash dividends paid per common share


0.68



0.64



0.50



0.46



0.42Total assets

$
185,005


$
160,293


$
136,290


$
108,943


$
101,269  13




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Overview
    Form 10-K
      Form 10-K.
    
    Sales from continuing operations of $297.6 million, a 15.8%
    increase from fiscal 2010;
    Gross profit from continuing operations of $61.9 million or
    20.8% of sales, a $2.5 million decrease in gross profit
    dollars from fiscal 2010;
    Net cash provided by operating activities of
    $28.5 million; and

   Cash and cash equivalents and investments available for sale
    were $37.4 million as of the end of fiscal 2011 after
    expending $25.5 million related to the Vertex acquisition
    during fiscal 2011. 14




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##### Table of Contents



first-in,
    Results
    of Operations
    Fiscal


Fiscal


Fiscal2011


2010


2009Sales


100.0
%


100.0
%


100.0
%Cost of sales


(79.2
)%


(74.9
)%


(78.0
)%Gross profit


20.8
%


25.1
%


22.0
%Selling, general and administrative expenses


(10.1
)%


(10.0
)%


(8.8
)%Operating income


10.7
%


15.1
%


13.1
%Investment income


0.1
%


0.1
%


0.1
%Income from continuing operations before income taxes


10.8
%


15.2
%


13.2
%Provision for income taxes


(4.0
)%


(6.1
)%


(5.0
)%Income from continuing operations


6.8
%


9.1
%


8.2
%Income from discontinued operations, net of tax


0.0
%


0.1
%


0.2
%Net income


6.8
%


9.2
%


8.4
%  15




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##### Table of Contents



Fiscal
    2011 Compared to Fiscal 2010
  Sales
    Industrial Segment.
  Water Treatment Segment.
  Gross
    Profit
    Industrial Segment.
  Water Treatment Segment.
  Selling,
    General and Administrative Expenses
   16




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##### Table of Contents



Operating
    Income
    Investment
    Income
    Provision
    for Income Taxes
    Fiscal
    2010 Compared to Fiscal 2009
  Sales
    Industrial Segment.
  Water Treatment Segment.
  Gross
    Profit
    Industrial Segment.
 17




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##### Table of Contents



Water Treatment Segment.
  Selling,
    General and Administrative Expenses
    Operating
    Income
    Investment
    Income
  year-over-year
  Provision
    for Income Taxes
    Liquidity
    and Capital Resources
   18




---



##### Table of Contents



available-for-sale available-for-sale
  Capital
    Expenditures
    Dividends
    Off-Balance
    Sheet Arrangements
    Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodMore thanContractual Obligation

2012


2013


2014


2015


2016


5 Years


Total(In thousands)Operating lease obligations

$
669


$
668


$
682


$
670


$
622


$
3,739


$
7,050   Critical
    Accounting Policies
   19




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##### Table of Contents



Revenue Recognition
  Inventories
  LIFO Reserve
  Impairment of Long-Lived Assets
  Income Taxes
  Recently
    Issued Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK   20




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Internal Control  Integrated Framework
       21




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##### Table of Contents



Internal
    Control  Integrated Framework
    KPMG
    LLP
    22




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           
    23




---



##### Table of Contents



HAWKINS,
    INC.
    CONSOLIDATED BALANCE SHEETS
  April 3, 2011


March 28, 2010(In thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
18,940


$
18,772Investments
    available-for-sale


15,286



25,928Trade receivables  less allowance for doubtful
    accounts:$406 for 2011 and $300 for 2010


35,736



24,832Inventories


29,217



21,327Income taxes receivable


2,197



4,430Prepaid expenses and other current assets


2,872



2,209Total current assets


104,248



97,498PROPERTY, PLANT, AND EQUIPMENT:Land


4,362



1,840Buildings and improvements


47,107



39,235Machinery and equipment


35,740



28,476Transportation equipment


14,036



11,933Office furniture and equipment including computer systems


11,729



11,237112,974



92,721Less accumulated depreciation and amortization


50,579



44,965Net property, plant, and equipment


62,395



47,756OTHER ASSETS:Goodwill


6,231



1,204Intangible assets  less accumulated amortization:$1,165 for 2011 and $851 for 2010


8,811



3,635Long-term investments


3,175



8,972Other


145



1,228Total other assets


18,362



15,039$
185,005


$
160,293LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable  trade

$
23,350


$
13,940Dividends payable


3,095



2,879Accrued payroll and employee benefits


7,760



7,908Deferred income taxes


2,619



3,364Container deposits


978



924Other accruals


1,669



1,592Total current liabilities


39,471



30,607OTHER LONG-TERM LIABILITIES


1,215



633DEFERRED INCOME TAXES


7,876



7,555Total liabilities


48,562



38,795COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Common stock; authorized: 30,000,000 shares of
    $0.05 par value; 10,307,177 and 10,253,458 shares
    issued and outstanding for 2011 and 2010, respectively


515



513Additional paid-in capital


41,060



39,027Retained earnings


95,013



81,921Accumulated other comprehensive (loss) income


(145
)


37Total shareholders equity


136,443



121,498$
185,005


$
160,293    24




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##### Table of Contents



HAWKINS,
    INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Fiscal Year EndedApril 3, 2011


March 28, 2010


March 29, 2009(In thousands, except share and per-share data)Sales

$
297,641


$
257,099


$
284,356Cost of sales


(235,739
)


(192,654
)


(221,936
)Gross profit


61,902



64,445



62,420Selling, general and administrative expenses


(29,940
)


(25,605
)


(25,083
)Operating income


31,962



38,840



37,337Investment income


333



286



338Income from continuing operations before income taxes


32,295



39,126



37,675Provision for income taxes


(11,981
)


(15,388
)


(14,251
)Income from continuing operations


20,314



23,738



23,424Income from discontinued operations, net of tax






109



340Net income

$
20,314


$
23,847


$
23,764Weighted average number of shares outstanding-basic


10,260,135



10,250,978



10,243,970Weighted average number of shares outstanding-diluted


10,352,633



10,282,993



10,249,027Basic earnings per shareEarnings per share from continuing operations

$
1.98


$
2.32


$
2.29Earnings per share from discontinued operations






0.01



0.03Basic earnings per share

$
1.98


$
2.33


$
2.32Diluted earnings per shareEarnings per share from continuing operations

$
1.96


$
2.31


$
2.29Earnings per share from discontinued operations






0.01



0.03Diluted earnings per share

$
1.96


$
2.32


$
2.32Cash dividends declared per common share

$
0.70


$
0.66


$
0.52    25




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##### Table of Contents



HAWKINS,
    INC.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedAdditional





Other


TotalCommon Stock


Paid-in


Retained


Comprehensive


ShareholdersShares


Amount


Capital


Earnings


Income (Loss)


Equity(In thousands, except share data)BALANCE  March 30, 2008


10,239,458


$
512


$
38,091


$
46,428


$
(10
)

$
85,021Cash dividends














(5,332
)






(5,332
)Stock compensation expense










277











277Vesting of restricted stock


7,000



















Comprehensive income:Adjustment for sale of securities, net of tax


















6



6Unrealized loss on post-retirement plan liability, net of tax


















(6
)


(6
)Net income














23,764







23,764Comprehensive income






















23,764BALANCE  March 29, 2009


10,246,458



512



38,368



64,860



(10
)


103,730Cash dividends














(6,786
)






(6,786
)Stock compensation expense










659











659Vesting of restricted stock


7,000



1















1Comprehensive income:Unrealized gain on
    available-for-sale
    investments, net of tax


















66



66Unrealized loss on post-retirement plan liability, net of tax


















(19
)


(19
)Net income














23,847







23,847Comprehensive income






















23,894BALANCE  March 28, 2010


10,253,458



513



39,027



81,921



37



121,498Cash dividends














(7,222
)






(7,222
)Stock compensation expense










1,952











1,952Tax benefit on share-based compensation plans










281











281Vesting of restricted stock


58,653



3



(3
)










Shares surrendered for payroll taxes


(4,934
)


(1
)


(197
)










(198
)Comprehensive income:Unrealized gain on
    available-for-sale
    investments, net of tax


















(63
)


(63
)Unrealized loss on post-retirement plan liability, net of tax


















(119
)


(119
)Net income














20,314







20,314Comprehensive income






















20,132BALANCE  April 3, 2011


10,307,177


$
515


$
41,060


$
95,013


$
(145
)

$
136,443    26




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##### Table of Contents



HAWKINS,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year EndedApril 3, 2011


March 28, 2010


March 29, 2009(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
20,314


$
23,847


$
23,764Reconciliation to cash flows:Depreciation and amortization


7,148



6,292



5,581Deferred income taxes


(600
)


7,152



3,046Stock compensation expense


1,952



659



277Loss (gain) on sale of investments










16Loss from property disposals


127



12



114Changes in operating accounts (using) providing cash, net of
    effects of acquisition:Trade receivables


(5,929
)


4,050



(5,095
)Inventories


(3,141
)


514



(7,830
)Accounts payable


5,356



(462
)


1,844Accrued liabilities


158



(322
)


2,765Income taxes


2,529



(2,404
)


(176
)Other


619



(556
)


123Net cash provided by operating activities


28,533



38,782



24,429CASH FLOWS FROM INVESTING ACTIVITIES:Additions to property, plant, and equipment


(12,421
)


(8,331
)


(14,211
)Purchases of investments


(14,210
)


(41,240
)


Sale and maturities of investments


30,545



6,450



2,841Proceeds from property disposals


143



148



93Acquisition of Vertex


(25,500
)






Net cash used in investing activities


(21,443
)


(42,973
)


(11,277
)CASH FLOWS FROM FINANCING ACTIVITIES:Cash dividends paid


(7,005
)


(6,573
)


(5,125
)Excess tax benefit from share-based compensation


281







Shares surrendured for payroll taxes


(198
)






Net cash used in financing activities


(6,922
)


(6,573
)


(5,125
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


168



(10,764
)


8,027CASH AND CASH EQUIVALENTS Beginning of period


18,772



29,536



21,509CASH AND CASH EQUIVALENTS End of period

$
18,940


$
18,772


$
29,536SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for income taxes

$
9,771


$
10,654


$
11,588Noncash investing activities Acquisition purchase price in accounts payable

$
1,709


$



$
Capital expenditures in accounts payable

$
1,450


$
1,118


$
1,142     27




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    Nature of
    Business and Significant Accounting Policies  Nature of Business  ® gallon-per-day
  Fiscal Year 
  Principles of Consolidation 
  Estimates 
  Revenue Recognition 
  Shipping and Handling 
  Fair Value Measurements 
    28




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      Level 1:
  Level 2:
  Level 3:
    Cash Equivalents 
  Investments  Available-for-sale
  Trade Receivables and Concentrations of Credit
    Risk 
  Inventories  last-in, first-in,
  Property, Plant and Equipment 
 29




---



##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      Goodwill and Identifiable Intangible Assets 
      30




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Income Taxes 
    Stock-Based Compensation 
  Earnings Per Share 
  April 3,


March 28,


March 29,2011


2010


2009Weighted average common shares outstanding  basic


10,260,135



10,250,978



10,243,970Dilutive impact of stock options, performance units, and
    restricted stock


92,498



32,015



5,057Weighted average common shares outstanding  diluted


10,352,633



10,282,993



10,249,027     Derivative Instruments and Hedging Activities 
  Recently Issued Accounting Pronouncements 
  Intangibles  Goodwill and Other 
  Business Combinations 
  31




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Fair Value Measurements and Disclosures 
  Note 2 
    Business
    Combinations    Business Combinations
    Amount(In thousands)Accounts receivable

$
4,975Inventories


4,750Other current assets


198Property, plant and equipment


8,991Goodwill


5,027Intangibles


5,490Accounts payable


(2,012
)Accrued employee benefits


(210
)Total purchase price

$
27,209     WeightedAmount


Average Life(In thousands)Customer relationships

$
3,450


20 yearsTrademark


1,240


10 yearsCarrier relationships


800


10 yearsIntangible assets acquired

$
5,490   32




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
          Years EndedApril 3,

March 28,2011

2010(In thousands, except share and per-share data)Pro forma net sales

$
329,653


$
299,288Pro forma net earnings


21,888



25,475Pro forma earnings per share:Basic

$
2.13


$
2.49Diluted


2.11



2.48Weighted average common shares outstanding:Basic


10,260,135



10,250,978Diluted


10,352,633



10,282,993     Note 3 
    Cash and
    Cash Equivalents and Investments    April 3,Description

2011

Level 1

Level 2

Level 3(In thousands)Assets:Cash

$
18,485


$
18,485


$



$
Certificates of deposit


18,461







18,461



Money market securities


455



455







   March 28,Description

2010

Level 1

Level 2

Level 3(In thousands)Assets:Cash

$
18,661


$
18,661


$



$
Certificates of deposit


34,900







34,900



Money market securities


111



111







  33




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      available-for-sale
  Amortized


Fair


UnrealizedCost


Value


Gain/(loss)(In thousands)Within one year

$
15,270


$
15,286


$
16Between one and two years


3,185



3,175



(10
)Total
    available-for-sale
    securities

$
18,455


$
18,461


$
6   available-for-sale
  Amortized


Fair


UnrealizedCost


Value


Gains(In thousands)Within one year

$
25,890


$
25,928


$
38Between one and two years


8,900



8,972



72Total
    available-for-sale
    securities

$
34,790


$
34,900


$
110     Note 4 
    Inventories    2011


2010(In thousands)Finished goods (FIFO basis)

$
35,071


$
23,258LIFO reserve


(5,854
)


(1,931
)Net inventory

$
29,217


$
21,327      34




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Note 5 
    Goodwill
    and Other Identifiable Intangible Assets    Amount(In thousands)Balance as of March 29, 2009

$
1,204Fiscal 2010 activity


Balance as of March 28, 2010


1,204Vertex acquisition


5,027Balance as of April 3, 2011

$
6,231     2011Gross Carrying


AccumulatedAmount


Amortization


Net(In thousands)Finite-life intangible assets:Customer relationships

$
5,508


$
(423
)

$
5,085Trademark


1,240



(26
)


1,214Trade secrets


862



(413
)


449Carrier relationships


800



(18
)


782Other finite-life intangible assets


339



(285
)


54Total finite-life intangible assets


8,749



(1,165
)


7,584Indefinite-life intangible assets


1,227







1,227Total intangible assets, net

$
9,976


$
(1,165
)

$
8,811   2010Gross Carrying


AccumulatedAmount


Amortization


Net(In thousands)Finite-life intangible assets:Customer relationships

$
2,058


$
(292
)

$
1,766Trade secrets


862



(305
)


557Other finite-life intangible assets


339



(254
)


85Total finite-life intangible assets


3,259



(851
)


2,408Indefinite-life intangible assets


1,227







1,227Total intangible assets, net

$
4,486


$
(851
)

$
3,635       2012

2013

2014

2015

2016(In thousands)Estimated amortization expense

$
619


$
596


$
592


$
592


$
502  35




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Note 6 
    Accumulated
    Other Comprehensive Income (Loss)    2011


2010


2009(In thousands)Unrealized gain (loss) on:Available-for-sale
    investments

$
3


$
66


$
Post-retirement plan liability adjustments


(148
)


(29
)


(10
)Accumulated other comprehensive income (loss)

$
(145
)

$
37


$
(10
)   Note 7 
    Share-Based
    Compensation  Stock Option Awards.
  June 10, 2009 Grant

May 13, 2008 GrantDividend yield


2.5
%


3.2
%Volatility


31.4
%


28.0
%Risk-free interest rate


2.1
%


3.0
%Expected life in years


4



4       2011Total Outstanding


ExercisableWeighted-








Weighted-Average


Aggregate





Average


AggregateExercise


Intrinsic





Exercise


IntrinsicShares


Price


Value


Shares


Price


Value(In thousand, except share data)Outstanding at beginning of year


131,997


$
17.82


$
2,607






$



$
Granted


















Vested














66,666



17.67Exercised


















Forfeited or expired


















Outstanding at end of year


131,997


$
17.82


$
4,908



66,666


$
17.67


$
2,482   36




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  2010Total Outstanding


ExercisableWeighted-








Weighted-Average


Aggregate





Average


AggregateExercise


Intrinsic





Exercise


IntrinsicShares


Price


Value


Shares


Price


Value(In thousand, except share data)Outstanding at beginning of year


61,332


$
15.43


$
445






$



$
Granted


70,665



19.90











Vested


















Exercised


















Forfeited or expired


















Outstanding at end of year


131,997


$
17.82


$
2,607






$



$
       Performance-Based Restricted Stock Units.
    Weighted-Average GrantShares


Date Fair ValueOutstanding at March 28, 2010


23,000


$
19.90Granted


41,320



30.02Vested


(52,653
)


26.53Forfeited or expired






Outstanding at April 3, 2011


11,667


$
25.81  37




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
          Restricted Stock Awards.
  Weighted-Average GrantShares


Date Fair ValueOutstanding at beginning of period


6,000


$
18.68Granted


6,966



30.00Vested


(6,000
)


18.68Forfeited or expired






Outstanding at end of period


6,966


$
30.00     Note 8 
    Profit
    Sharing, Employee Stock Ownership and Pension Plans    38




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
          Benefit Plan

2011


2010


2009(In thousands)Profit sharing

$
2,675


$
2,844


$
2,669ESOP


815



899



855ESPP


648



650



638Union pension


383



371



350Total contribution expense

$
4,521


$
4,764


$
4,512     Note 9 
    Commitments
    and Contingencies  Leases 
  2012

2013

2014

2015

2016

Thereafter(In thousands)Minimum lease payment

$
669


$
668


$
682


$
670


$
622


$
3,739     2011


2010


2009(In thousands)Minimum rentals

$
552


$
577


$
538Contingent rentals


114



102



106Total rental expense

$
666


$
679


$
644   Litigation 
  39




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Asset Retirement Obligations  ASC 410-20,
  Note 10 
    Income
    Taxes    2011


2010


2009(In thousands)Federal  current

$
9,818


$
6,601


$
8,874State  current


2,531



1,634



2,331Total current


12,349



8,235



11,205Federal  deferred


(69
)


5,739



2,420State  deferred


(299
)


1,413



626Total deferred


(368
)


7,152



3,046Total provision

$
11,981


$
15,387


$
14,251  40




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    2011


2010


2009Statutory federal income tax


35.0
%


35.0
%


35.0
%State income taxes, net of federal deduction


4.7



5.0



5.1ESOP dividend deduction on allocated shares


(1.2
)


(1.0
)


(0.8
)Domestic production deduction


(1.3
)


(0.6
)


(1.0
)Other  net


(0.1
)


0.9



(0.5
)Total


37.1
%


39.3
%


37.8
%     2011


2010(In thousands)Deferred tax assets:Trade receivables

$
162


$
120Amortization of intangibles


73



Accruals


919



720Other


586



172Total deferred tax assets

$
1,740


$
1,012Deferred tax liabilities:Inventories

$
(3,190
)

$
(3,696
)Prepaid


(283
)


(355
)Excess of tax over book depreciation


(8,762
)


(7,743
)Amortization of intangibles






(136
)Total deferred tax liabilities

$
(12,235
)

$
(11,930
)Net deferred tax liabilities

$
(10,495
)

$
(10,918
)       Note 11 
    Discontinued
    Operations   41




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
   Note 12 
    Segment
    Information    WaterReportable Segments

Industrial


Treatment


Total(In thousands)Fiscal Year Ended April 3, 2011:Sales

$
208,724


$
88,917


$
297,641Gross profit


36,938



24,964



61,902Operating income


17,110



14,852



31,962Identifiable assets*

$
121,250


$
21,139


$
142,389Fiscal Year Ended March 28, 2010:Sales

$
174,901


$
82,198


$
257,099Gross profit


37,288



27,157



64,445Operating income


20,937



17,903



38,840Identifiable assets*

$
79,602


$
19,152


$
98,754Fiscal Year Ended March 29, 2009:Sales

$
201,596


$
82,760


$
284,356Gross profit


41,466



20,954



62,420Operating income


25,520



11,817



37,337Identifiable assets*

$
78,083


$
20,896


$
98,979     *
    
    Unallocated assets consisting primarily of cash and cash
    equivalents, investments and prepaid expenses were
    $41.7 million at April 3, 2011, $60.5 million at
    March 28, 2010 and $33.4 million at March 29,
    2009. Additionally, assets associated with the discontinued operations
    of the Pharmaceutical segment were $0.9 million at
    April 3, 2011, $1.0 million at March 28, 2010 and
    $3.9 million at March 29, 2009. 42




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##### Table of Contents



HAWKINS,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
   Note 13 
    Selected
    Quarterly Financial Data 
    (Unaudited)  Fiscal 2011First


Second


Third


Fourth(In thousands, except per share data)Sales

$
74,665


$
70,398


$
70,620


$
81,957Gross profit


18,447



17,742



13,726



11,986Operating income


11,786



10,928



6,833



2,414Income from continuing operations


7,337



6,832



4,254



1,891Net income

$
7,337


$
6,832


$
4,254


$
1,891Basic net income per share

$
0.72


$
0.67


$
0.41


$
0.18Diluted net income per share

$
0.71


$
0.66


$
0.41


$
0.18   Fiscal 2010First


Second


Third


FourthSales

$
73,586


$
64,976


$
60,627


$
57,910Gross profit


15,856



17,416



15,855



15,318Operating income


9,501



10,848



9,408



9,083Income from continuing operations


5,944



6,665



5,595



5,534Income from discontinued operations, net of tax


109











Net income

$
6,053


$
6,665


$
5,595


$
5,534Basic net income per share

$
0.59


$
0.65


$
0.55


$
0.54Diluted net income per share

$
0.59


$
0.65


$
0.54


$
0.54  43




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of disclosure controls and procedures
  Form 10-K, Rules 13a-15(f) 15d-15(f) Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Internal Control 
    Integrated Framework
    /s/  Patrick
    H. HawkinsPatrick
    H. Hawkins
    Chief Executive Officer and President
    June 9, 2011

/s/  Kathleen
    P. PepskiKathleen
    P. Pepski
    Vice President, Chief Financial Officer, and Treasurer
    June 9, 2011  44




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##### Table of Contents



Attestation
    Report of Registered Public Accounting Firm
  10-K
  Changes
    in Internal Control Procedures
      ITEM 9B.
    OTHER
    INFORMATION   PART III  Form 10-K Form 10-K.
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE    Name

Age

OfficePatrick H. Hawkins


40


Chief Executive Officer and PresidentKathleen P. Pepski


56


Vice President, Chief Financial Officer, and TreasurerMark A. Beyer


49


Vice President  OperationsRichard G. Erstad


47


Vice President, General Counsel and SecretaryTheresa R. Moran


48


Vice President  Quality and SupportKeenan A. Paulson


61


Vice President  Water Treatment GroupJohn R. Sevenich


53


Vice President  Industrial Group   Patrick H. Hawkins
  Kathleen P. Pepski
 45




---



##### Table of Contents



Mark A. Beyer
  Richard G. Erstad
  Theresa R. Moran
  Keenan A. Paulson 37-year
  John R. Sevenich
    http://www.hawkinsinc.com.
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   46




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a
)(1)

FINANCIAL STATEMENTS OF THE COMPANYThe 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.Consolidated Balance Sheets at April 3, 2011 and
    March 28, 2010.Consolidated Statements of Income for the fiscal years ended
    April 3, 2011, March 28, 2010, and March 29, 2009.Consolidated Statements of Shareholders Equity for the
    fiscal years ended April 3, 2011, March 28, 2010, and
    March 29, 2009.Consolidated Statements of Cash Flows for the fiscal years ended
    April 3, 2011, March 28, 2010, and March 29, 2009.Notes to Consolidated Financial Statements.(a
)(2)

FINANCIAL STATEMENT SCHEDULES OF THE COMPANYThe 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
    2011, 2010 and 2009.Schedule II  Valuation and Qualifying Accounts.(a
)(3)

EXHIBITSThe exhibits of this Annual Report on
    Form 10-K
    included herein are set forth on the attached
    Exhibit Index.  47




---



##### Table of Contents



SIGNATURES
      Date: June 9, 2011
    By
    /s/  Patrick
    H. Hawkins     POWER OF
    ATTORNEY
  Form 10-K
    /s/  Patrick
    H. HawkinsPatrick
    H. Hawkins, Chief Executive Officer and President (Principal
    Executive Officer) and Director

Date: June 9, 2011/s/  Kathleen
    P. PepskiKathleen
    P. Pepski, Vice President, Chief Financial Officer, and
    Treasurer (Principal Financial Officer and Principal Accounting
    Officer)

Date: June 9, 2011/s/  John
    S. McKeonJohn
    S. McKeon, Director, Chairman of the Board

Date: June 9, 2011/s/  Duane
    M. JergensonDuane
    M. Jergenson, Director

Date: June 9, 2011/s/  Daryl
    I. SkaarDaryl
    I. Skaar, Director

Date: June 9, 2011/s/  James
    A. FaulconbridgeJames
    A. Faulconbridge, Director

Date: June 9, 2011/s/  James
    T. ThompsonJames
    T. Thompson, Director

Date: June 9, 2011/s/  Jeffrey
    L. WrightJeffrey
    L. Wright, Director

Date: June 9, 2011  48




---



##### Table of Contents



SCHEDULE II
  HAWKINS,
    INC.
  VALUATION
    AND QUALIFYING ACCOUNTS
 FOR THE
    FISCAL YEARS ENDED APRIL 3, 2011, MARCH 28, 2010, AND MARCH 29,
    2009
  AdditionsBalance at

Charged to

Charged toBeginning

Costs and

Other

Deductions

Balance atDescription

of Year

Expenses

Accounts

Write-Offs

End of Year(In thousands)Reserve deducted from asset to which it applies:Year Ended April 3, 2011:Allowance for doubtful accounts

$
300


$
120


$



$
14


$
406Year Ended March 28, 2010:Allowance for doubtful accounts

$
350


$
(29
)

$



$
21


$
300Year Ended March 29, 2009:Allowance for doubtful accounts

$
225


$
230


$



$
105


$
350  49




---



##### Table of Contents



Exhibit Index
  Form 10-K
  Exhibit

Description

Method of Filing2
.1

Asset Purchase Agreement, dated as of January 10, 2011,
    among Vertex Chemical Corporation, Novel Wash Co., Inc., R.H.A.
    Corporation, Twin Acquisition Corp. and Hawkins, Inc.(1)

Incorporated by Reference3
.1

Amended and Second Restated Articles of Incorporation as amended
    through February 27, 2001.(2)

Incorporated by Reference3
.2

Amended and Restated By-Laws.(3)

Incorporated by Reference10
.1*

Retention Bonus Agreement with John R. Hawkins

Incorporated by Reference10
.2*

Description of Consulting Arrangement with John S. McKeon.(4)

Incorporated by Reference10
.3*

Hawkins, Inc. 2004 Omnibus Stock Plan.(5)

Incorporated by Reference10
.4*

Form of Restricted Stock Agreement under the Companys 2004
    Omnibus Stock Plan.(6)

Incorporated by Reference10
.5*

Form of Restricted Stock Agreement (Directors) under the
    Companys 2004 Omnibus Stock Plan.(7)

Incorporated by Reference10
.6*

Form of Non-Statutory Stock Option Agreement under the
    Companys 2004 Omnibus Stock Plan.(8)

Incorporated by Reference10
.7*

Form of Performance-Based Restricted Stock Unit Award Notice and
    Restricted Stock Agreement under the Companys 2004 Omnibus
    Stock Plan.(9)

Incorporated by Reference10
.8*

Hawkins, Inc. 2010 Omnibus Incentive Plan.(10)

Incorporated by Reference10
.9*

Form of Performance-Based Unit Award Notice and Restricted Stock
    Agreement under the Companys 2010 Omnibus Incentive
    Plan.(11)

Incorporated by Reference10
.10*

Form of Restricted Stock Agreement under the Companys 2010
    Omnibus Incentive Plan.(12)

Incorporated by Reference23
.1

Consent of Independent Registered Public Accounting Firm.

Filed Electronically23
.2

Consent of Independent Registered Public Accounting Firm.

Filed Electronically31
.1

Certification by Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Exchange Act.

Filed Electronically31
.2

Certification by Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of the Exchange Act.

Filed Electronically32
.1

Section 1350 Certification by Chief Executive Officer.

Filed Electronically32
.2

Section 1350 Certification by Chief Financial Officer.

Filed Electronically     *
    
    Management contract or compensation plan or arrangement required
    to be filed as an exhibit to this Annual Report on
    Form 10-K.(1)
    
    Incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    dated January 10, 2011 and filed January 11, 2011(2)
    
    Incorporated by reference to Exhibit 3.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended September 30, 2001.(3)
    
    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.(4)
    
    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.(5)
    
    Incorporated by reference to Appendix B to the
    Companys Proxy Statement for the 2004 Annual Meeting of
    Shareholders filed July 23, 2004. 50




---



##### Table of Contents



(6)
    
    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.(7)
    
    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.(8)
    
    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.(9)
    
    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.(10)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Registration Statement on Form
    S-8 filed
    June 6, 2011 (file
    no. 333-174735).(11)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2010.(12)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended June 30, 2010. 51